Filing a Foreign Corporation or LLC in Georgia
In this Article:
Related: Get a Georgia Registered Agent
If your company was not incorporated in Georgia, but you wish to do business there, you need to apply for a Georgia Certificate of Authority.
Known as Foreign Qualification, this process allows a company formed in Delaware or any other state to legally transact business in Georgia.
Please note: information on this page is accurate to the best of our knowledge. However, requirements and costs can be changed by states at any time and Harvard Business Services cannot guarantee the accuracy of this information.
How to Get a Certificate of Authority in Georgia:
The most efficient way to apply for your Georgia certificate of authority is using the online application, which involves a fee paid to the GA Secretary of State of $225.
When applying as a corporation (profit or non-profit), you must also include a Certificate of Good Standing (known as a Certificate of Existence in Georgia) from your home state, dated within the past 90 days. LLC applicants are not required to include this document.
You must also appoint and list a Georgia Registered Agent. A Registered Agent must be maintained at all times. We can provide this service at a cost of just $99/year.
Harvard Business Services can assist with your application so you don’t have to deal with the Georgia Secretary of State directly. We do charge our own fee for this service, in addition to state fees. The exact fee can vary based upon whether your company is already filed and whether you need us to obtain additional documents to meet the state’s requirements. Please contact us for an exact quote.
How Do I Know if I Need a Georgia Certificate of Authority?
If your company does or will do business in Georgia, but it was not formed in Georgia, you will often need to obtain Foreign Qualification. Typically, “doing business” is defined by activities such as maintaining a physical office or having employees in the state.
Georgia LLC and corporation law lists several activities that are not classified as transacting business in the state. These activities include:
- (1) Maintaining or defending any action or administrative or arbitration proceeding or effecting the settlement thereof or the settlement of claims or disputes;
- (2) Holding meetings of its managers, members, or other owners or carrying on other activities concerning its internal affairs;
- (3) Maintaining bank accounts, share accounts in savings and loan associations, custodial or agency arrangements with a bank or trust company, or stock or bond brokerage accounts;
- (4) Maintaining offices or agencies for the transfer, exchange, and registration of membership or other ownership interests in it or appointing and maintaining trustees or depositaries with relation to such interests;
- (5) Effecting sales through independent contractors;
- (6) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where such orders require acceptance outside this state before becoming binding contracts and where such contracts do not involve any local performance other than delivery and installation;
- (7) Making loans or creating or acquiring evidences of debt, mortgages, or liens on real or personal property or recording the same;
- (8) Securing or collecting debts or enforcing any rights in property securing the same;
- (9) Owning, without more, real or personal property;
- (10) Conducting an isolated transaction not in the course of a number of repeated transactions of a like nature;
- (11) Effecting transactions in interstate or foreign commerce;
- (12) Serving as trustee, executor, administrator, or guardian, or in like fiduciary capacity, where permitted so to serve by the laws of this state; or
- (13) Owning directly or indirectly an interest in or controlling directly or indirectly another person organized under the laws of or transacting business within this state.
This is not an exhaustive list and there may be additional activities that do not constitute doing business.
Keep in mind that even if the state of Georgia does not require a Certificate of Authority for a specific activity, a bank, vendor or another party can still require one in order to establish a relationship.
Georgia Annual Report Requirements
Once you have Foreign Qualification in Georgia, you will be required renew your registration once per year, between January 1st and April 1st. This renewal is free for LLCs but includes a fee for corporations.
Please note that this annual requirement is independent from requirements you may have in Delaware or other states.