How to Form C-Corp in Georgia: Complete 2026 Guide ($100 Fee)

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How to Form C-Corp in Georgia

Quick Answer

Forming a C-Corporation in Georgia costs $100 in state filing fees with processing times of 7-10 business days (as of April 10, 2026). You’ll need to file Articles of Incorporation with the Georgia Secretary of State, appoint a registered agent, and obtain an EIN from the IRS before conducting business.

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Step-by-Step Formation Process

  1. Choose and Reserve Your Corporate Name

    • Search the Georgia Secretary of State’s business database to ensure name availability
    • Your corporate name must include “Corporation,” “Corp.,” “Incorporated,” or “Inc.”
    • Consider reserving your name for 90 days if you’re not ready to file immediately

  2. Appoint a Registered Agent

    • Select a registered agent with a Georgia street address (P.O. boxes not accepted)
    • This can be yourself, a friend, or a professional registered agent service
    • The registered agent must be available during business hours to receive legal documents

  3. Prepare Articles of Incorporation

    • Download Form CD-401 from the Georgia Secretary of State website
    • Include: corporate name, registered agent information, number of authorized shares, incorporator details
    • Georgia allows both par value and no-par value shares

  4. File Articles of Incorporation

  5. Obtain Federal EIN

    • Apply for an Employer Identification Number through the IRS website
    • This is required for tax purposes and opening business bank accounts
    • The EIN application is free directly through the IRS

  6. Create Corporate Bylaws

    • Draft internal rules governing your corporation’s operations
    • While not filed with the state, bylaws are legally required
    • Include provisions for meetings, voting procedures, and officer duties

  7. Hold Initial Board Meeting

    • Adopt bylaws, elect officers, and authorize share issuance
    • Document decisions in corporate minutes
    • Issue stock certificates to initial shareholders

Costs Breakdown

ItemCostNotes
Articles of Incorporation Filing Fee$100Standard processing (7-10 business days)
Name Reservation (optional)Contact Secretary of StateIf reserving name in advance
Registered Agent Service (optional)$100-300/yearIf using professional service
EIN ApplicationFreeApply directly through IRS
Corporate Seal (optional)$25-75Not legally required in Georgia
Stock Certificates$20-100Depending on design and quantity

Fees current as of April 10, 2026. Contact the Georgia Secretary of State for the most current fee schedule.

Requirements Checklist

Before filing your Articles of Incorporation, ensure you have:

  • Chosen an available corporate name ending with appropriate designator
  • Selected a registered agent with Georgia street address
  • Determined authorized share structure (number and type of shares)
  • Identified initial incorporator(s) - must be at least 18 years old
  • Prepared registered office address in Georgia
  • $100 filing fee payment method ready
  • Planned initial board of directors (minimum one director required)

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Tax Implications

Georgia C-Corporations face both federal and state tax obligations:

State Income Tax: Georgia imposes corporate income tax at rates ranging from 1% to 5.49% on net income. Unlike pass-through entities, C-Corps pay tax at the corporate level, and shareholders pay additional tax on dividends (double taxation).

Federal Corporate Tax: C-Corporations pay federal income tax at a flat 21% rate on profits.

Employment Taxes: If you have employees (including yourself as an employee), you’ll need to withhold and pay federal and state payroll taxes.

Sales Tax: Georgia’s base sales tax rate is 4.0%, though local jurisdictions may add additional taxes. Register for sales tax permits if selling taxable goods or services.

Georgia does not impose a franchise tax on corporations, which can result in lower ongoing costs compared to some other states.

Ongoing Obligations

Annual Registration: Georgia requires corporations to file an Annual Registration by April 1st each year, with a $50 fee. This maintains your corporation’s good standing with the state.

Federal Tax Returns: File Form 1120 (Corporate Income Tax Return) by the 15th day of the 3rd month after your tax year ends (typically March 15 for calendar year corporations).

State Tax Returns: File Georgia Form 600 (Corporate Income Tax Return) following similar deadlines to federal returns.

Corporate Formalities: Maintain corporate records, hold annual shareholder meetings, document major decisions in corporate minutes, and keep financial records separate from personal finances.

Registered Agent Maintenance: Ensure your registered agent information remains current and that someone is available during business hours to receive legal documents.

Registered Agent

Georgia law requires all corporations to maintain a registered agent with a street address in Georgia. The registered agent serves as the official point of contact for legal documents, tax notices, and other important correspondence.

Registered Agent Options:

  • Yourself (if you have a Georgia address and are available during business hours)
  • A Georgia resident willing to serve
  • A professional registered agent service

Responsibilities: The registered agent must be available during normal business hours to receive service of process, tax notices, and official state correspondence. They must have a physical street address in Georgia (P.O. boxes are not acceptable).

Professional registered agent services typically charge $100-300 annually and provide privacy benefits by keeping your personal address off public records.

Common Mistakes to Avoid

  1. Inadequate Capitalization: Starting with insufficient capital can lead to piercing the corporate veil, where courts may hold shareholders personally liable for corporate debts.

  2. Mixing Personal and Business Finances: Always maintain separate bank accounts and financial records. Personal use of corporate funds can jeopardize limited liability protection.

  3. Skipping Corporate Formalities: Failing to hold required meetings, maintain minutes, or follow bylaws can compromise your corporate status and liability protection.

  4. Incorrect Share Structure: Not properly authorizing and issuing shares, or failing to document share ownership, can create legal complications later.

  5. Missing Annual Registrations: Failing to file the required Annual Registration by April 1st can result in administrative dissolution of your corporation.

  6. Choosing the Wrong Entity Type: C-Corporations face double taxation that may not be suitable for all businesses. Consider whether an LLC or S-Corporation might be more appropriate for your situation.

  7. Inadequate Record Keeping: Poor documentation of corporate decisions, financial transactions, and compliance activities can create problems during audits or legal disputes.

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FAQ

How long does it take to form a C-Corporation in Georgia?

Standard processing for Articles of Incorporation takes 7-10 business days when filed with the Georgia Secretary of State. You can begin operating your business once the Articles are approved and you’ve completed other formation steps like obtaining an EIN and creating bylaws.

What’s the minimum number of shareholders required for a Georgia C-Corporation?

Georgia law requires only one shareholder to form a C-Corporation. You also need at least one director and one officer, though the same person can hold multiple positions in a small corporation.

Can I be my own registered agent in Georgia?

Yes, you can serve as your own registered agent if you have a street address in Georgia and are available during business hours to receive legal documents. However, many business owners prefer professional registered agent services for privacy and reliability.

What’s the difference between authorized and issued shares?

Authorized shares are the maximum number of shares your corporation is permitted to issue, as stated in your Articles of Incorporation. Issued shares are the actual number of shares distributed to shareholders. You can issue fewer shares than authorized, but cannot exceed the authorized amount without amending your Articles.

Do I need an attorney to form a C-Corporation in Georgia?

While Georgia doesn’t require an attorney to form a corporation, the complexity of corporate law and tax implications often make professional guidance valuable. At minimum, consider consulting an attorney for reviewing bylaws and ensuring proper corporate structure.

How is a C-Corporation different from an LLC in Georgia?

C-Corporations offer stronger liability protection and easier access to investment capital but face double taxation. LLCs in Georgia have more flexible management structures and pass-through taxation but require publication of formation notices. Both have the same $100 formation fee and $50 annual registration requirement.

What happens if I don’t file the Annual Registration?

Failing to file Georgia’s Annual Registration by April 1st can result in administrative dissolution of your corporation. This means you lose good standing with the state and may face difficulties opening bank accounts, obtaining licenses, or conducting business legally.

Can a Georgia C-Corporation elect S-Corporation tax status?

Yes, Georgia C-Corporations can elect federal S-Corporation tax treatment by filing Form 2553 with the IRS within 75 days of formation. Georgia recognizes federal S-Corporation elections for state tax purposes, potentially eliminating double taxation while maintaining corporate legal structure.

This article provides general information for educational purposes only and should not be considered legal or tax advice. Business formation laws and requirements can change frequently. Consult with a qualified attorney or accountant for advice specific to your situation and verify current requirements with the Georgia Secretary of State.