Georgia Articles of Incorporation: Definition, Purpose

Quick Facts — Articles of Incorporation Lawyers

What are Georgia Articles of Incorporation?

Georgia articles of incorporation is a legal document that establishes a corporation in the state of Georgia. This document must be filed with the Georgia Corporations Division along with a filing fee.

Articles of incorporation will include the following important information about your company:

  • Corporation name
  • Business address
  • Registered agent
  • Number of shares
  • Contact information of all officers and directors

How Do I Find Articles of Incorporation in Georgia?

To find articles of incorporation in Georgia, anyone can conduct a business search on the Georgia Corporations Division website. Using the business name, control number, registered agent, or officer name, you can search every corporation that is registered in Georgia.

Once you locate the business, you can see the business information as well as the registered agent information. There will also be details like whether the corporation is active and in compliance with tax payments.

Articles of Incorporation are listed under “filing history” along with every other legal document that the corporation has filed with the state of Georgia.

Does Georgia Require Articles of Incorporation?

Yes. In Georgia to become a legally recognized corporation, you must file articles of incorporation. Your company cannot be established as a corporation without these formation documents.

In addition to the articles of incorporation, Georgia also requires a business to file the following forms:

A filing fee must also be paid at the time of filing for the Corporations Division to process your application.

Georgia Articles of Incorporation Example

[Your Company Name]

ARTICLES OF INCORPORATION

OF

[YOUR COMPANY NAME]

A Georgia For-Profit Corporation

I. NAME

The name of this corporation is [Your Company Name].

II. PURPOSE

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the Georgia Business Corporation Code.

III. AUTHORIZED SHARES

This corporation is authorized to issue two classes of shares designated as "Common Stock" and "Preferred Stock." The total number of shares that this corporation is authorized to issue is [Total Number of Shares], of which [Number of Common Shares] shall be Common Stock, and [Number of Preferred Shares] shall be Preferred Stock.

A. Common Stock

  1. Voting Rights: Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held on all matters submitted to a vote of shareholders.

B. Preferred Stock

  1. The Preferred Stock may be issued in one or more series, each with such designation, rights, preferences, and limitations as the Board of Directors may determine by resolution. The Board of Directors is expressly granted the authority to determine and alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock.

IV. REGISTERED OFFICE AND AGENT

The street address of the initial registered office of this corporation in the State of Georgia is:

[Registered Office Street Address] [City, State, Zip Code]

The name of its initial registered agent at that address is [Registered Agent's Name].

V. INCORPORATOR

The name and address of the incorporator are:

[Incorporator's Name] [Incorporator's Street Address] [City, State, Zip Code]

VI. DIRECTORS

The number of directors constituting the initial board of directors is [Number of Directors], and the names and addresses of the persons who are to serve as the initial directors are:

[Director 1's Name] [Director 1's Street Address] [City, State, Zip Code]

[Director 2's Name] [Director 2's Street Address] [City, State, Zip Code]

[Additional Directors, if applicable]

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed these Articles of Incorporation on this [Day] day of [Month], [Year].

[Incorporator's Name]

[Note: This is a basic example of Articles of Incorporation for a for-profit business in Georgia. Depending on the specific circumstances and requirements of your company, additional provisions may need to be included. It is always recommended to consult with an attorney or other qualified professional to ensure your Articles of Incorporation comply with all applicable laws and regulations.]

How Do I Fill Out Articles of Incorporation in Georgia?

The Georgia Corporations Division provides directions forms to assist business owners in drafting and submitting articles if incorporation. Business owners can also draft their own articles, however it is important that your articles include all necessary information and adhere to state standards.

Articles of incorporation should include the following information about your business:

  • Corporate name. A corporation name in Georgia must be unique and distinguishable from all other registered business entities. Georgia offers a 30-day name reservation service that allows a business owner to reserve their corporation name until the articles are ready to file.
  • Stock. The number of shares that the corporation can issue. This number has to be greater than zero.
  • Registered Agent. A registered agent is the person designated to receive legal document on behalf of the company. Georgia laws require that the registered agent’s name and physical must be listed in the articles of incorporation. PO Boxes cannot be used for this section.
  • Principal address. The principal of business address of the corporation should be listed in the articles of incorporation. This is usually the address of the main office.
  • Incorporators. The incorporator is the person who is drafting and filing the articles of incorporation. Some businesses use a filing attorney while other owners draft this document on their own.
  • Officers and directors. In Georgia, including officers and directions in articles of incorporation is not mandatory. However, if you want to add officer and directors information you must include the names and addresses of each person.

Each type of corporation has slightly different rules about what information needs to be recorded on articles of incorporation. If you are unsure whether you must provide additional business information, you should consult with a knowledgeable attorney.

Relevant Laws

Frequently Asked Questions

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Florida

Asked on Mar 28, 2021

When do I need articles of incorporation?

I want to start an LLC in Florida and have read about articles of incorporation. I want to understand what they are used for.

Jane C.

Answered Mar 29, 2021

You need articles of incorporation when you start a business, open a business bank account, and apply for a tax identification number. Disclaimer - This information is provided for general informational purposes only. No information contained in this post should be construed as legal advice and does not establish an attorney-client relationship.

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Asked on Jun 26, 2022

What is the incorporation’s fee in New York?

I am a U.S. citizen, can I form a corporation with a Bangladesh national?

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Answered Jul 2, 2022

The Statutory fee for a domestic business corporation in the state of NY is currently $125. Any information provided as an answer to these questions does not constitute legal advice and does not create an attorney-client relationship between the attorney and anyone in relation to any information provided under the Q & A section of this website.

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Articles of Incorporation

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Asked on May 12, 2022

new business startup

we are located in florida but were told delaware is a good satte to incorporaet the business

Bruce B.

Answered May 27, 2022

Yes. Many businesses choose to incorporate in Delaware because Delaware has favorable laws to business entities as well as a detailed history of how cases will by decided by their courts. For this reason Delaware is a good option to consider for incorporation. You can then register with the State of Florida as a foreign corporation doing business in Florida.

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Asked on Dec 8, 2024

Can the Articles of Incorporation be amended to change the purpose of a nonprofit organization?

I am a board member of a nonprofit organization that was established with a specific purpose outlined in our Articles of Incorporation. However, due to changing circumstances and the evolving needs of our community, we are considering amending the Articles of Incorporation to expand our organization's purpose. We want to know if it is legally possible to make such changes to the Articles of Incorporation and if there are any specific requirements or procedures we need to follow in order to do so.

Damien B.

Answered Dec 9, 2024

Hello! My name is Damien Bosco, Esq. My law office is located in Long Island City across from Manhattan. A not-for-profit corporation may amend its Certificate of Incorporation from time to time by filing a Certificate of Amendment under Section 803 of the Not-for-Profit Corporation Law. The document may contain any information originally included in a Certificate of Incorporation (name change, revision to the purpose clause, etc.). Because you plan to alter the corporation's purpose, you must review Section 804 to ensure you obtain the necessary consent. If you need a consultation or help with this, feel free to reach out. Best regards.

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Asked on Mar 30, 2021

Does an LLC need articles of incorporation?

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LLCs are not technically "companies" or "corporations" and therefore they are not formed by filing Articles of Incorporation. Corporations are formed when you file Articles of Incorporation. LLS are formed by an "Organizer" who files a Form of Organization or Articles of Organization with a state. LLCs actually are "hybrids" with characteristic of companies in some ways and of partnerships in other ways.

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