Georgia is one of the cheaper and lighter states for launching a private fund. Each LLC costs $100 to form online. The state's Rule 506 notice filing costs $250 plus a $10 processing fee. And a manager running a single fund typically owes Georgia no adviser registration at all, because a rule on the books since 2011 exempts anyone with fewer than six clients in the state and counts the whole fund as one client.
The structure is the same as everywhere: federal law does the heavy work. Rule 506(b) exempts the offering from Securities Act registration, and Section 3(c)(1) of the Investment Company Act excludes the fund from the definition of an investment company at up to 100 beneficial owners. Securities sold under Rule 506 are covered securities under Securities Act Section 18(b)(4)(F), so Georgia cannot impose registration or merit review on the offering. What it can require, and does, is a notice filing with a fee.
The catch is that Georgia's notice filing expires. Unlike the one time filings many states use, the Georgia notice runs 12 months, and a fund raising continuously must renew for $100 plus the $10 fee before each anniversary. Everything below traces to the Georgia Code, the state's administrative rules, or official state pages, with citations on each requirement.
Five steps to launch in Georgia
Generate Documents
FreeOffering documents come first because everything else refers to them. Hedgia generates the offering circular, both operating agreements, and subscription documents at no charge, whether or not you launch on the platform.
Create LLCs
A Georgia fund uses two entities: a management company LLC and a fund LLC. Each files articles of organization with the Corporations Division for $100 online. Hedgia forms both and obtains the EINs.
Create Accounts
Form D goes to the SEC within 15 days of the first sale. Georgia then gets a copy of that Form D through the NASAA Electronic Filing Depository within 15 days of the first Georgia sale, with $250 plus a $10 processing fee. Hedgia prepares and submits both at your direction and sets up banking through Axos Bank.
Invite Investors
Under Rule 506(b) the fund can take unlimited accredited investors and up to 35 non-accredited purchasers who meet the rule's sophistication standard, with no general solicitation. Section 3(c)(1) caps the fund at 100 beneficial owners.
Start Your Fund
Once funded, operations begin: NAV tracking, management and performance fees, investor reporting, and K-1 preparation. The recurring state obligations are the $50 annual registrations and the notice filing renewal.
* $89/month includes 3 manager seats. Additional seats $30/month each. Plus 0.2% of AUM above $1 million, capped.
Georgia requirements at a glance
The law behind each requirement
Rule 506(b): the federal exemption most funds use
Rule 506(b) of Regulation D exempts the offering from Securities Act registration. It allows unlimited accredited investors and up to 35 non-accredited purchasers per offering, with no general solicitation. Because Rule 506 securities are covered securities, states cannot layer registration or merit review on top; a notice filing, a fee, and consent to service of process are all a state may require.
- •Unlimited accredited investors; up to 35 non-accredited purchasers who meet the sophistication standard
- •No general solicitation or advertising
- •Form D due to the SEC within 15 days of the first sale
- •Covered security status under Securities Act § 18(b)(4)(F) preempts state registration and merit review
Georgia's Rule 506 notice filing: $260 up front, $110 a year
Georgia cannot register or review a Rule 506 offering, so it requires a notice filing instead. Since an April 2025 amendment, the filing is a copy of the most recently filed Form D as filed with the SEC, submitted through the NASAA Electronic Filing Depository, plus the fees. No separate consent to service of process form is filed; Form D's own signature block contains it. One footnote for the careful reader: Georgia's text still cites Securities Act Section 18(b)(4)(D), which was renumbered federally to 18(b)(4)(F) in 2012. Same provision; Georgia's cite was never updated.
- •Due not later than 15 days after the first sale in Georgia, or the next business day if day 15 is not one
- •$250 filing fee plus a $10 processing fee through EFD; confirm current amounts on EFD's fee schedule when filing
- •Effective for one year; continuous offerings renew at $100 plus $10 before each anniversary
- •A missed filing risks a stop order suspending Georgia sales; filing and paying cures it retroactively, with no separate late penalty
Adviser registration: exempt with fewer than six Georgia clients
O.C.G.A. § 10-5-32(a) makes it unlawful to transact business in Georgia as an investment adviser without registering unless an exemption applies. The exemption that matters for fund managers is Rule 590-4-4-.13(1)(b): any adviser who had fewer than six clients in the state during the preceding 12 months is exempt. The rule has no place of business condition, so it reaches managers located in Georgia, and its counting provision states that a limited partnership is a client of any general partner or other person acting as investment adviser to the partnership. A fund ordinarily counts as one client.
- •Entities advised on their own investment objectives, including LLCs and trusts, count as a single client under Rule 590-4-4-.13(2)
- •The statute separately exempts advisers with no Georgia place of business and at most 5 Georgia resident clients in 12 months, in addition to the institutional clients described in § 10-5-32(b)(1)
- •Personnel of an exempt adviser need no representative registration (O.C.G.A. § 10-5-33(b))
- •If registration is ever required, it runs through IARD: $250 initial and $100 annual renewal for the firm and for each representative (O.C.G.A. § 10-5-39)
No private fund adviser exemption, and none needed for most
Georgia never adopted the NASAA model private fund adviser exemption. Rule 590-4-4-.13, the state's registration exemption rule, covers only advisers to insurance companies, the fewer than six clients de minimis, and certain broker dealer activity. That absence favors small managers: a de minimis exempt manager files nothing with Georgia, pays no state fee, and faces no audited financials or qualified client conditions, because those conditions exist only in the model rule Georgia skipped.
- •Georgia has no state exempt reporting adviser filing of any kind
- •The § 10-5-34 notice filing applies only to SEC registered federal covered advisers, and Rule 590-4-4-.13 waives even that below six Georgia clients
- •Past five Georgia clients in 12 months, state registration applies while regulatory AUM stays under $100 million, since Advisers Act § 203A generally bars SEC registration below that
- •The federal layer is separate: a manager advising only private funds under $150 million still files with the SEC as an exempt reporting adviser under Advisers Act § 203(m) and Rule 203(m)-1
Section 3(c)(1): the 100 investor exclusion
A private fund avoids Investment Company Act registration through Section 3(c)(1), which excludes from the definition of investment company any issuer whose securities are beneficially owned by not more than 100 persons and which is not making a public offering. It is an exclusion from the definition, not an exemption, so the Act's registration machinery never attaches.
- •No more than 100 beneficial owners of the fund's securities
- •No public offering, which pairs naturally with a 506(b) private placement
- •Counting beneficial owners has traps for entity investors; structure with counsel
- •Funds that outgrow 100 investors look to Section 3(c)(7), which requires every investor to be a qualified purchaser
Three Georgia quirks that affect funds
No entity level tax on the standard fund structure
Georgia's corporate net worth tax does not reach LLCs taxed as partnerships or single member disregarded LLCs; it applies to C corporations, S corporations, and LLCs that elect corporate taxation. A standard fund LLC and management company LLC owe no Georgia entity level income or net worth tax. Income passes through to members.
The notice filing expires every year
Most states treat the Rule 506 notice as a one time filing. Georgia does not. The notice is effective for 12 months, and a fund raising continuously must renew through EFD with the updated Form D and $100 plus the $10 processing fee before each anniversary. Miss it and the Commissioner can issue a stop order suspending Georgia sales until the filing lands.
Nonresident member withholding is a question for your accountant
O.C.G.A. § 48-7-129 imposes 4 percent withholding on a nonresident member's share of taxable income sourced to Georgia, with a 25 percent penalty on amounts not withheld. Whether a trading fund's income is Georgia source income for nonresident investors is a sourcing question the statute does not answer for funds. Have the fund's accountant resolve it before the first nonresident subscription.
Georgia asks little, but asks it every year
Add it up and Georgia's mandatory tab is $460 in state fees: $200 to form both LLCs and $260 for the notice filing once the first Georgia sale lands. A manager running one fund owes the state no adviser registration, no exempt reporting adviser filing, and no audit, because the fewer than six clients rule covers the structure and Georgia never adopted the NASAA model conditions other states attach to private fund managers.
The recurring items are small but unforgiving. Each LLC owes a $50 annual registration between January 1 and April 1, with a $25 late fee and eventual administrative dissolution behind it. The notice filing dies at 12 months, so a fund raising continuously renews at $100 plus $10 before each anniversary or risks a stop order suspending Georgia sales. Put both dates on the calendar the day you file.
Hedgia forms both LLCs, obtains the EINs, prepares and submits Form D and the Georgia notice filing at your direction, sets up banking through Axos Bank, and runs investor onboarding, NAV, fees, K-1 preparation, and reporting for $89 a month with $0 upfront. Registration and exemption decisions remain yours, made with your counsel. The decision rule for Georgia: count your in state clients, and while the answer stays under six, the state mostly leaves you alone.
Securities Division, Office of the Georgia Secretary of State