Legal Form
Determine the legal form of business best for your situation:
— Sole Proprietorship
— Partnership
— Corporation (“C” or “S”)–Limited Liability Company (LLC)
Your decision is based on issues of liability exposure, taxes, the number of owners involved, and
future expansion plans. It is advisable to consult an attorney, CPA, or financial consultant for help
in deciding which legal form of business best suits your situation. The legal form you choose will
affect many of the steps that follow.
Sole Proprietorship:
This type of business is easiest to form; an individual starts the business in his or her own
name. Personal and business activities are not distinguished.
Partnerships:
A partnership is a relationship between two or more people who join to carry on a trade or
business. Each person contributes money, property, labor, or skill and expects to share in
the profits and losses of the business. A formal, written partnership agreement is strongly
recommended, but not required.
Corporations:
You must contact the Georgia Secretary of State, Corporations Division, at 404-656-2817
to register your business as a corporation.
Basic Steps:
— Reserve the corporate name.
— You will receive written notice and have 90 days to complete the incorporation.
— File the articles of incorporation.
— Complete the transmittal form.
— Send articles, transmittal, and check to the Secretary of State’s office.
— Publish intent to incorporate in the county’s official paper; call for current fee.
— Hold organizational meeting.
— Adopt by-laws.
— Elect directors.
— Elect officers.
— Issue stock.
There are a number of “corporate kits” containing pre-printed by-laws, minutes to share holders meetings, blank stock certificates, etc., that are available at office supply stores. It
is the duty of the corporation’s secretary to maintain the corporate record book of minutes
of meetings, corporate resolutions, and other business decisions of the board of directors.
Corporations are also subject to annual registration with the Secretary of State
Limited Liability Company (LLC):
This is a legal form of business which combines elements of a “C” corporation and a partnership. This is a complicated form of business to establish, and we recommend you seek
assistance from a lawyer.
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