Welcome to another episode of Launched & Legal with Dayna Thomas, Esq., entrepreneurship attorney and law firm coach. Launched & Legal is an Atlanta Small Business Network original series dedicated to bringing entrepreneurs and business owners the best practices and tips for strategizing, legalizing, and monetizing their ventures. Today, Dayna lays out a step-by-step guide to forming your own Georgia LLC (limited liability company).
Dayna Thomas, Esq.: One of the elements of a solid legal foundation for your business is having a business entity. Having a business entity is crucial for establishing limited liability, which means that the liabilities of your business are generally separate from your personal liability. So if your business gets sued or is in debt collection, for example, the plaintiff or the creditors claims aren’t against you personally, and is instead against the business. That means that your personal assets like your house, your car, personal bank account will be safe. Having a business entity isn’t the only requirement for a limited liability, but it’s certainly one of the most important ones.
Now, while there are various types of business entity structures, the limited liability company, also known as an LLC is the entity that fits most entrepreneurs. In today’s episode, I’ll walk you through the steps on how to file your own Georgia LLC.
The first thing that you want to do is do a name availability search. You can go onto the Georgia Secretary of State’s website at ecorp.sos.ga.gov/businesssearch to type in the business name that you want, to see if it is an exact match for any other Georgia LLC or Georgia company. Now, the Secretary of State is not going to allow you to have the exact same business name as another company that’s formed in Georgia, or even virtually the same. However, it will allow you to have a very similar name. So what does that exactly mean? Pretty much exact matches are a no go or even names that might have a different spelling, but overall it’s the same name, they’re not going to allow that. But if you have a similar name, likely that’s okay.
Don’t get this confused with having trademark rights. Although Georgia will not allow you to have the same business name as another Georgia business, you can still have the same business name as a business that is in a different state. So the Secretary of State in Georgia is only going to reference other businesses that are formed in Georgia, but it gives you absolutely no trademark rights. So that’s often a thing that people think is that if you file your LLC and your LLC name gets accepted, then you somehow have trademark rights, and that is totally a myth. All this is doing in step number one is making sure that there’s not another Georgia business, or Georgia LLC, Georgia corporation that has the same name as the business name that you want to use. So that’s the first step, make sure your name is available.
Step number two. You want to create an account with the Georgia Secretary of State. So it’s great to create an account in order to form your LLC because you’ll be able to see the documents that you have filed, any receipts that you have. And there are so many different options and things that you can do in terms of filings online when you have your own account, I would definitely recommend that you create your own account so that you can log in with your username and password to access all of your filing documents.
All right, step number three. Once you’re in your account, you can click on the button that’s to form a new Georgia company. You’re selecting an LLC because that’s what we’re talking about here today. And one of the first things that the form asks you for is, what is the business name going to be? Now, if you followed step number one, you know that you can use a certain business name because it’s already cleared. It will also give you an option to have a second and a third choice. So if you happen to skip step number one, you can put your first option, you can put a second option, as well as a third option so that if the first option isn’t available, they have two other names to choose from. Be sure to spell check and make sure that you aren’t putting any typos in your LLC name because it will be filed exactly how you put it.
Another thing to keep in mind is that your LLC name does have to have some type of indication in the name that it is an LLC. So whether you have coma LLC after it or Limited Liability Company, something of that nature needs to be in the name. You can’t just have ABC company, for example, without some type of indication that it’s an LLC. You need to have ABC Company LLC or ABC Company Limited Liability Company, Limited Company, something along those lines.
Next, the form will ask you for a NAICS code. That’s N-A-I-C-S, pronounced NAICS. Now, the definition of a NAICS code is a classification used by federal agencies to gather statistics related to the U.S. economy. So that seems a bit complex. The good thing about that is it’s optional. So you can use the dropdown box on the Georgia form to select the category of goods or services that your business will provide, or what I do is I just select any legal purpose. So it doesn’t give that much information for statistics, but I like to broaden the horizon of the business and just make sure it’s not limited in any way. So the first option is going to say any legal purpose. You can certainly choose that so that your LLC can be categorized for any legal purpose that you want to do business. However, if you want to take it a step further, but you do not have to, you can select the specific NAICS code that fits for your business.
Number five, you need to have a principal place of business address, aka your office address. So there has to be a principal place of business address on file. The good thing is it doesn’t have to be in Georgia and it also can be a P.O. box. I know for many small business owners, especially solo entrepreneurs that finding an address to use for your business can be an issue. You don’t want to use your home address because it will be public, but you also don’t want to spend money on leasing an office to actually have an office address. The good thing about Georgia is that it allows you to use a P.O. box. So you can absolutely use a P.O. box for your principal place of business address. And it can also be an address that’s not in Georgia, which gives you even more flexibility.
Number six, the form will ask you for a business email address. They will accept any email address that you have, whether you use it for personal or business. But it is categorized as a business email address, so make sure that you put your email address in correctly. It’s going to ask you for it twice to make sure that you’ve done it right.
Number seven, your registered agent. Now a registered agent might be a new concept to many business owners. Now a registered agent is the person or company that is responsible for receiving legal documents on behalf of the business. So what does that mean practically? If your business was ever to be sued, whoever is going to be serving you with the lawsuit is going to send it to the registered agent. So you want to make sure that your registered agent address is always up to date, because if you ever got served with a lawsuit and your registered agent address is no longer active, not up to date, then you will not be on notice of that lawsuit. So we’re hoping lawsuits don’t happen, but we always have to be prepared in business. So make sure that your registered agent address is one that you can check your mail regularly, or if you’re going to hire a third-party service for your registered agent services, that they are on it every day and that they will let you know if any mail or any communication comes to that address.
Now, unlike your principal place of business address, your registered agent address has to be in Georgia and it cannot be a P.O. box, because P.O. boxes don’t really have anyone that is monitoring them. So it has to be a street address and it has to be in Georgia. So if you don’t have an address that you want to reveal publicly, there are many third-party services that serve as a registered agent. You can do a quick online search to find one that works for you.
All right, number eight, it’s going to ask for the organizer of the business. The organizer’s very simple. It’s pretty much the person who was filing these documents. So in my business as an attorney, I am often the organizer when I am filing LLCs for my clients. I would put myself or my business as the organizer. If you are forming your own LLC, you can put yourself as the organizer. If someone else is doing it for you, they can put themselves as the organizer. The organizer does not have any liability to the business. It just means the person who was filing these organization documents. Okay? So it’s pretty simple. Just put yourself as the organizer and we can keep it simple that way.
All right, number nine. You’ll next see on the form optional provisions. Now, you do not need to put anything in the optional provisions section. You can absolutely leave that blank. It’s optional. However, if you want to add something there. For example, in Georgia, it does not require you to say who owns the LLC. So we can keep the optional provisions blank and no one will ever know who owns the LLC. However, sometimes people do want to put that on record. So in the optional provision section, what I usually use that for, if the owner wants it in the official documents is who owns the business, who are the members of the company. When it comes to LLC, owners are called members. So if you want it in the record that you or you and a business partner actually own this business, the optional provision section is definitely a place that, that would fit.
If there’s anything else that you want to add, because what we’re creating is your articles of organizations. So if there are any other provisions that you want to add about how the business will be run, then you can definitely put that in the optional provision section. I rarely ever use that because I like to give flexibility to the businesses that I create. And we can put all of those provisions in the operating agreement, which can be a private document instead of the public document of the articles of organization.
Last but not least, you sign and pay. You sign, you can sign as the owner of the business, but if you want to keep yourself anonymous, then don’t sign as the owner. You can sign as the organizer of the business or a representative, and the filing fee is $100. So that is the last step. You sign electronically and the next page is going to take you to the page where you can pay your $100 filing fee to submit your Georgia LLC application.
Now, what is the turnaround time? Typically, it takes seven to 10 business days for your LLC to be processed. I think that is a great turnaround time. Before you know it, your LLC will be formed and you will get that wonderful email that says that your certificate of organization and articles of organization are ready for you to download.
Well, I hope that list about how you can form your own Georgia LLC was very helpful. If there’s anything that I can do to help entrepreneurs keep more money in their pockets, I certainly want to do that with this show. So feel free to save this show and when you are ready to form your Georgia LLC, revert back to it so that you can follow my steps on how to file your own Georgia LLC.
Well, I hope today’s show helped to educate and inspire you as you pursue your business goals. Be sure to share today’s show with someone who can benefit and visit MyASBN.com and subscribe. If you have any questions or comments about today’s show, I would love to hear from you, send me a message or comment on Instagram at @daynathomaslaw. Remember to tune in next week and every week to make sure your business is launched and legal.
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