Statutory Close Corporations in Georgia – What are they good for anyway?

In creating a legal entity in Georgia, one would be understandably confused at the many possible variations in structure that are available to him or her. For validation, look no further than the numerous forms that a Corporation can take on. Many avoid a corporation because they feel that the formalities involved are too cumbersome, that this type of organization is reserved for the fortune 500 companies that trade daily on Wall Street. While part of this assumption is true, the other part is that many small businesses do not need avail themselves of the corporate form due to the perceived formalities that come with it.

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Enter the Statutory Close Corporation. Created pursuant to O.C.G.A. § 14-2-902, the Statutory Close Corporation is a corporation with fewer than 50 shareholders that includes a statement in its articles of incorporation that it elects to be a statutory close corporation. This corporate form introduces an element of “simplicity” that would benefit a smaller organization as compared to its fortune 500 counterparts.

By adopting the close corporate form, sole proprietors and partners who wish for the benefits and protections of a corporation can do so without all of the formality that comes with it. For example, a close corporation, at its election, can do away with the creation and maintenance of a Board of Directors. Many small organizations with ownership split among a select few will have no need for a formalized board, because they as owners are acting de facto in that capacity already. Additionally, with no uninterested shareholders to appease through quarterly meetings, there is no need to conduct an annual shareholders meeting and record meeting minutes, which come at a cost.

The close corporation also tends to streamline efficiencies and decision rights for the small operator. One of these efficiencies comes in the form of a simple “right of first refusal” requirement between shareholders. While a traditional corporate form is susceptible to proxy voting and corporate takeovers, when discord occurs within a close corporation, shareholders have the option to simply buy one another out. This can all vary when involving disparate ownership and limiting agreements, but holistically, this promotes business continuity within the corporation.

A Statutory Close Corporation is not the only option either, as there are competing corporate forms that provide similar benefits, such as the Limited Liability Company. It may seem that a corporation is an overly formal entity that has no place in small business, but it is possible to take advantage of the corporate form without the complexity and cost that comes along with it.

If you are looking into corporate formation in Georgia and find yourself intimidated by the many options available, reach out to us today! Thrift & McLemore’s attorneys can help you make an informed decision about the best corporate form for your new Georgia business. Contact Thrift & McLemore by email at [email protected] or by phone at 678-784-4150.

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