Maintaining Corporate Records in Georgia
Recently, we received an official looking letter in an official looking envelope sent to our client, a Georgia corporation. This letter instructed the Georgia corporation to fill out the included annual minutes requirement statement, and return the form along with a check for $125 to the address listed. The only indication that this letter came from a business was small type on the outer envelope, which stated “this is not a government document.” This letter is misleading as Georgia corporations DO NOT need to pay anyone to maintain corporate records, as it is perfectly acceptable for Georgia corporations to keep their own records. One of the only accurate assertions in the letter is that Georgia corporations may need to hold annual meetings and record minutes. For more information on records that should be kept by Georgia corporations, please refer to the Georgia Code or your corporation’s operating agreement.
It is important to note that some Georgia corporations do not need to keep corporate records. In order to avoid recordkeeping, Georgia corporations must identify themselves as statutorily close corporations by claiming the appropriate code section (O.C.G.A. §14-2-902) on the articles of incorporation filed with the Georgia Secretary of State. Corporations that are eligible for this election typically include small, family-owned corporations and ‘mom and pop’ businesses. However, prior to making the election, please contact an experienced Georgia business attorney to ensure that your business qualifies and that you properly make the election.
