How to Register a Contracting Company in Georgia

Step one: choose the structure and reserve the name

Georgia.gov sequences business setup in twelve steps and puts the structure decision third, ahead of any filing. It describes an LLC as "a business entity that offers certain limited personal liability on the part of the owner, like a corporation" which "also offers the possibility of certain pass-through tax benefits, like a partnership," and a sole proprietorship as "the simplest, least regulated, and most common form of business organization" where "legally and for tax purposes the individual owner is the business" and "all of his or her personal and business assets are at risk."

Name reservation is optional and cheap insurance. Georgia.gov states that while "not legally required, reserving your business name means you can file your entity’s formation documents without the fear of someone else taking your name for 30 days." Do that before you buy vehicle lettering, not after. The Corporations Division’s own guide adds that you should have your registered agent settled first, and that "a registered agent must be located in Georgia."

One thing the Corporations Division will not do for you is advise. Its guide states that "Secretary of State staff is not authorized to provide legal counsel or advise on how your business should be organized," and recommends professional legal, tax or business advice "both before and after formation of the entity." That matters more for contractors than for most, because the entity choice interacts with how the contractor board treats your licence.

Official sources: Georgia.gov: Starting a Business Guide; Georgia SOS Corporations Division: Register a Domestic Entity

Step two: file the entity, and know what it costs to be slow

The Corporations Division publishes three filing routes for a domestic LLC and a fee that is the same for all three: register online, where "articles of organization are electronically generated"; register by paper online, where you draft your own articles and upload them; or register by mail with the Articles of Organization form CD 030 and transmittal form 231. Each costs "$110 ($100 filing fee + $10 service charge)," and the Division states plainly that "all fees are non-refundable."

Processing time is where the routes diverge. Online filings are "generally processed in approximately 7 business days," paper filings submitted online in "approximately 10-14 business days," and mailed paper filings in "approximately 15 business days from date of receipt." Expedited service is priced separately and stacks on top of the filing fee: $120 for a two-business-day review, $275 for same-day if the document arrives before noon on a business day, and $1,200 for a one-hour review during business hours between 9:00 a.m. and 4:00 p.m.

A caution the Division prints twice, in different words. Its filing fees page notes that processing times "will vary depending on office workload" and asks filers to "anticipate lengthier turnarounds in late December through January" and around the end of each quarter in late March, late June and late September. If your licence application, your bank account and your first contract are all queued behind this filing, the expedite fee may be the cheapest thing you buy that month.

Official sources: Georgia SOS Corporations Division: Register a Domestic Entity; Georgia SOS Corporations Division: Filing Fees and Expedited Processing

Step three: the licence, which the entity does not give you

A registered Georgia company is not a licensed contractor, and the board is unusually direct about the trap. Its Licensure Comparison Chart states in bold that an individual licence "will NOT give you the ability to perform work on behalf of ANY business organization. This includes limited liability companies (LLC) and corporations (INC), even if you are the only owner of the business organization." O.C.G.A. 43-41-9(a) is the statutory rule: a division "shall not issue a license to any business organization or entity to engage in residential or general contracting unless such business organization or entity employs at least one currently licensed individual residential or general contractor serving as its qualifying agent."

That qualifying agent carries real authority, not a title. O.C.G.A. 43-41-9(b) requires an affidavit that the applicant "has final approval authority for all construction work performed by the business organization or entity within the State of Georgia" and "final approval authority on all construction matters, including contracts and contract performance and financial affairs related to such construction matters, for each construction job for which his or her license was used to obtain the building permit." O.C.G.A. 43-41-16(a)(4) makes lending your licence to a company where you do not actually exercise that authority "prima-facie evidence of an intent to evade the provisions of this chapter."

The flexibility runs the other way, though. The board’s FAQ confirms that "multiple people can serve as qualifying agents for one company" and that "a person can serve as a qualifying agent for more than one company," noting that "a new qualifying agent application will be required for each additional company." O.C.G.A. 43-41-9(g) prices that: each qualifying agent pays "an amount equal to the original fee for a license applied for on behalf of a new business organization," and the division will require evidence of the financial responsibility and insurance of each organization.

And note whose insurance it is. The Licensure Comparison Chart states that for an individual licence "all financial and insurance requirements for licensure must be in the individual’s own name," while for a qualifying agent "all financial and insurance requirements for licensure must be in the business organization’s name." If you form the LLC after you were licensed as an individual, that is a new proof exercise, not a paperwork update.

Official sources: Georgia SOS: Licensure Comparison Chart (Revised 06/22); O.C.G.A. Title 43 Chapter 41, published by the Georgia Secretary of State; Georgia SOS: Residential and Commercial General Contractors FAQ

Step four: annual registration, tax and labour, and what skipping them costs

The Corporations Division states that "each business entity registered or filed with the Office of Secretary of State is required to file an annual registration," due "by April 1st of each year it is due, but may be filed as early as January 1st," and filable in advance "for a period up to and including 3 calendar years." The fee is $60.00 for a profit corporation, professional corporation, benefit corporation, LLC, LP, LLLP or trust estate, $40.00 for a nonprofit, $35.00 for a foreign LLP and $30.00 for an amended annual registration, with a $25.00 penalty for late filing. For an LLC the Division breaks the $60 out as "$50 filing fee + $10 service charge."

The consequence of skipping it is the entity itself. The Division states that entities failing to file timely "may be subject to administrative dissolution or revocation of their authorization to transact business in this State," and that "an administratively dissolved LLC may be reinstated within 5 years of the effective date of dissolution," at a cost of "$260 ($250 filing fee + $10 service charge)." It also warns that signing a knowingly false document for filing is a misdemeanor punishable "by a fine not to exceed $500.00" under O.C.G.A. 14-2-129.

Tax comes next. Georgia.gov states that "any entity that conducts business in Georgia may be required to register with the Georgia Department of Revenue," and that if an EIN is necessary for your business "you must have it to register." On sales tax the Department of Revenue states that returns "are due and payable no later than the 20th day of the month following the period being reported," that "for most taxpayers, sales tax returns are due every month" though a written request can change the frequency, that "a sales tax return must be filed even when no tax is due or no sales were made," and that electronic filing and payment are required where more than $500.00 is owed. Records "must be maintained for a period of no less than three years."

Then the Department of Labor, which catches people out because it does not wait for a payroll. Georgia.gov states that "many businesses in Georgia are liable for payment of unemployment insurance taxes, even if they don’t yet have employees," and directs new businesses to the Online Employer Tax Registration, after which "you will receive a determination stating if you’re responsible for paying unemployment insurance taxes." Alongside it sits the insurance line: georgia.gov states that "all employers with three or more full- or part-time employees must have workers’ compensation coverage," which is the same threshold the contractor board applies as a licensing condition.

Official sources: Georgia SOS Corporations Division: File Annual Registration; Georgia SOS Corporations Division: Register a Domestic Entity; Georgia.gov: Starting a Business Guide; Georgia Department of Revenue: Sales and Use Tax File & Pay

Keeping the two records in sync afterwards

Georgia expects the board record and the Corporations Division record to match, and it gives you deadlines to make that happen. Board Rule 553-11-.01 requires an individual or qualifying agent legal name change to be reported "within 30 days of the change" with supporting documents, an individual or qualifying agent address change within 30 days, and a business organization address change within 45 days. A business name change goes to the board within 45 days and "must include a Certificate of Amendment from the Corporations Division of the Secretary of State’s office."

One change is not a change at all, in the board’s eyes. Rule 553-11-.01(1)(c)2 provides that "a change in the structure of the business organization (e.g., ABC, Inc. to ABC, LLC) is not considered a name change and a new application will be required." Converting your corporation to an LLC therefore means a fresh licence application, not an amendment, and the board’s FAQ repeats the same point. Budget the time before you convert, not after.

The messiest number in this area is the one Georgia publishes two ways. When a sole qualifying agent leaves, Board Rule 553-11-.02(1)(b)1 says "the business organization shall have 120 days from the date of disaffiliation to submit an application to the Board for another Qualifying Agent," after which it "shall be placed on inactive status and cease to be considered licensed." O.C.G.A. 43-41-9(e)(1) says the same 120 days, and O.C.G.A. 43-41-12(a)(6) makes it an offence to operate "after 120 days following the termination of its only qualifying agent." The board’s FAQ, however, says you notify within 30 days "after which the associated company will have 180 days to complete any open contracts before the license number becomes inactive." Two official Georgia sources, two numbers. Plan on 120 and ask the board.

Official sources: Georgia Rules Chapter 553-11: Changes in Status; O.C.G.A. Title 43 Chapter 41, published by the Georgia Secretary of State; Georgia SOS: Residential and Commercial General Contractors FAQ

Check the official page yourself before you file or sign

Georgia spreads contractor rules across at least five places: the contractor board pages at sos.ga.gov, the board rules in Department 553 at rules.sos.ga.gov, the trade board rules in Department 121, the Corporations Division for the entity, and the Department of Revenue for tax. No single page carries all of it, and this batch found three points where two official Georgia sources disagree with each other, so treating any one page as final is a mistake Georgia specifically punishes.

One gap you should know about before you budget. We state no application, examination or renewal fee for any Georgia contractor licence anywhere in this guide, because none is published on a page we could read. Board Rule 553-6-.01 says only "Refer to separate Fee Schedule for appropriate fees payable to the Board," and that schedule lives inside the GOALS portal, which serves no readable content to anything but an interactive browser session. Corporations Division fees are stated here because the Secretary of State publishes those in plain HTML. Log into GOALS, or call the board, and get the licence figures from the board itself.

Official sources: Georgia Rules Chapter 553-6: Fees; Georgia SOS: State Licensing Board for Residential and Commercial General Contractors; Georgia SOS: Residential and Commercial General Contractors FAQ