How to Fill Out the Georgia Invest Georgia Exemption Filing + FAQs

Form GA-1 is the Invest Georgia Exemption (IGE) notice that a for-profit Georgia business files with the Georgia Securities Division before it raises money from local investors without registering its securities. Any Georgia company that wants to sell stock, membership units, or notes to in-state investors under Rule 590-4-2-.08 must put this notice on file before it makes its first offer.

Raising capital is one of the hardest things a young company does, and the rules around selling securities are unforgiving. A single missed notice can strip away the exemption, turn a legal raise into an unregistered securities offering, and expose the founders to rescission claims and civil penalties under the Georgia Uniform Securities Act of 2008. The good news: the IGE notice itself is short, and once you understand what each section wants, you can complete it in an afternoon.

Here is what this guide gives you:

• 🧭 A plain-English breakdown of every field on Form GA-1 and exactly what to write in each one
• 💵 The current $5,000,000 offering cap and the $10,000 per-investor limit, explained with real numbers
• ⏰ The precise timing trigger that tells you when the notice is late before you even know it
• 🏦 How the bank-deposit and Georgia-residency rules quietly decide whether your exemption survives
• ❓ A full FAQ covering fees, amendments, resale limits, and the most common rejection reasons

What the Invest Georgia Exemption Actually Is

The IGE is a state-level registration exemption adopted by the Commissioner of Securities in December 2011 and later expanded. It lets a Georgia for-profit entity sell securities to Georgia residents without going through full securities registration, as long as the company follows every condition in Rule 590-4-2-.08. The exemption was built to give Georgia entrepreneurs a cheaper, faster path to local capital, as the Smith, Gambrell & Russell overview of the IGE explains.

The exemption rests on five connected parts, and they only work together. The purpose is to exempt an intrastate offering from registration. The agency that receives the notice is the Georgia Securities Division inside the Office of the Secretary of State. The statute and rule that authorize it are the Georgia Uniform Securities Act of 2008 and Rule 590-4-2-.08. The deadline is a behavior trigger, not a calendar date, which we cover in detail below. And the penalty for getting it wrong is loss of the exemption, which can void your sales and trigger investor refunds. Miss one part and the whole structure collapses.

The IGE also leans on a federal exemption. A state exemption alone is not enough, because securities are regulated by both Washington and Atlanta. The IGE only works if your offering also fits the federal intrastate exemption in Section 3(a)(11) of the Securities Act of 1933 and SEC Rule 147 or Rule 147A. Many first-time filers think filing Form GA-1 covers everything; it does not, and skipping the federal test is one of the most damaging mistakes a founder can make.

Who Must File and Who Qualifies

You must use the IGE, and therefore file Form GA-1, when you plan to raise capital from Georgia investors and want to skip registration. The issuer must be a for-profit business entity registered with the Georgia Secretary of State, according to Rule 590-4-2-.08(1)(a). Nonprofits, out-of-state shells, and companies that have not registered with the Georgia Corporations Division cannot use the exemption.

Some companies are blocked no matter what. The issuer cannot be an investment company such as a hedge fund or mutual fund, and it cannot be a public, SEC-reporting company, under Rule 590-4-2-.08(1)(g). The exemption is also unavailable if the issuer has a disqualifying “bad actor” event under Rule 590-4-2-.06, such as certain securities fraud convictions. If any of these apply, filing Form GA-1 will not save the offering and may invite scrutiny.

The Money Limits You Must Respect

Before you touch the form, you need to know the two hard caps, because the form assumes you are inside them. Under the current version of Rule 590-4-2-.08(1)(c), the total raised under the IGE cannot exceed $5,000,000, reduced by anything you sold in the prior 12 months. Note that older guidance, including the Division’s 2014 IGE primer, still lists a $1,000,000 cap; that figure is outdated, and the governing rule text now reads $5,000,000.

The second cap protects small investors. The issuer cannot accept more than $10,000 from any single purchaser unless that buyer is an accredited investor as defined in SEC Rule 501 of Regulation D. Accredited investors, such as someone with over $1 million in net worth excluding their home, can invest without that ceiling. A common and costly mistake is taking $25,000 from a neighbor who is not accredited; that single oversize sale breaks condition (1)(d) and can blow the exemption for the entire round.

One narrow relief exists. Sales to your own officers, directors, partners, trustees, or 10%-plus owners do not count toward the $5,000,000 cap, under Rule 590-4-2-.08(2). People often misread this as permission to combine the IGE with other exemptions; the rule forbids that combination except for these insider sales. Mixing the IGE with a separate Regulation D filing for the same securities, outside that narrow window, is treated as a violation.

The Filing Deadline Is a Trigger, Not a Date

There is no fixed calendar deadline, which is exactly why filers miss it. Under the current Rule 590-4-2-.08(1)(f), you must file the notice before an offer is made in reliance on the exemption. The earlier version of the rule used a different trigger — “before any general solicitation or the 25th sale, whichever comes first” — and you will still see that phrasing in older articles like the Davis Law Georgia crowdfunding page.

To stay safe, treat the strictest reading as your rule: file Form GA-1 before you advertise the offering and before you make any offer or sale. The consequence of filing late is severe — an offer made before the notice is on file was, by definition, not made “in reliance” on a properly perfected exemption, and the Division can treat those sales as unregistered. A founder who posts a “we’re raising money” announcement on social media before filing has likely already engaged in general solicitation. Many people believe they can file “once the money comes in”; that belief is wrong under the current rule and is a leading cause of failed exemptions.

Where and How to File Form GA-1

You can file the notice electronically or by mail, and the electronic route is faster and easier to track. The primary online path is the Georgia Secretary of State’s Securities Offering Upload Form, where you submit the issuer name, offering type, and the completed Form GA-1 plus any attachments. The form itself is hosted by the Division and can be reached through the Securities Division’s page.

If you prefer paper, mail the signed original to the Securities Division, Office of Secretary of State, 2 Martin Luther King Jr. Drive SE, Suite 317 West Tower, Atlanta, GA 30334. Keep a stamped or date-confirmed copy, because your proof of when you filed is your proof that your first offer came after the notice. Filers who mail without tracking sometimes cannot show the filing predated their solicitation, which is the one fact that matters most if the Division ever asks.

A note on the fee: The IGE notice is one of the lighter filings, but fee schedules change. Do not assume the figure from a blog. Confirm the current notice fee directly with the Georgia Securities Division at (470) 312-2640 or through the Secretary of State’s securities page before you submit, and make any required payment payable to the order the Division specifies.

Step-by-Step: Filling Out Every Field on Form GA-1

Form GA-1 is short, but every blank carries legal weight. Below, each field gets its own walkthrough: what it asks, how to answer, a worked example, an edge case, the common mistake, and the misconception to drop. Our running example is Peachtree Roasters, LLC, an Atlanta coffee company run by founder Maria Delgado, raising $400,000 from Georgia locals.

Field 1 — Statement of Reliance on the IGE

What it asks in plain English. This section asks you to declare that you are claiming the Invest Georgia Exemption for this offering. The rule requires the notice to specify that you are relying on this exemption.

How to answer it. Check or state plainly that the offering is made in reliance on Rule 590-4-2-.08, the Invest Georgia Exemption. Use the exact name of the exemption.

Example. Maria writes that “Peachtree Roasters, LLC is conducting an offering in reliance upon the Invest Georgia Exemption, Rule 590-4-2-.08.”

Edge case. If you are unsure whether you also need a separate federal filing, you still name only the IGE here; the federal intrastate exemption (Rule 147/147A) does not require its own SEC filing, so there is no federal form to reference in this box.

Common mistake and its consequence. Leaving the reliance statement blank or naming the wrong rule makes the notice non-conforming, and a notice that fails to “specify” the exemption may not perfect it, leaving your sales exposed as unregistered.

Misconception to drop. Some founders think naming the IGE locks them into never using another exemption again; it only governs this offering, and future raises can use different paths.

Field 2 — Issuer Name and Address

What it asks in plain English. This is the legal identity of the company selling the securities — your exact registered name and principal address.

How to answer it. Enter the issuer’s full legal name exactly as registered with the Georgia Corporations Division, with the entity suffix (LLC, Inc., LP). Use the principal business street address, not a marketing name.

Example. Maria enters “Peachtree Roasters, LLC, 1180 Ponce de Leon Ave NE, Atlanta, GA 30306.”

Edge case. If the business uses a P.O. Box for mail, still provide the physical principal-office address, because the federal intrastate test looks at where the company actually does business; you can list the P.O. Box as a mailing line if the form provides one.

Common mistake and its consequence. Writing a trade name or “doing business as” instead of the registered legal name creates a mismatch with state records, and the Division may be unable to tie the notice to a registered entity, delaying or rejecting it.

Misconception to drop. People assume any Georgia address works; what matters is that the principal office and real business activity sit in Georgia, since that supports the intrastate requirement under SEC Rule 147.

Field 3 — Persons Involved in the Offer or Sale

What it asks in plain English. This field wants the names and addresses of everyone who will help offer or sell the securities for the issuer — founders, officers, and any agents.

How to answer it. List each person’s full name and address. Include officers and any individual who will pitch the deal on the company’s behalf, as required by Rule 590-4-2-.08(1)(f)(2).

Example. Maria lists “Maria Delgado, Managing Member, 1180 Ponce de Leon Ave NE, Atlanta, GA 30306” and her co-founder who will also talk to investors.

Edge case. If you use an internet funding portal, that portal may be listed, but only if it stays inside the rule’s limits — it must not give investment advice, solicit sales, take compensation for solicitation, or hold investor funds, per Rule 590-4-2-.08(5).

Common mistake and its consequence. Omitting a salesperson who is actively soliciting investors leaves an undisclosed agent on the deal, and that person loses the matching exemption from agent-registration under Section 10-5-30, creating a separate violation.

Misconception to drop. Founders often think only “the boss” needs listing; anyone offering or selling on the issuer’s behalf belongs on this list, including part-time helpers.

Field 4 — Depository Institution (Where Investor Funds Go)

What it asks in plain English. This asks for the bank or depository where you will hold the money investors send you.

How to answer it. Enter the name and address of a bank or depository institution authorized to do business in Georgia, as required by Rule 590-4-2-.08(1)(e). Open the account before you file if you can.

Example. Maria writes “Truist Bank, 303 Peachtree St NE, Atlanta, GA 30308” as the institution holding subscription funds.

Edge case. A national bank with Georgia branches qualifies as “authorized to do business in Georgia”; a purely out-of-state online bank with no Georgia authority does not, so verify the institution’s standing before listing it.

Common mistake and its consequence. Naming an account at an institution not authorized in Georgia, or commingling investor funds with personal money, breaks condition (1)(e), and that breach alone can void the exemption.

Misconception to drop. Some believe they can collect checks personally and “deposit later”; the rule requires investor funds to go into the named Georgia depository, and they must be used exactly as promised to investors.

Field 5 — Offering Details and Amount

What it asks in plain English. This captures the type of security, the total you intend to raise, and the basic terms of the offering.

How to answer it. State the security type (equity units, stock, notes), the target raise, and confirm it is at or below the $5,000,000 cap after subtracting any securities sold in the prior 12 months.

Example. Maria enters “Membership units; target raise $400,000; no securities sold in the prior 12 months.”

Edge case. If you raised, say, $150,000 under another method in the past year, your IGE ceiling drops accordingly under the integration math in Rule 590-4-2-.08(1)(c); subtract that amount before stating your target.

Common mistake and its consequence. Listing a target above $5,000,000, or ignoring prior sales, signals a non-conforming offering, and exceeding the cap removes the exemption for the whole raise — not just the overage.

Misconception to drop. People think the $5,000,000 is “per year forever”; it is the ceiling for this offering measured against the trailing 12 months of sales, so timing of past raises matters.

Field 6 — Signature and Certification

What it asks in plain English. This is where an authorized officer signs, swearing the information is true and the company will follow the IGE conditions.

How to answer it. Have an authorized officer or member sign and date it, print their name and title, and use the MM/DD/YYYY date format. Sign in the present, after the form is complete.

Example. Maria signs, prints “Maria Delgado, Managing Member,” and dates it 05/27/2026.

Edge case. If the issuer is member-managed with no single officer, the managing member or a member authorized by the operating agreement signs; keep internal authorization on file in case the Division asks.

Common mistake and its consequence. Filing unsigned or signing without authority makes the notice defective, and a defective filing may not count as “filed,” meaning your later offers could predate any valid notice.

Misconception to drop. Filers assume the signature is a formality; it is a certification, and a knowingly false statement on a securities filing can carry liability under the Georgia Uniform Securities Act.

Two More Disclosures You Must Make to Investors

Filing the form is only half the job; the rule also commands what you tell buyers. Under Rule 590-4-2-.08(1)(h), you must inform every purchaser that the securities are not registered and are subject to the resale limits in SEC Rule 147(e) or 147A(e). Skipping this disclosure violates the conditions even if the form was filed perfectly, and the offering can lose its exemption.

The resale restriction has teeth. Under SEC Rule 147, investors generally cannot resell the securities to out-of-state buyers for six months after their purchase (nine months under the older Rule 147 framework). Imagine an investor who buys units and tries to flip them to a cousin in Florida a month later; that resale can break the intrastate nature of the offering. Many investors assume these shares trade like public stock; they do not, and that misunderstanding is exactly why the written legend and disclosure exist.

After You File: Amendments and Ongoing Duties

Your obligations do not end at submission. If any information on the notice becomes inaccurate, Rule 590-4-2-.08(6) requires you to file a written amendment within 30 days on the Commissioner’s prescribed form. A plain example: you switch banks mid-raise, so you must amend the notice to show the new Georgia depository within 30 days. Founders who change a salesperson or address and stay silent are out of compliance, and an inaccurate notice on file is itself a problem.

You must also keep using the money as promised. The rule requires that all investor funds be used in accordance with representations made to investors, under condition (1)(e). If you told buyers the cash funds a new roastery and you instead pay off an unrelated loan, you have violated the exemption and exposed yourself to investor claims. The exemption is a continuing promise, not a one-time form.

What Happens If You Get It Wrong

Losing the IGE is not a paperwork slap on the wrist. If the exemption fails, the securities were sold without registration and without a valid exemption, which can give investors a right of rescission — the right to demand their money back — and can trigger civil and administrative penalties under the Georgia Uniform Securities Act of 2008. The Division can issue cease-and-desist orders and pursue enforcement.

Because the stakes are real, treat the federal side with the same care as the form. The IGE is conditioned on meeting Section 3(a)(11) and SEC Rule 147/147A, and the Division has stated that interpreting those federal rules is a matter of federal law outside its purview, as noted in the Division’s IGE guidance. When the numbers are large or the structure is unusual, a securities attorney earns their fee.

Frequently Asked Questions

What is Form GA-1? Form GA-1 is the notice an issuer files with the Georgia Securities Division to claim the Invest Georgia Exemption under Rule 590-4-2-.08, allowing a Georgia for-profit company to sell securities to in-state investors without full registration.

How much can I raise under the Invest Georgia Exemption? The current rule caps the offering at $5,000,000, reduced by securities sold in the prior 12 months. Older sources cite $1,000,000, but the governing rule text now reads $5,000,000.

How much can one non-accredited investor put in? No more than $10,000 from any single purchaser who is not accredited. Accredited investors have no such limit under Rule 590-4-2-.08(1)(d).

When is the notice due? Under the current rule, before an offer is made in reliance on the exemption. The safest practice is to file before any advertising and before any offer or sale, since older versions of the rule also referenced the 25th sale and any general solicitation.

Can I file Form GA-1 online? Yes. You can file electronically through the Secretary of State’s Securities Offering Upload Form or by mail to the Securities Division in Atlanta.

Is there a filing fee? Fees change, so confirm the current amount directly with the Georgia Securities Division before submitting rather than relying on a third-party figure.

Can non-Georgia investors participate? No. The IGE depends on the federal intrastate exemption, so all investors must be Georgia residents, and resales to out-of-state buyers are restricted for months under SEC Rule 147.

Can I combine the IGE with a Regulation D offering? Generally no. Rule 590-4-2-.08(2) bars combining the IGE with other exemptions, except for sales to insiders such as officers, directors, and 10%-plus owners.

What if my information changes after filing? You must file a written amendment within 30 days under Rule 590-4-2-.08(6), for example after changing your depository bank or adding a person who will sell the securities.

Who cannot use the exemption? Investment companies (like hedge or mutual funds), SEC-reporting public companies, and issuers with a disqualifying “bad actor” event under Rule 590-4-2-.06 cannot rely on the IGE.

Do I still need to do anything at the federal level? You do not file a separate federal form for the intrastate exemption, but your offering must satisfy Section 3(a)(11) and SEC Rule 147 or 147A, including the residency, “doing business in Georgia,” and resale conditions.

Where can I get help? Contact the Georgia Secretary of State’s Securities Division, and for larger or complex raises, consult a Georgia securities attorney before you make your first offer.