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Georgia Articles of Organization

How to Start an LLC

The formation of a limited liability company (LLC) requires a comprehensive understanding of the legal requirements and formalities involved, including creating the Articles of Organization. This document constitutes the cornerstone for forming an LLC in Georgia and other states across the United States. In fact, the Articles of Organization serve to establish the LLC legally and set it on the path to seamless compliance and successful operations.

Whether you're an entrepreneur looking to start a new venture or a seasoned business professional seeking to expand your operations, understanding the process of filing Georgia LLC Articles of Organization is essential. Therefore, this guide will provide a comprehensive overview of all the information required to successfully submit your Articles and form an LLC in the state.

What Are Articles of Organization?

The Georgia Articles of Organization, also referred to as the Georgia Certificate of Formation or the Georgia Articles of Formation, are an integral part of establishing a limited liability company at the state level. This legal document is a declaration of the LLC's formation that outlines the basic information required by the state to register the company as a separate legal entity. Basically, the Articles provide the foundation for the LLC's governance and ownership structure and offer essential details about the company.

The contents of this document can vary from state to state. Still, generally speaking, the Articles must include certain key information, such as the company name, its principal place of business, and the names of the company's members and managers. In some states, you may also be required to supply information regarding the company's purpose, management structure, and any additional details imposed by state law.

Start an LLC in Georgia

What Is the Purpose of Articles of Organization

The purpose of the Georgia LLC Articles of Organization is to provide the state with the necessary data to legally recognize and register the formation of a limited liability company. Once filed, they serve as a formal declaration of the construction of the LLC as a separate legal entity. This independent legal status is essential for the LLC to be able to transact business, enter into contracts, and initiate or defend a legal action.

Furthermore, the Georgia Certificate of Formation sets in motion the process of obtaining licenses and permits, as well as any other legal and tax requirements necessary for the company to conduct business. Without the filing of these Articles, the state cannot grant the LLC legal recognition, and it will not be able to operate as a separate legal entity. That also means the members of the LLC will not be protected from personal liability for the company’s debts and obligations.

The Georgia Certificate of Organization also serves as a reference point for members, managers, and the state, providing a clear picture of the company's governance structure, ownership structure, and purpose. This information helps ensure that the LLC is properly structured and complies with all state and federal laws. Furthermore, by clearly outlining these key elements, the Georgia Articles of Organization help secure the LLC's long-term success and viability.

Information That Needs to Be Included in Articles of Organization (Georgia)

When filing Articles of Organization, Georgia requires specific information to help establish the LLC as a registered business entity in the state. Some of the most important details that need to be provided in the Georgia Certificate of Organization are the following:

  • Company Name: The Articles must include the proposed name of the LLC. This name has to be unique and cannot be similar to or easily confused with the name of any other registered business entity in the state.
  • Statement of Purpose: This part should outline the business activities the LLC intends to engage in. Moreover, the operations you mention must comply with Georgia state laws.
  • Duration: This section refers to the intended duration of the LLC. For instance, if you intend for the LLC to operate indefinitely, you must clearly state so.
  • Place of Business: The Georgia Articles of Formation have to include the physical address of the LLC's primary place of business.
  • Registered Agent: This document section covers the name and address of the LLC's registered agent — a person or entity designated to receive official correspondence and legal documents on behalf of the LLC.
  • Management: This part contains information about the management structure of the LLC. For instance, the members or managers who will be responsible for the company's day-to-day operations and any restrictions on their powers and responsibilities.

What Is the Difference Between Articles of Organization and Articles of Incorporation?

The terms "Articles of Organization" and "Articles of Incorporation" are often used interchangeably, but they refer to different documents that serve distinct purposes. While both are used to establish a business entity at the state level, the key differences between them are as follows:

  1. The Purpose and Type of Entity: The Articles of Organization are used to establish an LLC, which is a type of business structure that provides its owners, or members, with limited personal liability for the debts and obligations of the company. The Articles of Incorporation are used to establish a corporation, which is a more complex business structure with a separate legal identity from its owners, known as shareholders.
  2. State Requirements: The requirements, forms, and fees for filing Articles of Organization and Articles of Incorporation may vary by state. For example, in California, the fee for filing Articles of Organization for an LLC is $70, and $100 for a corporation. Conversely, in Delaware, it costs $90 to file Articles of Organization and $89 to submit Articles of Incorporation.

Cost of Filing Articles of Organization in Georgia

The Georgia Secretary of State Corporations Division requires businesses to pay a fee when submitting the Georgia Certificate of Formation. This filing cost varies and depends on the method of submission.

  • Online registration is $100 (this fee is non-refundable);
  • In-person registration is $110;
  • Registration via mail is $110;

Furthermore, additional fees apply for businesses seeking expedited processing of their Georgia Articles of Formation. For instance, to facilitate same-day registration, $250 must be paid on top of the standard registration fee. Likewise, for a 2-day processing time, an extra $100 is required aside from the standard registration fee.

How to File Articles of Organization in Georgia

Submitting your Georgia Articles of Organization may be accomplished through either postal mail or online channels. The processing period for postal submissions is approximately 12‒15 business days, while the time frame for electronic submissions is reduced to 7 business days. For this reason, it is recommended to opt for the electronic filing process, as it is efficient and more convenient to complete.

Regardless of the filing method you choose, you will find below both the postal and electronic filing processes described in detail, including instructions and guidelines.

Filing Georgia Certificate of Organization by Mail

To file your Georgia Articles of Organization via mail, you must submit two copies of Form CD030 (one original and one duplicate), along with a Transmittal Form and the applicable filing fee ($110). The payments need to be made by a check (no starter or temporary checks allowed) or money order payable to the "Georgia Secretary of State." That said, the check must feature your full, pre-printed street address.

After submitting your LLC documents, the state will process your application within 12‒15 business days. Upon approval, you will receive a receipt by mail, a stamped and officially approved copy of your Articles of Organization, and a Certificate of Organization displaying the state seal (which may be required when opening a bank account).

Filing Georgia Articles of Formation Online

Before you can submit the Articles online, you must create an account. In order to do so, you should follow these steps:

  • Go to Georgia Corporations Division: Customer Login;
  • Choose Create a User Account;
  • Fill out the contact information and provide your email address. Tap Continue;
  • Set up a User ID, create a password, and choose a security question. Then select Create My Account;
  • On the following page, you will get a confirmation message with your User ID and password. At this point, it would be best to save the login details or print the page.
  • To continue, click Log In.

After your account is set up and ready for use, you can start filing Georgia LLC Articles of Organization. Here is the process in detail:

Step 1: Create Your Business

  • Select the Create or Register a Business option;
  • Choose I am creating a new domestic business;
  • You will see a Business Type drop-down menu. Opt forDomestic Limited Liability Company;

Step 2: Create a Business Name

You are required to have a company name reserved at this point. The reason behind this is you'll be expected to attach a copy of the Name Reservation to the Georgia Certificate of Formation form when submitting. Therefore, make sure to research business names beforehand.

In the designated field, type the reserved LLC name precisely, taking into consideration the capitalization and designation of "LLC" or "L.L.C." (the latter being the most frequently used abbreviation). Providing secondary and tertiary name options is at your discretion and serves as a backup if your preferred LLC name is unavailable.

Step 3: State Your Business Purpose

In this section, you are presented with the option to (a) list the business industry or (b) choose not to share the information. If you wish to specify the industry, you must select a relevant NAICS Code from the drop-down list, followed by selecting an appropriate NAICS Sub Code from the subsequent drop-down list. Government agencies employ the North American Industry Classification System (NAICS) Code to determine the LLC's line of business and its associated activities. However, in the event that you don't want to list the industry information or are uncertain about it, simply select Any legal purpose from the NAICS Code drop-down list.

Step 4: Enter the Principal Office Address

You are required to enter the primary street address of your LLC. It can be a residential address, office address, or the address of your Registered Agent.

The state will utilize this information to send nonlegal correspondence. However, it is vital that the provided street address is located within the state of Georgia and that it's not a PO Box.

Upon completion, you may proceed to the subsequent step by clicking Continue.

Step 5: Supply a Valid Email Address

Enter your preferred email twice in order to confirm accuracy. This email is referred to as "Business Email" and will serve as a receiving address for your LLC's approval notification. That said, the email address provided does not necessarily have to be an official business email, as a personal email address can also be utilized.

Step 6: Enter Registered Agent Information

There are two options here: you can either choose (a) an individual such as yourself, a friend, or a relative or (b) a professional service to act as your registered agent.

If you or a designated individual will serve as the registered agent for your LLC, proceed by clicking the Create Registered Agent option. In certain situations, the button may not be functional, necessitating the input of the individual's name in the designated field for the Registered Agent Name and initiation of a search. The search engine will generate a list of similar names or a pop-up message indicating that "No data was found."

Regardless of the outcome, close the associated window or box, and the Create Registered Agent button should become available for activation. Once activated, enter the relevant contact information for the registered agent and save it by clicking the Create Registered Agent option.

On the other hand, if you have engaged the services of a professional commercial registered agent, enter their name in the designated field labeled "Registered Agent Name" and initiate a search. You should see a pop-up window displaying a list of matching results. Then, you can identify your agent and select by clicking on the circle to the right. To finalize and save, click OK at the bottom of the screen.

Step 7: Provide Organizer Information

In the section for Organizers, enter the details of the individual or individuals responsible for submitting the LLC documentation to the state. Typically, this would be you or a member of the LLC. First, input the contact information for the primary organizer, then select Add to preserve the data. If desired, additional organizers can also be added.

Step 8: Fill Out Optional Provisions

This section allows you to incorporate additional provisions and regulations into the operational framework of your LLC. Completing this section is optional and is unlikely to be relevant in most cases. Hence, it is permissible to leave it unoccupied.

Step 9: Filer's Certification (Signature)

Here, it is necessary to check the appropriate box to signify agreement to the outlined terms. Subsequently, choose the desired "Effective Date" for the formation of your limited liability company. Business owners commonly use the current date here. However, it is possible to select a date up to 90 days in advance if necessary.

After that, put your full name in the designated "Authorizer Signature" field. Next, in the "Authorizer Title" drop-down menu, select Member if you are the owner of the LLC or Organizer if you are submitting the LLC formation documents on behalf of someone else. Finally, proceed to the next step by clicking Continue at the bottom of the page.

In Georgia, the signature doesn't need to be notarized. However, some other states might insist on this additional step. That said, even if notarization is not mandatory, some US states may still ask for the signature of a witness on the Articles of Organization. Therefore, it's best to check the requirements in the state where you plan to form the LLC to determine whether notarial authentication is necessary.

Step 10: Review Your Information

Thoroughly review the information you provided and verify its accuracy. If any modifications are necessary, utilize the Edit Info or Back button to make adjustments. Once the data has been confirmed to be accurate, proceed to the next step by clicking the Continue button at the bottom.

Step 11: Select the Desired Processing Time

In the Would you like to expedite the filing drop-down list, opt for the desired time frame:

  • Regular Process (7-day processing) with a fee of $100.
  • 24‒48 Hours Processing (2-day processing) with a fee of $200.
  • Same-Day Processing (for same-day processing) with a fee of $350. Note: This option requires filing prior to noon.

To proceed with payment, select Click to Pay.

Step 12: Pay the Fee

Enter your relevant contact and payment information, then click Pay With Your Credit Card.

Upon receiving approval confirmation, you will be sent two separate emails, each containing your requested documentation as attachments. The attachments will consist of three files: a Certificate of Organization bearing the official state seal, a fully stamped and approved version of your Georgia LLC Articles of Organization, and a receipt.

Reasons Articles of Organization May Be Rejected

When you form a Georgia LLC, it is critical to ensure all necessary legal formalities are met in order to successfully obtain a Georgia Certificate of Organization. If you fail to do so, the Secretary of State, who is responsible for reviewing and approving the Articles, may reject the submission. Here are some of the most common reasons for denying your request.

  • Fees not included: All necessary fees must be included when submitting the Articles to the Georgia Secretary of State. The absence of proof of payment will result in a denial of the request.
  • Legal formalities not met: The Secretary of State may reject the submission if the Articles do not comply with the Georgia LLC Act, which outlines the legal requirements for forming an LLC in the state. This may include, but is not limited to, insufficient or inaccurate information provided or non-compliance with statutory provisions.
  • Failure to provide required attachments: The Georgia Secretary of State may require additional attachments, such as a certificate of good standing from the home state of foreign LLCs. If these attachments are not delivered, the submission may be rejected.
  • Non-compliance with naming requirements: Georgia has strict naming requirements for LLCs. If the proposed name of the LLC is not compliant with these requirements, the submission will not be accepted.

How a Lawyer Can Help Submit Articles of Organization

The process of filing the Georgia Articles of Organization can be complex, and all legal formalities must be adhered to in order to obtain approval. An attorney can help streamline this process and confirm all requirements are met.

One benefit of working with a lawyer is that they have a comprehensive understanding of the Georgia LLC Act and the conditions for forming an LLC. That means they can offer expert guidance and advice on all legal aspects, including preparing and submitting the Georgia Articles of Organization.

Another advantage of working with an attorney is that they can assist with reviewing the Georgia LLC Act and the Georgia Articles of Organization to guarantee that all information supplied is correct and complete. Working with an expert also provides a sense of assurance that comes with knowing that the formation process is being professionally handled.

Making the Most of the Georgia LLC Articles of Organization

Submitting the Georgia Articles of Organization is a critical step in forming an LLC. By carefully following the requirements outlined in the Georgia LLC Act, you can ensure that your submission meets the necessary legal formalities and that you receive a Georgia Certificate of Formation.

Seeking the assistance of a lawyer before you form a Georgia LLC or write the Articles is highly recommended. Wyoming LLC Attorney has comprehensive knowledge and experience handling LLC formation processes. Moreover, we have a 24-hour filing guarantee and can set up your company at a competitive price.

In light of the benefits of working with a lawyer, it is highly recommended that you schedule attorney time with us to discuss your Georgia LLC formation. Alternatively, if you are ready to form your LLC now, our experts can provide guidance and support to achieve a smooth and successful process.