Doing Business in Georgia With an Out-of-State Entity

Your LLC or corporation was formed under the laws of another state, and it now has staff, a location, or steady work in Georgia. Georgia treats that company as "foreign," and once its activity here counts as transacting business, it needs a certificate of authority from the Secretary of State. The Secretary of State expects companies that need one to file within 30 days of starting business in Georgia.

Every application names a Georgia registered agent, so line one up before you file.

When Foreign Qualification Is Required

Georgia's LLC statute never spells out what "transacting business" means. Code Section 14-11-702 instead lists 13 activities that, when they are all an out-of-state LLC does here, do not count:

• Bringing or defending a lawsuit, arbitration, or administrative proceeding, or settling a claim
• Gatherings of the members or managers, plus other matters of internal governance
• Keeping bank, savings, custodial, or brokerage accounts
• Running an office or agency only to transfer and register the company's own ownership interests
• Selling through independent contractors
• Soliciting orders, by mail, employees, or agents, that only become binding once accepted outside Georgia and involve no local work except delivery and installation
• Making loans or taking mortgages and liens
• Securing or collecting debts and enforcing the property rights behind them
• Simply owning real or personal property in Georgia, without more
• One isolated transaction that is not part of a series of similar ones
• Interstate or foreign commerce
• Serving as a trustee, executor, administrator, guardian, or similar fiduciary where Georgia permits it
• Owning or controlling another company organized or doing business in Georgia

The statute says that list is not exhaustive, and the Secretary of State leaves the decision with each company. A Georgia office, employees working here, and repeat sales of the same kind fall outside the list, so those are the cases that deserve a closer look. For a close call, talk with a Georgia business attorney.

What Your Georgia Registered Agent Does

Under Code Section 14-11-703, a foreign LLC that needs a certificate of authority must always have a Georgia registered agent plus a Georgia registered office, and that registered office must double as the agent's business office. Your agent:

• Accepts service of any lawsuit, notice, or demand aimed at your business
• Receives the documents and other official communication sent to your company in Georgia
• Must actually be located at a Georgia street address; a post office box or mail drop is not allowed
• Can be a Georgia resident, a corporation or LLC, or an LLC or corporation from another state with its own Georgia certificate of authority, but never your company itself

If Georgia moves to revoke a certificate of authority, the notice is mailed to the principal office or to the registered agent. When an agent resigns, the appointment ends on the 31st day after the resignation is filed, or sooner once a new agent is on record, and going 60 days or more with no agent is grounds for revocation. The application itself asks for the agent's name and the registered office's street address and county, so a filing that leaves them out is returned with a deficiency notice.

The Foreign Qualification Process

1. Check your home-state paperwork. A foreign LLC does not have to supply a good standing or existence certificate from the state where it was formed: the Secretary of State's LLC checklist and Form CD 241 ask only for the application and the fee. A foreign corporation is different and must include an original certificate of existence no more than 90 days old.

2. Appoint a Georgia registered agent. Pick a Georgia resident or an eligible company that is located at a Georgia street address, not a post office box or mail drop. Its business office becomes your registered office.

3. File your Application for Certificate of Authority. An LLC files Form CD 241, the Application for Certificate of Authority for Foreign Limited Liability Company; a corporation files Form CD 236 (CD 238 for a professional corporation, CD 239 for a benefit corporation). File online through eCorp at ecorp.sos.ga.gov, where the application is generated from your answers, or mail the paper form to the Corporations Division in Atlanta. Either way the fee is $235: a $225 filing fee plus a $10 service charge. Form CD 241 asks for your home state, formation date, principal office, registered agent, a manager, where your records are kept, and the date you started, or plan to start, business in Georgia. If your LLC's name is already in use here, you may add a distinguishing word in parentheses, such as the name of your home state, and use that version in your dealings with the Secretary of State.

4. Await processing. The Secretary of State says online filings are generally processed in about 7 business days and paper filings in about 15. Two-business-day review costs $120 more and same-day review $275 more; one-hour review of a paper filing costs $1,200 more.

5. Meet ongoing obligations. File an annual registration between January 1 and April 1 every year, beginning the year after your certificate of authority is issued. It costs $60 ($50 plus the $10 service charge) online or on paper, and a late one adds a $25 penalty. Once a registration is more than 60 days overdue, the Secretary of State may move to revoke your certificate after mailing notice, and a revoked foreign LLC cannot reinstate; it has to apply again and pay the fee again. Keep your registered agent current, check with the Georgia Department of Revenue about the tax accounts your business needs, and when you leave, file Form CD 555, the Application for Withdrawal of Certificate of Authority, which is free online or $10 on paper once your annual registrations are current.

Consequences of Operating Without Registration

Operating in Georgia with no certificate of authority means your LLC:

• Cannot maintain a lawsuit or other proceeding in a Georgia court until it is authorized, though it can still defend one
• Is liable for all the fees Georgia would have charged had it registered when required
• Owes a $500 penalty if it is not authorized within 30 days after its first day of business here; the Secretary of State collects it along with the application, and Form CD 241 notes that the penalty is statutory and cannot be waived
• Faces a possible Attorney General lawsuit to stop it from transacting business in Georgia

Failing to register does not make the company's contracts invalid.

Why Georgia Registered Agent.co

Georgia-formed companies and out-of-state companies with a certificate of authority both rely on us as their agent:

• Georgia street address listed on your foreign registration paperwork
• Same-day scanning of each item we receive for you: lawsuits, state mail, and tax notices
• Annual registration reminders ahead of the April 1 deadline
• $99/year flat fee, with no setup charge

Running a Georgia registration from another state leaves a gap that a dependable local agent fills. We are physically present at our Georgia address, we handle what arrives the same day, and we keep you ahead of your deadlines.

Prefer to hand off the filing as well? We draft your Application for Certificate of Authority, deliver it to the Secretary of State, and bill $199 plus the $235 state fee, and that price covers your first twelve months of Georgia registered agent service. From the second year on, you pay $99 a year for the agent service.

Get Started

Sign up for $99/year and list our Georgia address as your registered office on the application. Once the state approves the filing, we start receiving documents for you and scanning them over right away.

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