The key to making the most of Georgia corporation and partnership law is the decision to incorporate your business. A corporation affects your ability to gain capital, controls the amount of debt you assume and determines your tax obligations. However, these advantages must be balanced against the additional taxes your business will incur.

Georgia partnership law makes a partnership subject only to personal income tax, unlike a corporation. On the other hand, business partners may be held responsible for business debts.

There are several options for forming a company under GA corporate law. These include:

1. Georgia incorporation as a profit or non-profit corporation. An S corporation (S-corp) is taxed under Subchapter S of the Internal Revenue Code which generally does not include income taxes.

2. A Georgia limited liability company (LLC). This is a hybrid business entity that shares the characteristics of both a corporation and partnership. It pays incomes taxes and is more suitable for a small business with one owner.

3. A Georgia limited partnership. This type of partnership has limited partners in addition to general partners.

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Determine the type of corporation that best suits your business under Georgia corporation law

The most important factors to consider are the personal liability obligations and tax implications. You should also familiarize yourself with the operating requirements and reporting regulations.

I recommend: The Georgia Secretary of State has extensive instructions and other information regarding the incorporation of businesses in Georgia. Incorporate in Georgia describes the differences between the various business types available in Georgia.

Find an attorney that specializes in Georgia LLC law

Businesses in Georgia must comply with the disclosure, operating and reporting requirements. Georgia corporation law specifies these requirements in detail.

I recommend: Cogburn & Dodson in Griffin publishes a newsletter with articles that describe the business structures available in Georgia. Whelchel, Dunlap, Jarrad & Walker is located in Gainsville and provides corporate law services including business formation.

Seek out sites to assist you in starting a corporation in Georgia

You must file the registration forms and pay the associated fees as required by Georgia corporation law in order to perform Georgia LLC registration. You may also need to file Articles of Incorporation, depending on the type of corporation you decide to register.

I recommend: His CPA provides business formation services and has a detailed article on choosing a business structure in Georgia. DivisionofCorporations.com provides specific information on forming a business including the differences between the various structures.

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• •  Georgia corporation law requires annual fees and filings to maintain your corporation. Corporations are automatically C-corps unless they specifically register as S-corps with the primary difference being the way they are taxed. One person may frequently hold more than one position in these corporations and many if not all shareholders are also directors in a small corporation.

Incorporating in Georgia requires you understand the basics of Georgia corporation and partnership law. The structure of your corporation will be instrumental in the success of your business. It will affect your tax treatment, filing requirements, funding potential and liability obligations.

The ownership plans for your business entity will help determine how to incorporate in Georgia. A traditional corporation is useful to raise money with investors. Georgia corporate law requires complex ongoing paperwork, and will tax your business income on corporate and shareholder levels.

Registration under Georgia LLC laws is less complicated. Taxation occurs only on one level, the structure is simple and requires only two people to incorporate. Under Georgia partnership law, a partnership is appropriate for business ventures that have a limited time frame or a small number of people involved. Taxation benefits are similar to a Georgia LLC, in that there is no double taxation. The drawbacks include increased exposure to liability for the actions of the partnership.

The options available under Georgia corporate law are:

1. A business corporation.

2. A limited liability company under Georgia LLC law.

3. A professional corporation (PC).

4. A limited partnership (LP).

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Make Georgia corporation and partnership law work for you

The decision as to whether you form a corporation or partnership depends on your long-term goals for the business. Ownership is easier to divide in a corporation, while partnerships are not well suited for growth or sale, and do not offer stocks. Taxation is different for both types of entities. And, finally, Georgia corporation registration, including Georgia partnership law, requires varying filing of paperwork and fees.

I recommend: FindLaw will guide you through picking the entity structure that works for you. If you need further advice, look for a site such as lawyers.com to find a Georgia attorney.

Make your Georgia incorporation a reality

Begin by choosing a business entity name which satisfies Georgia corporation law. Georgia corporate law requires filing certain forms, as well as submitting fees. The filing may include articles of incorporation, or, for Georgia LLC registration, articles of organization. Fees will vary depending on the structure. File online for the most expedited service.

I recommend: Conduct a corporation search through the Secretary of the State's Corporation Division search engine to find a name that has not already been incorporated. Find the appropriate business entity form and file electronically at the Corporation Division filing page. Confirm the fee required by checking the Corporation Division fee schedule.

Know the details of Georgia corporation law and Georgia LLC law

You must abide by all Georgia rules and regulations with regard to Georgia incorporation, so review the related statutes carefully.

I recommend: Review Title 14 of the Georgia Code-Corporation and Partnerships to understand your obligations when incorporating in Georgia. Visit the Georgia Department of Revenue to understand your obligation in regard to corporate taxes once you have incorporated.

Tips & Tactics

Helpful advice for making the most of this Guide

• •  Remember that once you have filed for incorporation in Georgia, your job is not done. GA incorporation requires annual filing requirements and fees to keep your business entity in good standing under Georgia corporate and Georgia LLC law.

Georgia corporation and partnership law education and training will teach you how to create business entities such as a Georgia incorporation or limited liability company (LLC). It is especially important for attorneys who specialize in corporation and partnership law to understand the tax implications for a Georgia LLC and corporation.

The requirements needed to practice Georgia corporate law are determined by the state and may depend on the specific type of corporation law you wish to practice. A legal education in corporate law has three general phases:

1. The practice of Georgia LLC law requires a law degree. Practicing attorneys will generally require a Juris Doctor (J.D.) degree from a law school approved by the state of Georgia.
2. An aspiring lawyer will need to pass a bar exam that is administered by the state. A background check will also be performed along with a character and fitness evaluation.
3. The lawyer must apply to Georgia’s licensing authority and pay the required fees. The admittee then takes an oath to comply the rules regarding the practice of law in Georgia.
   

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Complete the formal education needed to learn about starting a corporation in Georgia

There are a variety of universities in Georgia that grant J.D. degrees recognized by the state of Georgia. The required courses must be updated to keep up with changes in corporate law.

I recommend: The University of Georgia School of Law is among the most selective public law schools in the nation, and offers courses addressing corporation and partnership law. Georgia State University is accredited by the American Bar Association and belongs to the Association of American Law Schools.

Gain admission to the bar in order to form a GA incorporation

As a Georgia corporate lawyer, your clients will frequently wish to form a corporation or partnership with their business. Georgia has specific bar exam requirements and also allows lawyers licensed in other states to practice law in Georgia through reciprocity agreements.

I recommend: BarPlus Bar Review describes the process for taking the bar exam in Georgia. PassTheBar.com offers a summary on the scoring process and also has tips on passing the bar exam in Georgia.

Obtain the additional requirements needed to practice Georgia partnership law

Get licensing information necessary for a career in Georgia corporation law. An attorney in Georgia must also meet that state's continuing education requirements in order to renew a license to practice law.

I recommend: The State Bar of Georgia provides extensive information on getting admitted to the bar in Georgia, including details on getting sworn in and paying dues. The Office of Bar Admissions in Georgia offers a step-by-step summary of the admissions process in Georgia.

Tips & Tactics

Helpful advice for making the most of this Guide

• •  Consider a Master of Laws (LLM) degree as a means of distinguishing yourself from other attorneys who practice Georgia limited partnership law. An LLM is a postgraduate law degree that generally requires an additional year of study at a law school. Graduates from regional schools frequently obtain an LLM in order to compete with graduates from more highly ranked law schools. This is also an excellent opportunity to begin specializing in corporate law.