Georgia Articles of Incorporation: Definition, Purpose

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:

• One copy of the articles of incorporation
• Transmittal Form No. 227

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

• Comp. R. & Regs. r. 590-7-1-.04, Petition for Adoption of Rules
• Comp. R. & Regs. r. 590-7-1-.08, Fees, Penalties, and Charges
• Comp. R. & Regs. r. 590-7-1-.11 Compliance with Filing Requirements
• Comp. R. & Regs. r. 590-7-1-.14 Registered Office and Registered Agent