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Georgia Professional Corporation

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SAMPLE BY-LAWS
GEORGIA PROFESSIONAL CORPORATION

GA-PC-BL

This By-Laws form is a sample and should be examined carefully to assure that they are consistent with your wishes and desires for the corporation. Modify as needed.

This form provides that ALL directors, officers, and shareholders be licensed to practice the profession in Georgia. Fill in the blanks with the name of your profession as appropriate.

BY-LAWS

OF

ARTICLE I. NAME AND LOCATION

SECTION 1. The name of this Professional Corporation (“the Corporation”) shall be

SECTION 2. The Principal office of the corporation in the State of Georgia shall be , , Georgia and its initial registered office in the State of Georgia shall be , Georgia.

ARTICLE II. SHAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held on the in each year, beginning with the year at the time designated by the Board of Directors.

SECTION 2. Special Meeting. Special meetings of the shareholders may be called by resolution of the Board of Directors or by the President at the request of the holders of not less than a majority of all the outstanding shares.

SECTION 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Georgia, as the place of meeting.

SECTION 4. Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting.

SECTION 5. Closing of Transfer Books or Fixing of Record Date. The Board of Directors may close the stock transfer books for a stated period not to exceed seventy (70) days.

SECTION 6. Shareholders' List. The officer or agent having charge of the share ledger shall prepare an alphabetical list of all persons entitled to notice and to represent shares at such meeting.

SECTION 7. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

SECTION 8. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

SECTION 9. Voting of Shares. Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote.

SECTION 10. Voting of Share by Certain Holders. No shares may be voted except by shareholders who are licensed to practice in the State of Georgia.

SECTION 11. Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing is signed by all shareholders entitled to vote.

SECTION 12. Cumulative Voting. Each shareholder entitled to vote shall have the right to vote the number of shares owned by him for as many persons as there are Directors to be elected.

ARTICLE III. BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors except as otherwise herein provided.

SECTION 2. Number, Tenure and Qualifications. The number of Directors of the corporation shall be ( ). Each Director shall hold office until the next annual meeting of shareholders. Each Director shall be licensed to practice in the State of Georgia and shall be a shareholder.

SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this By-Law immediately after, and at the same place as the annual meeting of shareholders.

SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any Director.

SECTION 5. Notice. Notice of any special meeting shall be given at least five (5) days previously thereto by notice personally given or mailed to each Director.

SECTION 6. Quorum. A majority of the number of Directors fixed by Section 2 shall constitute a quorum for the transaction of business.

SECTION 7. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 8. Compensation. Directors may be paid their expenses of attendance at each meeting and may be paid a fixed sum for attendance or a stated salary as Director.

SECTION 9. Presumption of Assent. A Director present at a meeting shall be presumed to have assented to the action taken unless his dissent is entered in the minutes.

SECTION 10. Informal Action by Board of Directors. Any action required to be taken at a meeting of the Directors may be taken without a meeting if a consent in writing is signed by each director.

ARTICLE IV. OFFICERS

SECTION 1. Number. The officers of the corporation shall be a each of whom shall be elected by the Board of Directors.

Each officer of the corporation shall be licensed to practice in the state of Georgia and shall be a shareholder.

SECTION 2. Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at the first meeting held after each annual meeting of the shareholders.

SECTION 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed whenever in its judgment the best interest of the corporation would be served thereby.

SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors.

SECTION 5. President. The President shall be the principal executive officer of the corporation and shall supervise and control all of the business and affairs of the corporation.

SECTION 6. Vice-President. The Board of Directors may determine when there is a need for a Vice-President or Vice-Presidents.

SECTION 7. Secretary-Treasurer. The Secretary-Treasurer shall keep the minutes, be custodian of the corporate records and seal, and have charge of the funds and securities of the corporation.

SECTION 8. Salaries. The salaries, compensation and other benefits of the officers shall be fixed from time to time by the Board of Directors.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts. The Board of Directors may authorize any officer or officers to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation.

SECTION 2. Loans. No loans shall be contracted on behalf of the corporation unless authorized by resolution of the Board of Directors.

SECTION 3. Checks, Drafts, etc. All checks and other orders for the payment of money shall be signed by such officer or officers as determined by resolution of the Board of Directors.

SECTION 4. Deposits. All funds not otherwise employed shall be deposited in such banks or depositories as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares. Certificates representing shares shall be in such form as determined by the Board of Directors.

SECTION 2. Transfer of Shares. Transfer of shares shall be made only on the stock transfer books of the corporation by the holder of record or by legal representative.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may from time to time declare dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the state of incorporation, and the words "Corporate Seal."

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or Director, a waiver thereof in writing signed by the person entitled to such notice shall be equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a majority vote of the Board of Directors or by a majority vote of the shareholders.

ARTICLE XII. ADDITIONAL PROVISIONS

In the event that any shareholder retires from the active practice of , becomes disqualified to engage in the practice of in the State of Georgia, or dies, and absent a private agreement to the contrary, the shares of said shareholder shall be immediately purchased by the remaining shareholders and, second, to the corporation at said price.

The corporation shall at all times be subject to and in compliance with all applicable state and federal statutes, as well as all the rules and regulations of the agency/board with jurisdiction over the profession practiced by the corporation.

Prepared by:

Date:

END BY-LAWS

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What a Georgia Professional Corporation Is

A Georgia Professional Corporation is a statutory corporate entity created to allow licensed professionals to practice together under a corporate structure while meeting state licensing rules. It is formed under Georgia business statutes and is limited to the delivery of professional services authorized by the shareholders' licenses. Formation requires filing organizational documents with the Georgia Secretary of State and supplying evidence that officers or shareholders hold required professional licenses.

Why professionals choose this entity

The Georgia Professional Corporation lets licensed practitioners organize as a corporation while preserving professional licensing oversight. It separates business assets from individual liability for ordinary debts, supports continuity of practice, and provides a familiar corporate governance structure for partners or shareholders.

Why professionals choose this entity

Who typically forms a Georgia Professional Corporation

Professionals and small firms commonly form this entity when they need a formal corporate structure while remaining subject to professional licensure rules.

  • Licensed individuals and groups offering regulated services, such as physicians, attorneys, architects, or certified public accountants
  • Existing partnerships or sole practitioners restructuring to a corporate form for continuity and governance purposes
  • Firms seeking a standardized officer and shareholder structure while ensuring compliance with licensing boards

Use this option when the principals hold required licenses and want corporate governance that aligns with state professional regulations.

Core elements of the Georgia Professional Corporation

The organizational filing and internal documents should cover name, purpose, governance, licensing, registered agent, and capital structure to meet state and professional board expectations.

Articles

Articles of incorporation establish the corporate existence and must include the entity name, registered office, incorporator(s), and the professional purpose.

Name & Purpose

The corporate name must comply with Georgia naming rules for professional entities and state the limited professional services the corporation will perform.

Registered Agent

A Georgia-based registered agent and street address are required for service of process and official correspondence with the Secretary of State.

Share Structure

The articles specify authorized shares and classes; ownership is typically restricted to licensed professionals or entities controlled by them.

Officers & Directors

Officers and directors must meet any professional licensure requirements; the corporate bylaws define roles, voting, and removal procedures.

Licensing

The filing package should include the names and license numbers of professionals who will perform services, as required by licensing boards.

Required information checklist

Entity Name: Exact legal name
Principal Office: Street address
Registered Agent: Name and address
Professional Purpose: Service description
Incorporator(s): Names and addresses
Licensed Professionals: Names and license numbers

Step-by-step filing process

Follow these sequential actions to prepare and submit a Georgia Professional Corporation filing and to complete post-filing compliance tasks.

  • 01
    Prepare Documents: Draft articles, bylaws, and license listings.
  • 02
    Confirm Licenses: Verify active licenses and collect numbers.
  • 03
    File with State: Submit articles and pay filing fee.
  • 04
    Maintain Records: Adopt bylaws and keep corporate minutes.

Customizing the online completion workflow

Set up an online form and routing to capture required fields, apply conditional logic for license details, and ensure appropriate signer authentication.

Field Configuration
Document upload Accept PDF and DOCX formats
Autofill Use magic fields to reuse names and addresses
Conditional fields Show license fields only for licensed signers
Authentication Email or SMS verification for signers

Where to file and who receives copies

Know the primary filing destination and the organizations that typically need copies after formation to remain compliant.

  • Secretary of State: File articles with the Georgia Secretary of State
  • Registered Agent: Provide a copy for the registered agent
  • Licensing Board: Send license information to the relevant board
  • Corporate Records: Retain executed articles and bylaws in the minute book

Digital signing and submission considerations

Use a platform that accepts PDF/DOCX, supports signer authentication, and generates an audit trail for each signature event.

  • Integrations: Salesforce, NetSuite, Google Workspace
  • File formats: PDF, DOCX, HTML accepted
  • Authentication: Email, SMS, ID verification options

Ensure the chosen platform can produce a tamper-evident signed document and an audit trail acceptable for state filing and internal recordkeeping.

Practical tips for accurate and efficient completion

Follow these best practices to reduce filing errors, simplify compliance, and maintain clear corporate records after formation.

Confirm license status
Verify each shareholder and officer has an active license with the appropriate state board before listing them; incorrect or expired license information commonly delays approval and can trigger corrective filings.
Use exact legal names
Enter the corporation name and individual names exactly as they appear on government IDs and professional licenses to prevent mismatches that may cause rejections or create enforceability questions in contracts and bank accounts.
Define share restrictions
Restrict share ownership to licensed professionals in the articles or bylaws and document transfer restrictions clearly to maintain compliance with professional practice rules and board oversight.
Centralize records
Keep executed articles, bylaws, minutes, license copies, and filings in a secure corporate minute book and a separate digital archive to streamline audits, license renewals, and future transactions.

How different practices use a professional corporation

Below are two real-world scenarios illustrating why a professional corporation is chosen and how filings support practice operations.

Small Law Firm

A two-partner law office converts from a partnership to a professional corporation to adopt formal officer roles and standardized governance.

  • They restrict share ownership to licensed attorneys to comply with ethical rules.
  • The corporate structure clarified decision-making, eased succession planning, and provided a consistent framework for client engagement and billing.

Medical Group

A multi-provider medical practice forms a professional corporation to centralize management while complying with medical licensing requirements.

  • Each shareholder is a licensed physician listed with the filing.
  • The corporation supports centralized contracting with insurers, organizes payroll and benefits, and preserves individual clinicians' professional licensure responsibilities.

Who has authority to sign on behalf of the corporation

Corporate Officer

Typically the president, CEO, treasurer, or another officer authorized by the bylaws signs organizational documents and contracts. Corporations should document delegated signature authority in board resolutions to validate signer powers.

Licensed Shareholder

Licensed shareholders may need to sign filings related to professional practice elements. Some filings require signatures from licensed professionals listed in the articles or disclosed to the licensing board.

Timelines and typical processing expectations

Understand filing cadence, expected state processing time, and recurring compliance deadlines to keep the corporation in good standing.

Filing Submission:

Submit articles when formation is desired; effective date may be filing date

State Processing:

Processing times vary by method and workload

Annual Registration:

Most states require an annual registration or report

License Renewals:

Individual practitioner renewals follow licensing board schedules

Recordkeeping:

Maintain minutes and corporate records continuously

Penalties and risks of incorrect filings

Filing Rejection: Late or incorrect filings
Monetary Fines: State or board penalties
License Disciplinary Action: Board sanctions possible
Loss of Status: Administrative dissolution risk
Tax Consequences: Incorrect elections incur penalties
Contract Vulnerability: Signatory errors affect enforceability

Common preparation mistakes to avoid

  • Using an informal or trade name rather than the exact legal corporate name causes filing rejection and public record confusion.
  • Failing to include license numbers or listing an inactive license leads to delays from the Secretary of State or licensing board inquiries.
  • Designating an out-of-state registered agent or a P.O. box instead of a Georgia street address risks noncompliance with service-of-process rules.
  • Neglecting to adopt bylaws, record minutes, or document share restrictions undermines corporate formalities and can erode liability protections.

eSignature pricing and capability comparison

Common eSignature plans vary by pricing model, trial availability, bulk sending, and regulatory support; signNow is listed first for easy comparison.

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Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions about Georgia Professional Corporations

Answers to common formation and compliance questions, focusing on practical steps and legal considerations relevant in Georgia.


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