How to Convert an LLC to a Corporation in Georgia

You need to file forms with the Georgia Secretary of State's office to change business structures.

Making changes to a business structure often results from changing business practices or having business growth. Depending on your business, you may need additional tax breaks, increased liability protection in the event of a lawsuit or bankruptcy or a new structure to pursue new lines of credit or attract venture capitalists. Changing from a limited liability company (LLC) to a corporation in Georgia requires business owners to file articles of incorporation and corporate transmittal forms.

Things You'll Need

• Certificate of conversion
• Articles of incorporation
• Data Transmittal Form for Corporations (BSR 227)
• Initial registration form

Instructions

1. Hold an election for owners, managers and others associated with the LLC to vote to officially convert the company to a corporation. Create a certificate of conversion using white 8½x11 paper. Include the business name, the location of the business, a statement verifying that the LLC is to become a corporation, a statement confirming that all members of the LLC agree to convert to a corporation, the effective date of the conversion and a statement verifying that articles of incorporation will or have been filed. Additional information about incorporation can be found in the Official Code of Georgia Annotated in section 14-2-1109.2.

2. Create articles of incorporation using white 8½x11 paper. Articles of incorporation should include the business name, the number of shares the corporation is authorized to issue, the street address of the registered office and the name of the registered agent. The registered office address must be a street address. The registered agent is the person who accepts official documents and other correspondence for the business. Include the names and addresses of each incorporator. The articles of incorporation must be signed by one of the incorporators and must include his job title under the signature.

3. Complete Data Transmittal Form for Corporations (BSR 227). Download this form from the Georgia Secretary of State Corporations Division web site, or contact the Corporations Division Office at 404-656-2817 for a hard copy.

4. Submit all paperwork and filing fees to the Georgia Secretary of State Corporations Division Office at the address below. Filing fees include $95.00 for the certificate of conversion and $100.00 for the articles of incorporation and the Data Transmittal Form.

   Office of Secretary of State
   Corporations Division
   315 West Tower, #2 Martin Luther King, Jr. Dr.
   Atlanta, GA 30334-1530

5. File an initial "annual" registration form that includes the names of at least three principal officers within 90 days of incorporation. This form may be filed online through the Corporations Division Office web site. The fee to file is $30.00.

Tips & Warnings

• Allow up to 12 business days to receive a certificate of incorporation from the Corporations Division Office after filing.

• Failure to submit annual registration forms may result in corporation dissolution and additional fees.

References

• Georgia Secretary of State: Corporations Division
• Georgia Secretary of State: Georgia Profit Corporations
• Official Code of Georgia Annotated: 14-2-1109.2 Election to Become Corporation

Resources

• Georgia Secretary of State: Transmittal Form BSR-227
• Georgia Secretary of State: Corporation Division Filing Fees