Fill and Sign the Georgia Professional Corporation Form

Prepared by U.S. Legal Forms, Inc. Copyright 2016 - U.S. Legal Forms, Inc. STATE OF GEORGIA PROFESSIONAL CORPORATION Control Number: GA-00INC2 The contents of this package are as follows: 1. Statutory References 2. Introduction and Law Summary 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Disclaimer GEORGIA PROFESSIONAL CORPORATION for LICENSED PROFESSIONALS Electronic Version Statutory References GEORGIA CODE, Title 14, Chapter 2 (Georgia Business Corporation Code) http://www.legis.state.ga.us/cgi-bin/gl_codes_detail.pl?code=14-2-101 GEORGIA CODE, Title 14, Chapter 7 (Georgia Professional Corporation Act) http://www.legis.state.ga.us/cgi-bin/gl_codes_detail.pl?code=14-7-1 Introduction and Law Summary A Georgia professional corporation formed to engage in the practice of a state-licensed profession is subject to the provisions of both the Georgia Professional Corporation Act and the Georgia Business Corporation Code. The practice of a licensed profession in the State of Georgia by a professional corporation is also subject to and controlled by the rules and regulations of the Georgia governing/examining agency/board for that profession. As used in the Professional Corporation Act, the term: 1. "Licensed" includes registered, certified, admitted to practice, or otherwise legally authorized under the laws of Georgia by the appropriate regulating board. 2. "Profession" means the profession of the profession of certified public accountancy, architecture, chiropractic, dentistry, professional engineering, land surveying, law, pharmacy, psychology, medicine and surgery, optometry, osteopathy, podiatry, veterinary medicine, registered professional nursing, or harbor piloting. 3. "Professional corporation" means a corporation, whether domestic or foreign, organized under Professional Corporation Act which has elected to become subject to the Act. 4. "Regulating board" means any board, commission, court, or governmental authority which, under the laws of Georgia, is charged with the licensing, registration, certification, admission to practice, or other legal authorization of the practitioners of any profession. A person or a group of persons licensed to practice a profession in Georgia may elect to practice as a professional corporation by complying with Professional Corporation Act. The articles of incorporation of a professional corporation must be filed and the professional corporation must be organized under Professional Corporation Act. The articles must state that the purpose of the corporation is to practice the profession named in the articles and that the corporation elects to be governed by Professional Corporation Act. A professional corporation may practice only one profession, but for the purpose of Professional Corporation Act, the practice of architecture, professional engineering, and land surveying must be considered the practice of only one profession to the extent that existing laws permit overlapping practices by members of those specific professions not inconsistent with the ethics of the professions involved. A professional corporation engages in the practice of a profession only through its officers, employees, and agents who are duly licensed or otherwise legally authorized to practice the profession in Georgia. This restriction does not prevent the corporation from employing unlicensed persons in capacities in which they are not rendering professional services to the public in the course of their employment. At least one member of the board of directors and the president of a professional corporation must be licensed to practice the profession for which the corporation is organized. If the governing board of a professional corporation includes persons not so licensed, the corporation must, by creation of a standing committee of the board or otherwise, vest the responsibility for decisions relating wholly to professional considerations in persons who are so licensed. Shares in a professional corporation may only be issued to, held by, or transferred to a person who is licensed to practice the profession for which the corporation is organized and who, unless disabled, is actively engaged in such practice as an active practicing member of the issuing corporation. Each stock certificate must be appropriately endorsed disclosing this restriction and stating that shares standing in the name of a disqualified or retired person, or in the name of the personal representative of a deceased person, except during the holding period provided by law are void. Shares in a professional corporation must be voted by the holder of record or by another shareholder in the same corporation in accordance with a proxy or an agreement providing for the voting of the shares. Shares in a professional corporation held by a deceased or retired shareholder must, within six months after the date of death or retirement of such shareholder, be either redeemed or canceled by the corporation or transferred to a person or persons authorized to hold the shares unless transferred under a written agreement to an authorized shareholder. The shares held by a shareholder who becomes legally disqualified from practicing the profession for which the corporation is organized or who is disqualified as a shareholder, must be redeemed, canceled, or transferred within 90 days after the disqualification becomes final. In the absence of an article or bylaw provision or an agreement providing for the redemption or transfer of such shares or, if the shares are not redeemed or transferred pursuant to such a provision or agreement within the required period of time, the corporation is authorized to and must cancel the shares on its books at the termination of the required period. If valuation and payment terms are not fixed under such an existing provision or agreement and are not agreed upon either prior to or at any time after the termination of the required period, the fair value of the redeemed or canceled shares must be determined and paid in the same manner as if the personal representative of the deceased shareholder, or the retired or disqualified shareholder, were a shareholder entitled to valuation and payment for his shares under Georgia Code §14-2-1327. The personal representative of the deceased shareholder, or a retired or disqualified shareholder, is not authorized at any time to participate in or vote on any matter concerning the rendering of professional services by the corporation. Shares held in a professional corporation and owned by a shareholder may be transferred under a written agreement to an authorized shareholder which allows the shares to remain outstanding provided that the shares are collateral under a security agreement for the purchase price of the shares. In the event that the purchase price is not paid and the shares held as collateral are returned to the selling shareholder, the selling shareholder must have a reasonable period of time, not to exceed one year after the return of the shares, to transfer the shares to an authorized shareholder. During that period the shareholder, if an active or inactive member of his profession, may vote the shares. If a professional corporation at any time ceases to have a shareholder licensed or otherwise authorized to practice and actually practicing the profession for which the corporation is organized, or if a professional corporation does not redeem, cancel, or transfer the shares of a disqualified, retired, or deceased person, the corporation must cease to be a professional corporation and must operate as a corporation for profit organized under Professional Corporation Act for the sole purpose of liquidation. The name of a professional corporation: 1. Must contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," or words or abbreviations of like import in another language. 2. May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by law and its articles of incorporation. 3. May not contain anything which, in the reasonable judgment of the Secretary of State, is obscene. 4. Cannot in any instance exceed 80 characters, including spaces and punctuation. In lieu of the use of a word or abbreviation as required by statute, the word "associated," the phrase "professional association," the phrase, "professional corporation," or an abbreviation of any of them may be used. Nothing contained in Professional Corporation Act limits the authority and duty of any regulating board to regulate the several professions including the right to establish and enforce standards of practice, and nothing contained in Professional Corporation Act changes the law or existing standards applicable to the relationship between the person furnishing a professional service and the person receiving such service, including, but not by way of limitation, the rules of privileged communication and the contract, tort, and other legal liabilities and professional relationships between such persons. PRIOR TO FILING THE ARTICLES OF ORGANIZATION FORMING A PROFESSIONAL CORPORATION, YOU SHOULD CONFIRM WITH THE GEORGIA GOVERNING/EXAMINING AGENCY/BOARD FOR YOUR PROFESSION THAT YOU ARE IN FULL COMPLIANCE WITH ALL OF THE BOARD'S RULES AND REGULATIONS. * * * Forms List The following forms are available for download with this package.  GA-00INCP: Articles of Incorporation  GA-TRANS : Georgia Transmittal Information Sheet  GA-PC-NI : Notice of Incorporation  GA-PC-TL: Sample Transmittal Letter  GA-PC-OM: Sample Organizational Minutes  GA-PC-BL: Sample Bylaws  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  US-IRS-2553 : Election of “S” Corporation Status & Instructions  GA-PC-AM : Sample Annual Minutes  GA-PC-CR : Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate Instructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to Incorporate Step 1: Complete the Articles of Incorporation. NAME RESERVATION A name may be reserved prior to fling. A reservation fee of $25 must accompany the request. The reservation may be made at the Corporations Division web site, http://www.georgiacorporations.org. A number that remains in efect for 30 days will be provided by return e-mail within 24 hours of receipt of the request, and often sooner. Place the number on the Transmittal Form 227 that is fled with the articles of incorporation. A reservation number may also be obtained by writing to the Division at the above address. Please provide the name, address and telephone number of the person making the request. Reservations are not available by telephone. Filings are accepted without a name reservation, but will be returned if the name is already in use . See FORM: GA-00INCP ARTICLES OF INCORPORATION General instruction regarding completion of the Articles of Incorporation:  This form MUST be typed or printed clearly in black ink.  Articles MUST be submitted on white 8½x11 paper.  An incorporator named in the articles or the filing attorney must sign the articles of incorporation. (If the Chairman of the Board of Directors or corporate officer of a profit corporation has been elected, he or she may sign the Articles.)  The signer should indicate in what capacity he/she is signing.  The original and one copy of the articles of incorporation, and Transmittal Form 227 (see below), must be sent to the Secretary of State.  Articles of Incorporation are effective on the date received by the Corporations Division unless a post-effective date is specified therein.  A certificate of incorporation will be mailed to the applicant within five business days.  Filings that are not complete will be returned to the applicant along with a notice that describes the deficiency. If corrected within 60 days, the initial date of receipt will be the date of incorporation. Completing the Articles of Incorporation  This form MUST be typed or printed clearly in black ink.  The Articles MUST be submitted on white 8½x11 paper. 1. Fill in the corporate name you have reserved. 2. Fill in the number of shares of stock the corporation is authorized to issue. (The number may not be zero.) 3. First, provide an actual street address (DO NOT USE A P.O. BOX ADDRESS. Next, provide the name of the registered agent at that address. Finally, list the county in which the registered office is located. (The registered agent can be: (a) An individual who resides in Georgia and whose business office is identical to the registered office; (b) A domestic corporation or nonprofit domestic corporation whose business office is identical to the registered office; or (c) A foreign corporation or nonprofit foreign corporation authorized to transact business in Georgia whose business office is identical to the registered office.) 4. Give the name and street address of each incorporator. 5. There is nothing to add to this section. 6. Provide the principal mailing address for the corporation.  Upon the filing of the articles of incorporation in the Department of State, the corporation shall exist.  The incorporator(s) should sign and date the Articles of Incorporation.  Submit in duplicate (original and one copy).  A certificate of organization will be mailed to the applicant within five business days.  The filing fee is $100.00 (which include the filing fee for TRANSMITTAL FORM 227), payable to "Secretary of State." Step 2: See FORM: GA-TRANS TRANSMITTAL FORM 227 (TRANSMITTAL INFORMATION, GEORGIA PROFIT CORPORATION) Instructions to complete Transmittal Form 227:  This form should be typed or printed clearly in black ink.  1. Fill in the Corporate Name Reservation Number that you received when you reserved your corporate name. Provide the corporate name you reserved.  2. Provide the Applicant’s (or Applicant’s attorney’s) name, telephone number, and complete address.  3. Sign and date the form.  Mail the original and one copy of Transmittal Form 227, along with the Articles of Incorporation, to the Secretary of State. Step 3: Mail the original and one copy of the Articles of Incorporation and the original and one copy of Transmittal Form 227 with the $100.00 a filing fee (make check payable to Secretary of State) to: Secretary of State Corporations Division 315 West Tower, #2 Martin Luther King, Jr. Drive Atlanta, Georgia 30334-1530 (404) 656-2817 A cover letter to send with the Articles of Organization and Transmittal Form 227 is included in this package See FORM: GA-PC-TL SAMPLE TRANSMITTAL LETTER Step 4: Upon return of the Articles of Incorporation, conduct an Initial meeting at which time directors and officers are elected, by-laws are adopted, and other action is taken. See FORM: GA-PC-OM SAMPLE ORGANIZATIONAL MINUTES See FORM: GA-PC-BL SAMPLE BY-LAWS Step 5: Apply for a Federal Tax Identification Number. This is done with form IRS-SS- 4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 6: If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate. See Supplemental Form: US-IRS-2553 ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS Step 7: Open a Corporate bank account and conduct business. Step 8: Hold an annual meeting of the directors and shareholders at least once a year to elect directors and officers for the upcoming year and to take action as needed. See FORM: GA-PC-AM General: For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: GA-PC-CR Corporate Ofcers and Annual Registration* Within 90 days of incorporation, each Georgia corporation must fle an initial “annual” registration form that lists three principal ofcers with the Secretary of State. The fee is $30. The registration form should be fled online at georgiacorporations.org. Corporations that form between October 2 and December 31 fle the initial form between January 1 and April 1 of the ensuing year. Changes to the corporate address and/or ofcers throughout the year are made by fling another registration form and paying the $30 fee. A corporation that does not submit its annual registration is subject to administrative dissolution. There is a $100 fee, plus past due registration fees, to reinstate an administratively dissolved corporation. O THER IMPORTANT INFORMATION FOR G EORGIA CORPORATIONS : A. An Employee Identification Number will be needed. It is obtained from the Internal Revenue Service. Call 1-800-829-3676 to obtain the forms, or download the forms from our website, http://www.uslegalforms.com/incorporation/irs/IRS-SS-4.pdf B. The Georgia Department of Revenue should be contacted regarding compliance with state tax laws. Income and net worth tax information may be obtained by calling (404) 656-4191. Sales and withholding tax information may be obtained by calling (404) 651-8651 or at the DOR’s web site, http://www2.state.ga.us/Departments/DOR . C. Many corporations will be required to obtain workers’ compensation Insurance. Workers’ compensation information may be obtained by calling 1-800-533-0682 or (404) 656-3818. D. Many corporations will be subject to unemployment tax requirements of the "Georgia Employment Security Law." Information may be obtained from the Georgia Department of Labor at (404) 656-5590 or http://www.dol.state.ga.us . * * * Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal: If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Corporate Books: See http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gif Order for your state: http://www.uslegalforms.com/stock-certificates.htm * * * Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. 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