In Georgia, after forming a corporation, you must stay in compliance with Georgia law to keep the liability protections afforded by the law. Limited liability is very important to the owners of a corporation, and not complying with some very simple steps can defeat one of the main purposes of operating in corporate form.
The Georgia secretary of state does not require that you record minutes with their offices, but you should have various corporate documents prepared annually to comply with the Georgia corporate code.
Georgia corporate records
Georgia corporations must keep the following items with their corporate records at their principal place of business (i.e., in your minute book):
- Minutes from all meetings of the board of directors
- Minutes from all meetings of the shareholders
- Records of actions taken by shareholders in lieu of a meeting
- Records of actions taken by the board of directors in lieu of a meeting
- A record of all actions taken by a committee of the board of directors in place of the full board of directors
- An updated and accurate record of the shareholders, including their names, addresses, and number of shares owned by each
Georgia corporations also must pay an annual registration fee with the Secretary of State to avoid administrative dissolution.
Keeping such information maintains compliance with Georgia law, and helps to protect the assets of both the corporation and its shareholders. We have a system for our clients that ensures that these minutes get done and filed on a timely basis -- allowing you to focus on building the company!