Corporate & Business Transactions
Frequently Asked Questions
1. What do you need in order to set up a corporation for me?
2. When do I need to file the Annual Registration?
3. Can I use a Post Office box as my Registered Agent’s address?
4. What is a Registered Agent?
5. What is the purpose of an annual registration (renewal)?
6. What are CEO, CFO, and SEC?
7. Can the same individual hold more than one officer position?
8. What are Bylaws?
9. What is an Operating Agreement?
10. What are Shareholders?
11. What is the Board of Directors?
12. What are Officers?
1. What do you need in order to set up a corporation for me? Top
Please call our office to fill out our questionnaire.
2. When do I need to file the Annual Registration? Top
An entity must file an annual registration each calendar year and it’s due between January 1 and April 1.
3. Can I use a Post Office box as my Registered Agent’s address? Top
No. Georgia law requires that the Registered Agent’s address be an address where the appointed agent can be personally contacted.
4. What is a Registered Agent? Top
The registered agent is the “mailbox” for the corporation, i.e., the person or entity designated by the corporation to receive any notice of lawsuits or other official communications intended for the corporation. The registered agent does not have to be a part of this Corporation. Georgia law requires the registered agent’s address be a street address in Georgia where the registered agent can be personally contacted. Please review O.C.G.A. 14-2-501 (for profit corporations) or 14-3-501 (for nonprofit corporations). Many corporations use a professional corporate service company for this purpose.
5. What is the purpose of an annual registration (renewal)? Top
The purpose of filing registration renewals is to comply with the law and confirm the existence of the entity. You can also change officers, agents their addresses during the filing of the registration renewal.
6. What are CEO, CFO, and SEC? Top
CEO = Chief Executive Officer, the person “in charge” of the corporation
CFO = Chief Financial Officer, person who pays the bills
SEC = Secretary, person who keeps all corporate records
7. Can the same individual hold more than one officer position? Top
Yes.
8. What are Bylaws? Top
The Bylaws are a document that contains the internal laws by which a corporation operates. It also states rights, powers, and responsibilities held by its shareholders, directors and officers. Furthermore, it states how meetings and voting should take place. It should be noted that the Bylaws cannot override laws set by the government.
9. What is an Operating Agreement? Top
Similar to the Bylaws, an Operating Agreement is the document containing the internal laws by which a limited liability company (LLC) operates. It states its members’ rights and duties, and how meetings and voting taking place. For a single member LLC, the Operating Agreement is often used in courts to prove that the member is separated from the corporate entity, and shall be regarded separately.
10. What are Shareholders? Top
A shareholder legally owns (or holds) share(s) of stock of the corporation. A corporation is collectively owned by the shareholders. During annual meeting, shareholders elect the Board of Directors.
11. What is the Board of Directors? Top
The Board of Directors is a group of people responsible for governing the corporation in terms of its direction and future development. They are also responsible for electing and supervising the officers of the corporation.
12. What are Officers? Top
President, treasurer and secretary are officers elected by the shareholders of a corporation. Officers supervise day-to-day operations of the corporation, and are elected or appointed by the Board of Directors.