FAQs

Please be aware that the issuance of a name approval by the Georgia Secretary of State does not guarantee that someone else is not already using the same or a similar name in your trade area. In such an event, that person may have superior rights to use the name under trademark law!

For example:
XYZ Printing Company is a partnership and is not incorporated. The company has been in business for several years.

Another example:
XYZ Printing Company is a corporation. They fail to file an Annual Report with the Georgia Secretary of State and are administratively dissolved. However, they continue in business and are not aware of the problem. They have the right under current Georgia law to be reinstated simply by paying a $250 penalty fee within five years of administrative dissolution.

In both of the above examples, you can get approval from the Georgia Secretary of State for the exact same name. Nevertheless, the other company, under “trademark” law, can force you to change your name and stop doing business in that name. The issue can be even more complex if your name is simply similar to the other company.

Prior to filing Articles of Incorporation with the Georgia Secretary of State, we urge you to conduct a preliminary investigation for same or similar names. Some possible sources are:

• local phone listings
• regional or national phone or websites
• trade magazines & websites
• vendors
• U.S. Patent & Trademark Office www.uspto.gov
• other sources applicable to the same industry
• the Internet
• Georgia Secretary of State Corporations Division
• Georgia Secretary of State Trademarks Division

If you must be absolutely sure no one else has the same name, please contact us regarding a trademark search. The best protection is obtained by registering your name as a trademark.

The Georgia Secretary of State Corporations Division has the official list of corporations in the State of Georgia. It has more ways to search for a corporate name and will let you know if a name is available. We search the Georgia Secretary of State Corporation records, as part of our service, and we warn you of similar names, or entities of the same name that have been dissolved.

Name reservations are optional in Georgia. If your name is quite unique, then generally there is no need to reserve the name. If your name contains initials in the name along with common words (such as J. & R. Investments, LLC) you may wish to reserve the name. HOWEVER, it takes about a week to have a name reservation request approved by the Secretary of State’s office.  If time is of the essence, we strongly advise against reserving the name.

You obtain a Federal Employer Identification Number by completing an SS–4 application. You can apply online or you can fax or mail a completed SS–4 form to the IRS. However, you should wait until we confirm acceptance of your Articles of Incorporation/Organization by the Secretary of State to file Form SS-4.

1. The easiest way to obtain a EIN Number is to apply online at http://www.irs.gov.
2. If you prefer not to apply online, you may obtain more information on applying by mail or by phone by visiting http://www.irs.gov.

If you are incorporating an existing business, you will need to apply for another FEI number. However, if you are forming an LLC from an existing partnership, you can use your current FEI number.

When you conduct business out of state, you may be (1) subject to lawsuit(s) in that state rather than in Georgia, (2) subject to taxation in that state, or (3) required to register in that state as a “foreign” corporation. The level of activity that may trigger each of these requirements is different for each activity. This section addresses only the third issue, registration as a foreign corporation.

Each states’ requirements are different. In general, if you simply take orders over the phone and ship product to that other state, registration is not required. However, if you establish a branch office with employees in another state, registration is required. In between these extremes are thousands of shades of grey. It can be difficult to determine with certainty if registration is required. Fortunately, isolated transactions generally do not require registration. However, if your entity rents real estate in another state, you will need to register in that state. Registration is often expensive, and most states have substantial penalties for failure to register. Our office can assist you with such a registration. Fees vary by state. Please contact us for details.

If your corporation plans to do business in its corporate name, then you need not register a trade name. However, if your corporation plans to do business under a name other than its corporate name, you must register that name in the county where it conducts its principal activity. This is a relatively simple process. Most larger counties have a one page form you can fill out yourself to register a trade name. Contact the Clerk of Superior Court – Trade Name Clerk at your local courthouse to obtain a form.

If there is any possibility someone else may have already registered your name, you may wish to check the trade name index at the courthouse. Registering a trade name tells other people who the business is owned by but only provides minimal protection of your name. Trade name protection is done through filing a trademark or service mark. Please contact our office if you need information about registering a trademark or service mark.

If you use a trade name, the formal way to identify your name on contracts, invoices, and bank accounts is the corporate name followed by d/b/a (short for “doing business as”) and your trade name. For example, ABC, Inc., d/b/a Joe’s Barber Shop.

A registered agent is the official contact person for the corporation/LLC. Bluntly put, the registered agent is the person who will be served with papers in the event of a lawsuit. The registered agent’s sole duty is to promptly inform management of the corporation that a lawsuit has been filed. Many small businesses have one of the owners as the Registered Agent, others their CPA, but for clients that are out of state, travel a lot, or anonymity is desired they hire us.

We provide registered agent services in Georgia. Please contact us for more details.

If you choose to be your own registered agent, you should use your most stable address where you can be found on a regular basis. It is okay to use your home address or physical business address. You can not use a post office box. You also can not use a postal mail box provided by private companies.

You should consider hiring someone else to be your registered agent when you:

• • Desire a measure of privacy and do not want to have your involvement with your business easily found in public records.
  • Have multiple business locations or are not present at your business location on a daily basis. Managers have been known to hide or discard lawsuits rather than inform you as they should.
  • Are concerned that your employees or customers may get overly upset if you were served with a lawsuit while on the premises.

We provide registered agent services in Georgia. Please contact us for more details.

The name of the registered agent is a public record. Anyone can check with the Secretary of State and find all corporations or LLCs for which you serve as a registered agent. Someone would have to be suspicious and look for you to discover your plans in this fashion. Additionally, corporations (but not LLCs) are advertised in the legal newspaper in the County of the Registered Agent as a part of the incorporation process.

There are two solutions to keep your plans private. The first is to use a trusted friend or family member to initially serve as your registered agent. Then, after you are up and running, designate yourself as the registered agent in the next Annual Registration filed with the Georgia Secretary of State. The second is to hire us to be your registered agent; contact us for details. Also, if you reserve your name have us do it for you to maintain your privacy.

• Have us reserve your name (if applicable)
• Use a post office box as your principal office address
• Hire us to serve as the registered agent
• Form an LLC rather than a corporation. Corporations are required to disclose officers in the annual registration filed with the Secretary of State each year. The disclosure of a manager or member of an LLC in the annual registration is currently optional. If you need corporate taxation you can elect to be taxed as a C corporation or S corporation with the IRS.

The quick answer is yes to both questions. There can be significant legal and tax benefits to more complex entity combinations. You should consult with both your CPA and your attorney to investigate how this might affect your business.