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Editorial 9 MIN READ

Georgia in October 2021: the fee schedule, reviewed

A $100 online filing, a $50 annual registration due April 1, and a corporate rate that dropped to 5.75% in 2019

The Editors
Staff, Incorporator.org
9 min read Updated
Contents 6 sections
  1. The 2021 fee schedule
  2. Maintenance, and why April 1 is the deadline to tattoo somewhere
  3. The 5.75% corporate rate, and what actually changed in 2019
  4. Atlanta, after a pandemic year
  5. Who Georgia still makes sense for in 2021
  6. Sources

Georgia LLC in 2021 costs $100 to form online and $50 a year to keep, with the annual registration due April 1 regardless of when the entity was formed. The corporate income tax rate sits at a flat 5.75% after the 2018 legislature's rate cut, which took first effect in tax year 2019.

Those are the three numbers that matter for a Georgia LLC fee schedule review at the end of 2021. The rest of this is the statutory spine, the maintenance mechanics, and an honest read on who the state still suits after a year and a half of pandemic-era filing volume.

The 2021 fee schedule

You file Articles of Organization with the Corporations Division of the Secretary of State, under the Georgia Limited Liability Company Act at O.C.G.A. Title 14, Chapter 11. The statute's short title and authority live at § 14-11-100 and the formation mechanics at § 14-11-203; the document has to carry the LLC's name, the organizer's name and address, the principal office's mailing address, and the Georgia registered agent's name and street address.

The formation fee is $100 filed online through the eCorp portal, or $110 filed on paper Form CD 030 by mail. That spread has held steady for years, and the Secretary of State's posted fee schedule in 2021 still prints the same two numbers. Expedited processing on top of the base fee: $100 for two business days, $250 for same-day if you file before noon, and $1,000 for one-hour turnaround. The one-hour tier exists for transactional closings where a deal depends on the holding entity being of record before a funding deadline. Most Georgia founders never touch it.

Name reservation, which you file before formation if you want to hold a name for 30 days while you assemble the rest of the paperwork, runs $25 online and $35 paper. A certificate of existence (what Georgia calls a certificate of good standing) is $10 online and $10 paper, which is one of the few places the two channels price the same. Foreign-qualification for an out-of-state LLC coming into Georgia is $225 online and $235 paper; that higher price is the state's way of gently reminding founders that Georgia would rather you formed here than foreign-qualified in.

The eCorp portal's processing time in late 2021 is running around seven business days on standard filings, though the queue moved faster for most of the summer. Paper mail is fifteen business days nominal and often longer in practice, because every paper filing gets hand-keyed by the Division. If you care about speed, file online.

Maintenance, and why April 1 is the deadline to tattoo somewhere

Georgia's annual filing is called the annual registration, not an annual report, and it is due between January 1 and April 1 each calendar year. The fee is $50 online or $60 on paper. The obligation is codified at O.C.G.A. § 14-11-1103: every Georgia LLC must deliver an annual registration to the Secretary of State between January 1 and April 1, confirming the name, registered-agent information, and principal office address.

The deadline is not the anniversary of formation. It is April 1. This is the single most common way Georgia LLCs get administratively dissolved. A founder forms in October, does not receive an obvious reminder that February, and wakes up in May to a notice that the entity's good-standing status is gone.

If you form an LLC in October 2021, your first annual registration is due by April 1, 2022, and every subsequent April 1 thereafter. Georgia offers a multi-year registration option (up to three years prepaid), which bundles the next three April 1 filings into one submission for $150. If you hate calendar compliance, pay the $150 once and move on.

Miss April 1 and the Secretary of State begins an administrative dissolution sequence under § 14-11-603: a notice, a grace period, and then dissolution. Reinstatement is available, but it requires curing the missed registrations, paying a $250 late-reinstatement fee on top of the back-owed registration fees, and accepting that your good standing has a visible gap. For a founder who is looking at a bank line of credit or a contract that conditions on good-standing certificates, that gap is not a theoretical problem.

Georgia does not charge a franchise tax on LLCs taxed as partnerships or disregarded entities. The state's corporate net worth tax, which is the closest structural analog, applies only to entities taxed as C-corps or S-corps for federal purposes, and is administered by the Department of Revenue separately from the annual registration. For the default-classification LLC, there is no net worth tax line item, which is a real simplification relative to Delaware's franchise-tax machine.

The 5.75% corporate rate, and what actually changed in 2019

Through 2018, Georgia's corporate income tax sat at a flat 6% on Georgia taxable net income, and the individual income tax topped out at 6% as well. The 2018 legislature passed House Bill 918, signed by Governor Nathan Deal on March 2, 2018, which cut both rates to 5.75% effective for tax years beginning on or after January 1, 2019. A further half-step cut to 5.50% was written into HB 918 as contingent on future legislative ratification, which the General Assembly has not enacted as of late 2021. The operative 2021 number is 5.75% at both the corporate and the top individual bracket.

For a default-classification LLC (passthrough) with a Georgia-resident sole member, the practical state tax on LLC profit is 5.75% once the small bottom brackets are cleared; the brackets still exist, and they still compress quickly, with the top rate applying to Georgia taxable income above $7,000 for a single filer and $10,000 for married-filing-jointly. For an LLC that has elected corporate treatment, the entity pays 5.75% and distributions come out of after-tax dollars. The arithmetic is modestly better in 2021 than it was in 2017; a founder running $500,000 of Georgia-source income through a passthrough saves $1,250 a year in state tax relative to the old 6% regime.

Georgia conformed its individual income tax to the federal Tax Cuts and Jobs Act for tax year 2018 onward, which picked up the federal standard-deduction expansion and the Section 199A passthrough deduction for Georgia computation purposes. For passthrough LLC owners, the Section 199A deduction reduces Georgia taxable income through the adjusted-gross-income linkage in O.C.G.A. § 48-7-27. That is a real dollar saving for service-industry sole proprietors and professional-practice LLCs whose taxable income sits below the 199A phaseout threshold.

Atlanta, after a pandemic year

The pitch for Georgia as a place to actually operate a business has not changed structurally since the 2017 Georgia LLC guide laid it out, but the ground under it has moved. Site Selection magazine named Georgia the top state for business for the eighth consecutive year in its November 2020 rankings, keeping the streak that began in 2013. Hartsfield-Jackson lost its long-held title as the world's busiest airport to Guangzhou during 2020 because of international traffic collapse, then took it back in 2021 as domestic travel recovered; the point for a Georgia-operating business is that the airport is still a one-hop-to-anywhere asset.

The corporate headquarters cluster around Atlanta (Coca-Cola, Delta, Home Depot, UPS, Southern Company, Aflac, NCR, Norfolk Southern, which completed its headquarters relocation from Virginia to Midtown Atlanta in 2021) has thickened, not thinned. Norfolk Southern's move in particular is a signal: a publicly traded Fortune 500 railroad chose Atlanta over the Washington-Richmond corridor it had been in for decades, citing the labor market and the airport. For a B2B founder selling to enterprise, that density is the product.

The cost side has moved too. Georgia filing fees themselves have held flat, but commercial real estate in intown Atlanta ran up hard through 2019 and corrected only modestly during the pandemic; suburban office and industrial in metro counties like Gwinnett, Cobb, and Forsyth priced up sharply in 2021 on inbound migration. None of that changes the state's filing bill, but it does change the decision a founder makes about where to locate operations, and therefore whether Georgia is the right formation state at all.

Who Georgia still makes sense for in 2021

The answer has not changed, and the 2021 fee schedule does not change it. Form in Georgia if the business operates in Georgia. If your customers, employees, and lease are in Atlanta (or Savannah, or Augusta, or Macon), forming in Georgia is the administratively correct answer: $100 online, $50 a year, one state to maintain compliance with, tax returns filed in the state you were going to file income tax in anyway. Forming in Delaware and foreign-qualifying back is $90 plus $300 a year on the Delaware side, $225 plus $50 a year on the Georgia side, two registered agents, two sets of state tax filings, and no Court of Chancery benefit because any litigation about a Georgia-operating business ends up in a Georgia court regardless of the formation state.

The state that should not form in Georgia is an entity with zero Georgia operations that is shopping formation fees. At $100 online and $50 a year, Georgia is competitive, but not exceptionally so. Wyoming is $100 formation and $60 annual, with no state income tax on passthrough owners who live there. New Mexico is $50 formation with no annual report at all. Georgia does not pitch itself as a holding-company state or a privacy-shell state, and the annual registration requires listing the principal office address and the registered agent on a public filing, so the entity is not hidden behind a shell. The state's real advantage is that it is the place where the business already lives, which is the case either it is, or it is not.

One quiet change for 2021 that matters for smaller operators: the Secretary of State expanded eCorp's multi-filing cart and cleaned up the renewal reminders, so the April 1 problem is now easier to avoid than it was in 2017. The state will email a reminder to the email address on file. If the LLC is worth $50 a year to keep, the email address on file is worth keeping current.

If you are forming in Georgia in the fourth quarter of 2021 and the business is Atlanta-based, file online this week, consider prepaying the three-year registration to eliminate the deadline-risk line item entirely, and pick a commercial registered agent rather than putting your home address on the public record. The two numbers that matter are still $100 and April 1; the 5.75% is the one that changed.

Sources

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