Setting up an S Corp in Georgia is a two-step process: first you form a business entity with the Georgia Secretary of State, then you file IRS Form 2553 to elect S Corp tax treatment. The S Corp itself isn’t a type of business you register. It’s a tax classification applied to an existing LLC or corporation. The whole process can be done in under two weeks if you file online and submit your IRS election promptly.
Choose Your Entity Type First
Before you can elect S Corp status, you need a legal entity on file in Georgia. Most small business owners choose between forming an LLC or a corporation. Both are eligible for S Corp tax treatment, and both are registered through the Georgia Secretary of State’s Corporations Division.
An LLC is the more popular choice for small operations because it’s simpler to manage and doesn’t require a board of directors, bylaws, or annual shareholder meetings. A corporation offers a more formal structure that some investors and lenders prefer. Either way, the S Corp election happens at the federal level after your state filing is approved, so pick the entity structure that fits how you want to run the business day to day.
Register Your Entity With Georgia
To form an LLC, you’ll file Articles of Organization with the Secretary of State. For a corporation, you’ll file Articles of Incorporation. Both can be submitted online, by mail, or in person.
Online filing costs $100 and takes about 7 business days to process. Filing by mail costs $110 (the extra $10 covers a transmittal form processing fee) and takes around 15 business days. If you need it faster, expedited processing is available: 2 business days for an additional $120, same-day processing for an additional $275 (must be submitted before noon on a weekday), or one-hour processing for an additional $1,200.
You’ll need the following information ready before you file:
- Business name: Your entity name must be distinguishable from others already on file with the state. You can reserve a name in advance or check availability on the Secretary of State’s website.
- Registered agent: A person or service with a physical street address in Georgia who can accept legal documents on behalf of your business. You can serve as your own registered agent if you have a Georgia address.
- Principal office address: The mailing address where your business operates.
- Organizer information: The name and address of the person forming the entity.
For online filing, visit the Secretary of State’s online services page, create a user account, and select “create or register a business.” Choose domestic limited liability company or domestic profit corporation depending on your entity type, fill out the required fields, and pay with a credit card.
Get Your EIN From the IRS
Once your entity is approved, apply for an Employer Identification Number (EIN) through the IRS website. This is free and processes immediately online. You’ll need the EIN before you can file your S Corp election, open a business bank account, or hire employees. The IRS online application is available Monday through Friday, 7 a.m. to 10 p.m. Eastern.
File IRS Form 2553 for S Corp Election
This is the step that actually makes your entity an S Corp for tax purposes. Form 2553 is filed with the IRS, not with Georgia.
Eligibility Requirements
Your entity must meet all of the following to qualify:
- 100 or fewer shareholders: Spouses can count as a single shareholder, and family members (as defined by the IRS) can be treated as one shareholder.
- Only eligible shareholders: Shareholders must be U.S. citizens or resident aliens who are individuals, or certain estates and trusts. Partnerships, corporations, and nonresident aliens cannot be shareholders.
- One class of stock: All shares must carry identical rights to distributions and liquidation proceeds. Differences in voting rights alone are fine.
- Not an ineligible business type: Banks using the reserve method for bad debts, insurance companies taxed under subchapter L, and certain international sales corporations cannot elect S Corp status.
Filing Deadline
Timing matters. To have the S Corp election take effect for the current tax year, you must file Form 2553 no more than 2 months and 15 days after the beginning of that tax year. For a calendar-year business, that deadline is March 15. You can also file at any time during the year before the year you want the election to start.
If you just formed your entity, the 2-month-and-15-day window starts on the date of incorporation or organization. Miss the deadline, and your election won’t kick in until the following tax year, unless you can show reasonable cause for the late filing.
How to File
Every shareholder (or a person authorized to sign on their behalf) must consent to the election on the form. Complete Form 2553, have all shareholders sign in column K, and submit it by mail or fax to the IRS. The specific address depends on your state; Georgia filings go to the IRS center in Kansas City, Missouri. There’s no filing fee. The IRS will send a determination letter, typically within 60 days, confirming your S Corp status.
Georgia Tax Registration
Georgia recognizes the federal S Corp election, so you don’t need to file a separate state election. However, your S Corp will owe Georgia’s net worth tax, which is levied on all corporations doing business in the state.
Corporations with a net worth of $100,000 or less owe no net worth tax, but they still must file a return. The tax scales up from there, with a maximum of $5,000 for entities with a net worth exceeding $22 million. Your initial net worth return is due by the 15th day of the third month after your entity is formed in the state.
You’ll also need to register with the Georgia Department of Revenue for income tax withholding if you have employees, and for sales tax if you sell taxable goods or services. Both registrations can be completed through the Georgia Tax Center online portal.
Set Up Payroll for Owners
One of the main reasons people elect S Corp status is to reduce self-employment taxes. Here’s how it works: instead of paying self-employment tax on all business profits (as you would with a standard LLC), an S Corp lets you split income between a reasonable salary and distributions. You pay payroll taxes (Social Security and Medicare) only on the salary portion. Distributions are not subject to self-employment tax.
The key phrase is “reasonable salary.” The IRS requires S Corp owner-employees to pay themselves a salary that’s comparable to what someone in a similar role and industry would earn. If you set your salary artificially low to avoid payroll taxes, the IRS can reclassify distributions as wages and assess back taxes plus penalties. Look at industry salary data for your role and document your reasoning.
You’ll need to run actual payroll, file quarterly payroll tax returns (Form 941), and issue yourself a W-2 at year end. Most S Corp owners use a payroll service to handle withholding, filings, and deposits correctly.
Ongoing Compliance in Georgia
Keeping your S Corp in good standing requires annual filings at both the state and federal level.
Georgia requires every registered business entity to file an annual registration with the Secretary of State by April 1 each year. The fee is $50 for an LLC or $50 for a for-profit corporation. You can file online, and online filings are processed immediately. Late filers are hit with a $25 penalty, and entities that fail to file risk administrative dissolution or revocation of their authority to do business in the state. You can file as early as January 1, and Georgia even allows you to file up to three years in advance.
On the federal side, your S Corp files Form 1120-S annually, which is an informational return. The business itself generally doesn’t pay federal income tax. Instead, profits and losses pass through to shareholders, who report them on their personal returns via Schedule K-1.
You’ll also need to maintain your corporate or LLC formalities: keep a separate business bank account, avoid mixing personal and business funds, and document major business decisions. These practices protect the liability shield your entity provides.
Costs at a Glance
- Georgia filing fee (online): $100 for LLC or corporation formation
- Georgia filing fee (mail/in person): $110
- EIN application: Free
- IRS Form 2553: Free
- Georgia annual registration: $50 per year
- Registered agent service (if not self-serving): Typically $50 to $300 per year from commercial providers
All in, you can have a Georgia S Corp up and running for around $100 to $150 in state fees, plus whatever you spend on a registered agent and payroll setup. The IRS side costs nothing to file.