Business Incorporation in Georgia

Contact the Secretary of State's office (Atlanta 404/656-2817) and order a name reservation
certificate. (This is not mandatory but is a good practice.) Secure registered name before
fulfilling other requirements.

Prepare and file with the Secretary of State the articles of incorporation with certificate
indicating that publication of the notice of incorporation has been made and the requisite
advertising fees have been made. The services of an attorney are recommended.

Prepare consent for appointment of registered agent. (Not required, but is a good practice.)
Arrange for the advertising of the incorporation for two successive weeks with the local
newspaper designated to handle legal advertisements.

Prepare a consent action form or hold a meeting of the shareholders to elect directors of the
corporation.

Prepare bylaws to be adopted at the organizational meeting of the board of directors, which
shall also include the election of officers.

Accept share subscription agreements and investment letters exempting the stock from
state and federal securities laws.

Complete secretary of state's annual registration.

Complete the initial Georgia license and occupation tax return (Form 600), and pay the initial
tax based on the capital stock issued.

Complete bank corporate resolution forms and signature cards necessary to establish a
corporate checking account.

Accept payment for stock from the shareholders and issue certificates. The shareholders
should execute receipts for the certificates.

Complete stockholder's information in corporate minute book and stock ledger.

Consider election of S corporation status (IRS Form 2552) or taking steps to ensure that
stock issued will qualify as section 1244 stock under Internal Revenue Code Section 1244.
Consider adopting a cross-purchase or stock redemption agreement, and in turn, place a
legend on the stock certificates restricting the sale, assignability or transferability of stock.
File federal income tax return Form 1120 (Form 1120-S for an S Corporation).
Deposit federal taxes and accompanying coupons in authorized bank.