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OFFICE OF SECRETARY OF STATE CORPORATIONS DIVISION 2 Martin Luther King Jr. Dr. SE Suite 313 West Tower Atlanta, Georgia 30334 (404 ) 6 56 - 2817 s o s. georg i a . go v /c orp o ra t i on s Secretary of State F I L I N G P R O C E DU R E S F O R F O RM IN G A GEO R G I A CORPORATION Corporations a r e f o r m ed by f il i ng a r ti c l es of incorporation w i t h t h e S ecre t a r y o f S t a t e . T h e m i n i mu m r equ i r e m en ts of Ge o r gi a la w a r e out l i ne d herein . Man y oth er p r ov i sion s m a y, an d p e r ha ps s houl d, be include d i n th e articles. I t i s v e r y s i m pl e t o f o r m a corporation . The qu esti o n o f w h et h e r o r n o t a corporation s hou ld b e f o r m ed is c om p le x . T he Co rpo rations Di v i s i o n s t r o n g l y r eco m m e n d s t h a t f il e rs o b t a i n p rof e ss i o n a l l e g a l , t a x a n d / or b u s i n e ss a dv i ce t o as s ur e t h e f i l er’ s g o a l s a n d i n t e n ti o n s ar e m e t , a nd t h a t req u ire m e n t s o f t h e l a w ar e sa t i sf i e d , bo t h b efo re a n d a f t e r f o r m a t i o n o f t h e e n t i ty . N a m e R e se rv a t i o n A na m e m ay be r es er ved pri o r to filing entity formation or registration documents . A r ese r v a t i on f ee of $ 2 5 m ust acco m pa n y t h e r eq u est. Fees are non - refundable. The r e serv a ti on m ay be m ade online or by submitting a Name Reservation Request form. If the name reservation is approved, a name reservation nu m ber wil l be pr o vi ded to the filer by return em a i l . A name reservation is effective for 30 days or until the filing forming or registering the entity is submitted, whichever is sooner. Name reservation requests are generally processed withi n 3 to 5 business days of r ec ei pt of an online r e qu est and within 5 to 7 business days o f receipt of a mail - in request . To redeem a name reservation, enter t h e reservation numb er in the field provided on an online business formation application or, if submitting a paper filing, p la c e t h e numb er on t h e T r a n s m ittal Information Form 227 that is f iled with the articles of incorporation . Name r eservation s ar e no t availabl e b y telephone . Entity formation and registration filing s ar e accepte d withou t a nam e reserva t ion . P re p aration of Articles of Incorporation Articles of incorporation m ust i n c l u de t he i n f o r m a ti on de s c r i bed i n O . C . G . A . § 1 4 - 2 - 20 2 (prof it corporation ) , O . C . G . A . § 1 4 - 3 - 2 02 ( n o n p r ofi t corporation ) , or O . C . G . A . §§ 14 - 2 - 202 and 14 - 7 - 3 (professional corporation) . Articles may be filed online or mailed to the Corporations Division at the above address. Articles mailed to the office m ust b e sub m i tt e d on w h i t e 8 ½x11 p ap er . A n incorpora tor na m ed i n t he a r t i c l es o r an a t t o r ney in fact must s i g n a r t i c l es o f i n c o r p o r a ti o n . Th e s i g n e r (s ) s h o u l d i n d i ca t e i n wh a t capac it y h e o r s h e i s s i g n i n g . The signature does not need to be notarized. F ili n g of Articles of Incorporation a n d T ra n smittal Information F orm 227 For filings not submitted online, the original and one copy of the a r t ic l es of incorporation , a c o m p l e t e d T ra n s m i t t al Information F orm 227 , and the $100.00 filing fee should be mailed or delivered to the Corporations Division at the above address. Checks should be made payable to “Secretar y of State.” Articles of incorporation are effective on the date received by the Corporations Division unless a delayed effective date is specified therein. A certificate of incorporation will be mailed to the applicant, usually in five to seven business days. Workload issues will sometimes result in a longer turnaround time , perhaps up to 12 business days . Filings that are not complete will be returned to the applicant along with a notice that describes the deficiency. If corrected and returned within 30 days of the date of the deficient document notice, the initial date of receipt will be the date of formation. Deficient filings are deemed abandoned if still pending after 60 days from the date of the deficient document notice. After the filing is deemed abandoned, a new filing, including new filing fees, will be required. Fees are non - refundable. C orporate Officers a n d Annu al R egistratio n (“AR”) W i t h i n 90 da y s of i n c o r p o r a t i on, each G e o r g i a c o r p o r a t i on m ust f i l e an i n it i al AR t ha t li s ts th re e pr in c i p al off i cer s with t h e S e c re ta r y o f St a t e . The f ee is $50 .00 for profit corporations and $30.00 for nonprofit corporations . Corp o r a tio n s th a t f o rm between O c to b er 2 and December 31 must f ile the i n iti a l AR b e tw ee n J an u a ry 1 a nd A pr il 1 o f t h e next calendar yea r. Subsequent ARs are filed between January 1 and April 1 of each calendar year thereafter. The AR should be filed online at http://www. sos .ga.gov/Corporations/ . C h a ng e s to t h e corporation’s a d d r e ss , officers, a nd / o r r e g is t e r ed a g e n t and r e g i s t e r ed office a d d r e ss t h r ou g h o ut t he y e ar a r e m a de b y fil i n g an AR or an amended AR a n d p a y i n g t he appropriate f ee . A corporation t h a t does n o t sub mi t it s AR i s su bje ct t o ad mi n i s trativ e d is so l u ti on. An administratively dissolved corporation may be reinstated within 5 years of the effective date of dissolution. T he r e i s a $ 250 f ee t o reinstat e a n administrativel y dissolve d corporation . Fees are non - refundable. Filing Procedure – Corporation (Rev . 10/2018 ) PROFIT CORPORATIONS Articles of incorporation for profit corporations must contain the following information: 1. The exact name of the corporation. 2. The number of shares the corporation is authorized to issue. This will be the maximum number of shares the corporation can issue without amending its articles. The number cannot be zero (0). 3. The stree t add ress and county of the initial registere d office and the name of initial registere d agent at that office in this State . The registered office address mus t be a street address in Georgia ; a po st office box is not sufficien t. The registered agent may be an ind ividual, another corpo ration, a limited liability company . The regist ered agent is the party de sign ated by the corporation to acce pt notices on its behalf, and to alert the app rop riate personnel. 4. The name and address of each incorporator. The incorporator(s) is the person(s) that signs the articles of incorporation, delivers them to the Secretary of State for filing, and then organizes the corporation. 5. The mailing address o f the corporation’s principal office, if different from the registered office. The principal office address may be a post office box, unlike the registered office. The principal office mailing address is the address to which any correspondence to the corpo ration from the Corporations Division will be sent. An incorporator named in the articles or an attorney in fact must sign the articles of incorporation. Beneath the signature, the signer must state the capacity in which he or she is signing. Thus, the articles of incorporation for a profit corporation might app ear as follows: Articles of Incorporation of AB C and Associates, Inc. Ar ticle 1 The name of the corporation is ABC and Ass ociates, Inc. Article 2 The corporation is authorized to issue (fill in the number) shares. (Number may not be “0”.) Article 3 The street address of the registered office is 123 Magnolia Lane, Atlanta, Georgia 12345. The registered agent at such address is John Doe. (The registered office address must be a street address at which the agent may be personally located.) The county of the registered office is ___________. Article 4 The name and address of each incorporator is: John Doe Jane Doe Jack Doe 123 Magnolia Lane 123 Magnolia Lane 123 Magnolia Lane Atlanta, GA 1234 5 Atlanta, GA 1234 5 Atl anta, GA 1234 5 Article 5 The mailing address of the corporation ’s principal office is 2 Magnolia Lane, Atlanta, GA 12345. IN WITNESS WHEREOF, the undersigned has exe cuted these Articles of Incorporation on the _____ day of ______________, 2014. (signature) John Doe (Capacity of signer (i.e. incorporator or attorney in fact) ) Filing Procedure – Corporation (Rev . 10/2018 ) NONPROFIT CORPORATIONS Articles of incorporation for nonprofit corporations include the same information required of profit corporations, except: 1. Articles of incorporation for nonprofit corporations do not include a statement regarding the number of shares the corporation is authorized to issue . 2. The following statement must be included in the articles : “The corporation is organized pursuant to the Georgia Nonprofit Corporation Code.” 3. Articles of incorporation for a nonprofit corporation must include a statement indicating whether or not the corporation will hav e members. For example: “The corporation will have members.” or “The corporation will not have members.” An incorporator named in the articles, or an attorney in fact , must sign nonprofit articles of incorporation. Beneath the signature, the signer must st ate the capacity in which he or she is signing. Note : See additional information below if the nonprofit corporation intends to pursue “tax -exempt” status under 501(c)(3) or some other provision of the Internal Revenue Code. Thus, articles of incorporation for a nonprofit corporation might appear as follows: Note to nonprofit corporations that will pursue “tax exempt” status: If you intend to apply to the Internal Revenue Service (IRS) for recognition of federal tax -exempt status as a charitable organization under section 501(c)(3) of the Internal Revenue Code, your articles of incorporation must contain certain provisions. For more informa tion, visit www.irs.gov/Charities -&-Non -Profits/Charitable - Articles of Incorporation of AB C and Associates, Inc. Ar ticle 1 The name of the corporation is ABC and Ass ociates, Inc. Article 2 The corporation is organized pursuant to the Georgia Nonprofit Corporation Code. Article 3 The street address of the registered office is 123 Magnolia Lane, Atlanta, Georgia 12345. The registered agent at such address is John/Jane Doe. (The registered office address must be a street address at which the agent may be personally located.) The county of the registered office is ___________. Article 4 The name and address of each incorporator is: John Doe Jane Doe Jack Doe 123 Magnolia Lane 123 Magnolia Lane 123 Magnolia Lane Atlanta, GA 1234 5 Atlanta, GA 1234 5 Atl anta, GA 1234 5 Article 5 The corpo ration (will/will not) have members. Article 6 The mailing address of the corporation ’s principal office is 2 Magnolia Lane, Atlanta, GA 12345. IN WITNESS WHEREOF, the undersigned has exe cuted these Articles of Incorporation on the _____day of ______________, 2014. (signature) John Doe (Capacity of signer (i.e. incorporator or attorney in fact) ) Filing Procedure – Corporation (Rev . 10/2018 ) Organizations/Charity -Required -Provisions -for -Organizing -Do cuments on the IRS website. To learn about the general requirements for federal tax -exempt status, visit www.irs.gov/charities , or download IRS Publication 557, Tax -Exempt Status for Your Organization . Additional information and resources can be found at www.stayexempt.irs.gov/Resource -Library . Secretary of State staff cannot provide advice in this matter. PROFESSIONAL COR PORATIO NS A Georgia professional corporation is a profit corporation organized under the Georgia Business Corporation Code (O.C.G.A. Title 14, Chapter 2) that elects to be governed by the Georg ia Professional Corpora tion Act ("(O.C.G.A. Title 14, Chapter 7). A person or group of persons making such an election must be licensed by an appropriate regulating board to practice one of the professions listed in the Georgia Professional Corporation Act in Georgia . Pursuant to the Georg ia Professional Corporation Act, “profession” is defined a s one of the following professions : certified public accountancy, architecture, chiropractic, dentistry, professional engineering, land surveying, law, pharmacy, psychology, m edicine and surgery, optometry, osteopathy, podiatry, veterinary medicine, registered professional nursing, or harbor piloting . Please see O.C.G.A. Title 14, Chapter 7 for additional information. Articles of incor porat ion for professional cor pora tions includ e the same informat ion requ ired of profit corporations, and must also include the following information : 1. State the purpose of the corporation is to practice one of the profession s listed in the Georgia Professional Corporation Act ; and 2. State that the corporation elects to be governed by the Georgia Professional Corporation Act . An incorporator named in the articles, or an attorney in fact, must sign articles of incorporation. Beneath the signature, the signer must state the capacity in wh ich he or she is signing. Thus, articles of incorporation for a professional corporation might appear as follows: Articles of Incorporation of Doe Family Medicine , P.C. Ar ticle 1 The name of the corporation is Doe Family Medicine , P.C . Article 2 The corporation is organized pursuant to the provisions of the Georgia Business Corporation Code, and the corporation elects to be governed by the provisions of the Georgia Professional Corporation Act. Article 3 The corporation is organized for the purpose of practicing the profession of medicine and surgery. Article 4 The corporation is authorized to issue (fill in the number) shares. (Number may not be “0”.) Article 5 The street address of the registered office is 123 Magnolia Lane, Atlanta, Georgia 12345. The registered agent at such address is John Doe. The county of the registered office is ___________. Article 6 The name and address of each incorporator is: John Doe, M.D. 123 Magnolia Lane Atlanta, GA 12345 Article 7 The mailing address of the corporatio n’s principal office is 2 Magnolia Lane, Atlanta, GA 12345. IN WITNESS WHEREOF, the undersigned has exe cuted these Articles of Incorporation on the _____day of ______________, 201 7. (signature) John Doe , M.D. (Capacity of signer (i.e. incorporator or attorney in fact) ) Filing Procedure – Corporation (Rev . 10/2018 ) PUBLICATION OF NOTICE OF INTENT TO INCORPORATE All corporations must publish a notice of intent to incorporate in the newspaper which is the official legal organ of the county where the initial registered office of the corporation is to be located, or in a newspaper of general circulation in such count y and for which at least 60 percent of its subscriptions are paid. A list of legal organs is published at http://www.gsccca.org/clerks, or the clerk of superior court can advise you as to the legal organ in your county. The notice of intent to incorporate and a $40.00 publication fee should be forwarded directly to the newspaper no later than the next business day after filing articles of incorporation with the Secretary of State. The notice should be in the following format: OTHER IM PORT ANT IN FORM ATION FOR CORPORATIONS :  Contact the IRS to determine whether an Employee Identification Number is needed . It is obtained from the IRS. Call 1-866 -816 -206 5 or visit the IRS web sit e, http://www.irs. ustreas.gov.  The Ge orgia De partment of Revenu e should be contacted regarding compliance with state tax laws. Income and net worth tax information may be obtai ned by calling (40 4) 656-4191 . Sales and withholding tax informati on may be obtai ned by calling (40 4) 651-865 1 or at the DOR ’s web site, https://etax.dor.ga.gov/ .  Many corporations will be required to obtain workers’ compensation insu rance. W orkers’ compensation i nformati on may be obtai ned by calling 1-80 0-53 3-06 82 or (404) 65 6-381 8.  Many corporations will be subject to u nemployment tax requirements of the “Georgia Employ ment Sec urity Law.” Information may be obtained from the Georgia Department of La bor at (404) 656 -559 0 or http://ww w.do l.state.ga.us.  Nonprofit corporations that will be soliciting or accepting contributions in Georgia should contact the Securities Division of the Office of Secretary of State at (844) 753 -7825 or 2 MLK Jr. Dr. SE, 313 West Tower, Atlanta, GA 30334 to determine if additional registration is required by law. NOTICE OF INCORPORATION Dear Publisher: Please publish once a week for two consecutive weeks a notice in the following form: Notice is given that articles of incorporation that will incorporate (Name of Corporation) have been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code (or Georgia Nonprofit Corporation Code). The initia l registered office of the corporation is located at (Address of Registered Office) and its initial registered agent at such address is (Name of Registered Agent). Enclosed is (check, draft or money order) in the amount of $40.00 in payment of the cost o f publishing this notice. Sincerely, (Authorized signature)