Frequently Asked Questions
Where can I apply for a business license?
In the State of Georgia, business licenses may be obtained from the county and/or city in which the primary place of business would be located. Therefore, it may be beneficial to contact your local business licensing authority for further information. To find out who regulates business licenses in your county, you may contact your local chamber of commerce office. To obtain the number for your local chamber office you can contact the Georgia Chamber of Commerce at 404-223-2264 or by visiting their website at: www.gachamber.com.
In addition, contact information for various county offices can be accessed through the Official Directory; Members of United States Congress, State and County Officers.
Do I need to obtain any additional licenses from the state?
Some types of businesses will have to obtain licenses from the federal government to operate, while other businesses, occupations and professions are also licensed and regulated by the state and local authorities. The First Stop Business Guide booklet provides contact information for a number of state agencies that have various licensing and registration requirements.
What is a business plan?
A business plan is a written, detailed description that serves as the “resume” for the business, identifying its goals. It also can include information about the entity’s financial standing, resources, decisions and plans. Business plans may also be used to keep invested parties informed about the company’s operation and goals.
Why does my company need a business plan?
A business plan can be considered a crucial part of a loan package. It provides specific and organized information about the company and can explain how a loan will be repaid. A business plan may also serve as a guide to keep owners focused on the entity’s goals.
Where can I get assistance in writing a business plan?
There are many resources available that provide information on writing a
business plan. Libraries, the Internet, and nonprofit organizations that
specialize in this area are excellent resources. This booklet also contains some
information on organizations that provide a variety of services, including
creating a business plan. Please feel free to contact any of the listed
organizations for more information and/or assistance.
Where can I find more information about the businesses in my area?
Your local chamber of commerce can provide you with a general economic landscape of your city and/or county. Chambers can be great sources of information for inquiries about businesses that are operating in your local area. Contact information for local chamber offices can be obtained from the Georgia Chamber of Commerce at 404-223-2264 or by visiting their website at www.gachamber.org
What types of entities are on file with the Corporations Division?
Business corporations, nonprofit corporations, professional corporations, limited partnerships (LP), and limited liability companies (LLC), are formed in Georgia by filing with the Corporations Division of the Office of Secretary of State. In some instances, the above entities that form in other states choose to file with the Georgia Secretary of State as “foreign” entities.
What is a nonprofit corporation?
A nonprofit corporation, as opposed to a for-profit (profit) corporation, is formed to carry out services for the benefit of the general public, including those with a charitable, educational, religious, literary or scientific purpose.
Nonprofit (tax-exempt) status is a designation assigned by the Internal Revenue Service (IRS). Further information regarding nonprofit designation can be obtained from the IRS website at: www.irs.gov.
What is a foreign corporation?
The Secretary of State Corporations Division categorizes an entity as a foreign corporation when that entity’s originating corporation registration was initiated in another state.
What is a Certificate of Existence?
A Certificate of Existence (often referred to as "Certificate of Good Standing") is a document that verifies that a corporate entity is registered in its "home state." This document is obtained from the state in which the corporation is based. It is often required by banks and landlords to verify the legal existence of the entity, and by a state in which the entity is filing as a "foreign entity."
What is a Certificate of Authority?
A Certificate of Authority is a document that verifies that a foreign entity is registered in the state of Georgia.
How does a foreign corporation obtain a Certificate of Authority?
The company will need to complete the application for Certificate of Authority, which may be downloaded from the Corporations Division website at: www.sos.state.ga.us/corporations. The Certificate of Authority should be submitted along with an original Certificate of Existence, which is obtained from the “home state” of the corporation and must be no more than 90 days old.
The filing fee is $225.00 for both business corporations and nonprofit corporations.
Is a foreign corporation required to file with the Secretary of State of Georgia?
Georgia laws indicate that a “foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State.” However, each law lists a number of activities that “do not constitute transacting business.” Thus, if a company’s business falls into one of those categories, it is not required to file with the Secretary of State.
Corporations desiring to register as a foreign corporation should review the provisions of O.C.G.A. 14-2-1501 (profit) or O.C.G.A. 14-3-1501 (nonprofit) to ensure that they are in compliance with Georgia laws. Limited liability companies should review O.C.G.A 14-11-702.
What does “O.C.G.A.” mean?
It stands for “Official Code of Georgia Annotated” and is often referred to as “the Code.” In short, it is the law. Laws regarding corporations, LLC and partnerships are found in Title 14 of the Code.
Where can I get the forms to register my company with the Secretary of State’s Corporations Division?
Registration forms for business entities can be downloaded from the website at www.sos.state.ga.us/corporations. Registration forms as well as additional information can also be obtained by contacting the Corporations Division at: 404-656-2817.
How long does it take to complete a filing with the Corporations Division?
Many filings of articles of incorporation, amendments, mergers or dissolutions are completed within five to seven business days of receipt by the Division. “Workload issues” will sometimes result in a longer turnaround time, perhaps up to 12 business days. In particular, anticipate lengthier turnarounds in late December through January when the greatest volume is received. Large numbers of filings are also typically received at the end of each quarter, late March, late June and late September.
What must be included in the Articles of Incorporation?
For business corporations, Georgia law requires that the Articles of Incorporation include the name of the corporation, the number of shares the corporation is authorized to issue, the street address and county of the corporation’s registered office, the name of the registered agent at that office, the name and address of each incorporator, and the mailing address of the initial principal office of the corporation. These are minimum requirements according to O.C.G.A. 14-2-202. There are many more items that may be included and the incorporator should discuss this matter with legal counsel.
Please Note: Bylaws and shareholder’s information are not filed with the Secretary of State’s office. Instead, they are maintained by the corporation.
Are the Articles of Incorporation the same for business and nonprofit corporations?
The filings for these entities are similar. The articles for a nonprofit
corporation do not include “authorized share” information
(O.C.G.A. 14-3-202), but instead include a statement as to whether or not
the corporation will have members. The articles of a nonprofit must also include
a statement indicating that the corporation is
organized "pursuant to the Georgia Nonprofit Corporation Code."
Where do I register a sole proprietorship?
Generally, sole proprietorships are not required to register with the state. In most cases a sole proprietorship registration is handled through the county and/or city in which the primary place of business will be located.
Sole proprietors are required to register with the state only if
they choose to incorporate their business, establish a limited liability company
or a limited partnership.
What is the difference between a “C” and “S” Corporation?
S corporations are companies (typically with 75 or fewer shareholders) allowed by the Internal Revenue Service (IRS) to have the benefits of incorporation, but function as if they were partnerships. An eligible domestic corporation can avoid double taxation (once to the shareholders and again to the corporation) by electing to be treated as an S corporation. An S corporation generally is exempt from federal income tax. On their tax returns, the company’s shareholders include their share of the separately stated items of income, deduction, loss, and credit, and their share of non-separately stated income or loss.
C Corporations are those corporations that do not elect to be an S Corporation. They are usually referred to as “ordinary” or “regular” corporations.
C and S Corporations are terms that the IRS uses to distinguish between the two for tax purposes. Designation as a "C" or "S" corporation is not maintained by the Secretary of State, but rather is determined and maintained by the IRS.
Where do I file a “C” or “S” Corporation?
C and S corporations are filed with the IRS. The state of Georgia does not keep a record of this information. For more information on C and S Corporations, please contact the IRS at 1-800-829-1040 or visit their website at www.irs.gov.
CORPORATE NAME RESERVATIONS
How do I reserve a name for my corporation?
Name reservations for corporate entities can be completed online or by mail through the Secretary of State’s Corporations Division. There is a $25.00 filing fee for the name reservation service.
To reserve a name online: Visit the Corporations Division website at www.sos.state.ga.us/corporations. The filing fee can be paid online with a credit card.
To reserve a name by mail: Send a written request to the Corporations Division, including the requestor’s name, address, telephone number, and email address, as well as the prospective name of the entity along with a check made payable to the “Secretary of State.” When submitting name requests, be sure to include the corporate ending. (Example: Inc, LLC or LP)
If the name is available, a name reservation number will be provided by return e-mail. (If the requestor does not have an email address, they will need to call the Corporations Division at least one hour after online submission to obtain the status of the request.)
Reservations are not posted on the website, and remain in effect for 30 days or until filing of the entity, whichever is sooner. Requests are usually responded to within 24 hours of submission.
Sole proprietors are not required to register their business name at the state level and their names are not filed with the Secretary of State. They should check with the Clerk of Superior Court in the county where the primary place of business will be located.
What does issuance of a name by the Secretary of State mean?
Under Georgia law, O.C.G.A. 14-2-401 (profit) and O.C.G.A 14-3-401 (nonprofit), issuance of a name by the Secretary of State means merely that the name is distinguishable for filing purposes from the names of other entities on the record of the Corporations Division.
Subsection (e) provides that “this chapter does not control the use of fictitious or trade names” and that “issuance of a corporate name does not affect the commercial availability of the name.” Many names that are issued by the Corporations Division might not be available for use in the marketplace.
CORPORATE FILING ENTITIES
What are the filing fees for the corporate entities in the state of Georgia?
The most complete and current fee schedule can be found on the Secretary of State’s Corporations Division website via www.sos.state.ga.us/corporations.
Corporations (Profit and Nonprofit) and Limited Partnerships (LP):
$100.00 Fee paid to Secretary of State
$40.00 Fee paid to local legal organ (legal newspaper) in the county of the registered agent
Limited Liability Company (LLC):
$100.00 Fee paid to Secretary of State
$15.00 Fee paid to Secretary of State
Annual renewals for all entities:
$30.00 Fee paid to Secretary of State
Renewal for Trademark/Service Mark (Renewed every 10 years):
$15.00 Fee paid to Secretary of State
On average, new filings take approximately 5-7 business days for processing; however, expedited services for new filings and amendments are available for an additional $100.00. (Fees are subject to change. Please check with the Corporations Division for verification.)
What taxes are my company responsible for paying?
The Georgia Department of Revenue (DOR) has registration requirements for businesses selling products and goods, including alcohol, tobacco, and fuel. The DOR can also address wholesale/resale, and state & sales tax identification registration, as well as withholding tax requirements. Additional information is available in the Georgia Department of Revenue section of this booklet.
In addition, the entity may be required to pay local taxes. For more information on local tax requirements, please contact the local tax authority in which the primary place of business is located.
What is an Employer Identification Number/Tax Identification Number (EIN/TIN)?
An EIN and a TIN are one and the same. It is an identification number assigned to identify taxpayers who are required to file various business tax returns. It is generally used by corporations, sole proprietors, partnerships, nonprofit associations, trust estates of descendants and other business entities.
How do I obtain a Tax Identification Number?
Federal Tax/Employer Identification Numbers are issued through the Internal Revenue Service (IRS). The IRS can be reached at:
Telephone number: 1-866-816-2065 & 1-800-829-3676 (forms only)
Website address: www.irs.gov
Identification Numbers and Wholesaler’s Registration Numbers are issued through
the Georgia Department of Revenue.
Telephone number: 404-417-4477
Website address: www.etax.dor.ga.gov
FICTITIOUS NAME versus DBA
What is the difference between a Fictitious Name and a Doing Business As (DBA)?
A Fictitious Name and a DBA are one and the same. They can also be known as "trade names." At times, a DBA is used when a company decides to do business under a name other than that in which they are registered. Pursuant to O.C.G.A. 10-1-490 trade names are registered with the Clerk of Superior Court of the county where the business is principally located.
Trademark versus Service Mark
What is a trademark?
A trademark is any word, name, symbol, device or combination thereof adopted and used by a person or entity to identify goods made or sold and to distinguish them from the goods made or sold by another person. If products or goods are sold, think "trademark." (O.C.G.A 10-1-440)
Examples of trademarks are: Coca-Cola (soft drink beverage), Microsoft (computer software) and USA Today (newspaper/publication).
What is a service mark?
A service mark is the same as a trademark, except that a service mark is used by a person or entity to identify services rendered or offered and to distinguish them from the services rendered or offered by another person. The services must be provided to the public or any party other than the applicant. If services are sold or offered, think "service mark." (O.C.G.A. 10-1-440)
Examples of service marks are: McDonald's (restaurant services), Wal-Mart (retail business services) and AT&T (telecommunications services).
How do I file a trademark or a service mark?
Trademarks and service marks are filed with the Secretary of State’s Corporations Division. Forms may be obtained from the website at www.sos.state.ga.us/corporations. Applications for Registration of a Trademark or Service mark as well as additional information can also be obtained by contacting the Corporations Division at: 404-656-2817.
What is the filing fee to register a trademark or service mark?
The filing fee is $15.00. This is an examination fee and is non-refundable. In the event a mark cannot be registered, the fee is not refunded.
Is a "trademark" the same as a "trade name?"
No. A "trade name" is a name an owner uses to identify his/her business while a "trademark" is used to identify a good or service a business provides. Another distinct difference is that "trade names" are not registered at the state or federal level, but are registered with local government, primarily in the county in which a business operates. (O.C.G.A. 10-1-490) If a trade name meets the criteria of a trademark or service mark, however, it also might be eligible for registration as such.
Does registration with your office prevent others from registering a similar mark in other states?
No. Registration of a mark with our office only applies to the state of Georgia. There is no cross-referencing between states, or between federal registrations.
What is copyright?
Copyright is a form of protection grounded in the U.S. Constitution and granted by law for original works of authorship fixed in a tangible medium of expression. Copyright covers both published and unpublished works.
Copyright, a form of intellectual property law, protects original works of authorship including literary, dramatic, musical, and artistic works, such as poetry, novels, movies, songs, computer software, and architecture. Copyright does not protect facts, ideas, systems, or methods of operation, although it may protect the way these things are expressed.
How is a copyright different from a patent or a trademark?
Copyright protects original works of authorship, while a patent protects inventions or discoveries. Ideas and discoveries are not protected by the copyright law, although the way in which they are expressed may be. A trademark protects words, phrases, symbols, or designs identifying the source of the goods or services of one party and distinguishing them from those of others.
Your work is under copyright protection the moment it is created and fixed in a tangible form that it is perceptible either directly or with the aid of a machine or device.
For more information on copyrights, please contact the U.S. Copyright Office:
Library of Congress
101 Independence Avenue, SE
Washington, D.C. 20559-6000
Telephone Number: 202-707-3000 & 202-707-9100 (forms only)
What Is a Patent?
A patent for an invention is the grant of a property right to the inventor, issued by the United States Patent and Trademark Office (USPTO). The right conferred by the patent grant is, in the language of the statute and of the grant itself, “the right to exclude others from making, using, offering for sale, or selling” the invention in the United States or “importing” the invention into the United States. What is granted is not the right to make, use, offer for sale, sell or import, but the right to exclude others from making, using, offering for sale, selling or importing the invention. Once a patent is issued, the patentee must enforce the patent without aid of the USPTO.
How long does a patent last?
Generally, the term of a new patent is 20 years from the date on which the application for the patent was filed in the United States or, in special cases, from the date an earlier related application was filed, subject to the payment of maintenance fees. U.S. patent grants are effective only within the United States, U.S. territories, and U.S. possessions. Under certain circumstances, patent term extensions or adjustments may be available.
Are there different types of patents?
There are three types of patents. Utility Patents may be granted to anyone who invents or discovers any new and useful process, machine, article of manufacture, or compositions of matters, or any new useful improvement thereof. Design Patents may be granted to anyone who invents a new, original, and ornamental design for an article of manufacture. Plant Patents may be granted to anyone who invents or discovers and asexually reproduces any distinct and new variety of plants.
For more information on U.S. patents, please contact the Inventors Assistance Center (IAC) at:
Inventors Assistance Center
Telephone Numbers: 1-800-786-9199 & 703-308-HELP (4357)
MINORITY BUSINESSES AND VENDOR REGISTRATION
How does the state of Georgia define a minority business?
According to the Georgia Department of Administrative Services (DOAS), the state defines a minority business (or Minority Business Enterprise - MBE) as one that is owned or controlled by one or more minority persons and is authorized to and is doing business under the laws of this state, paying all taxes duly assessed, and domiciled within this state.
“Owned and Controlled" means a business:
In the administering of purchasing activities and vendor registration, the state recognizes five (5) minority groups: Asian American, Native American, African American, Hispanic/Latino and Pacific Islander.
How do I certify my business as a minority business in the state of Georgia?
To certify your company as a Minority Business Enterprise and/or as a Minority Subcontractor with the Georgia Department of Administrative Services (DOAS), simply complete the Georgia Department of Transportation’s (GDOT) Certification Application, available online by visiting the DOAD State Purchasing, Vendor Relations Office website at www.statepurchasing.doas.georgia.gov.
DOAS accepts the GDOT Certification Application which captures the required data for DOAS. For more information, please contact the DOAS State Purchasing at 404-657-6000.
How do I register my business with the state of Georgia?
Vendor Registration is done through the Georgia Department of Administrative Services (DOAS). Registration is open to any business wishing to enter into a business contract with state governmental or educational agencies. For more information on the registration process, please contact the DOAS State Purchasing at 404-657-6000.
Who can answer my questions concerning labor laws in Georgia?
Contact the Georgia Department of Labor (GDOL) with questions about Georgia’s labor laws. The GDOL can provide you with information useful in the formation and operation of your business enterprise in Georgia.
Georgia defers to the Occupational Safety and Health Administration (OSHA), the federal agency responsible for the circulation and enforcement of occupational safety and health regulations. Additional information is available in the Georgia Department of Labor and OSHA sections of this booklet.
Do I have to report who works for my business?
Employers or labor organizations doing business in the state of Georgia shall report the hiring of any person who resides or works in Georgia to whom the employer anticipates paying earnings. Employers must also report rehires or the return to work of an employee who has been laid off, furloughed, separated, granted a leave without pay, or terminated from employment. To obtain more information you may contact the Georgia New Hire Reporting Program. Additional information is available in the Georgia New Hire Reporting section of this booklet.
Where can I obtain information about grants and other financial opportunities?
Unfortunately, the Office of the Secretary of State does not have a grant program for starting a business. However, financial opportunities of all kinds are offered by numerous local, state, and federal agencies, as well as by a number of private organizations. You may want to begin your search for funds by visiting your local library for a listing of available grants, or by contacting one of the agencies listed below:
Department of Community
60 Executive Park South, NE
Atlanta, Georgia 30329
Telephone Number: 404-679-4940
Governor’s Entrepreneur and Small Business Office
75 5th Street, NW-Suite 825
Atlanta, Georgia 30308
Telephone number: 404-656-6315
Website address: www.georgia.org
Small Business Administration - Georgia District Office
233 Peachtree Street
Harris Tower-Suite 1900
Atlanta, Georgia 30303
Telephone number: 404-331-0100
Website address: www.sba.gov/ga
Women’s Economic Development Agency, Inc.
675 Ponce de Leon Avenue, NE
Atlanta, Georgia 30308
Telephone Number: 404-853-7680
Website address: www.weda-atlanta.org
Email address: inquiries@WEDA-atlanta.org
Federal Grant Opportunities
Website address: www.fedgrants.gov
Additional Federal Grant Information
Website address: www.grants.gov