Corporations Elections Licensing Securities
Commonly Asked Questions
General, Registered Office, and Registered Agent
Through the following Commonly Asked Questions we hope to address many of our most frequently asked questions. We recommend the advice of an attorney and/or accountant be obtained in the pursuit of any new filing, amendment, dissolution or merger. Such advice will help assure compliance with Georgia law, and that your goals and intentions are met. Additional topics can be accessed on the left.
How do I change an entity’s address?
The address is changed by filing an annual registration. The registration may be filed, and changes made, online through the following link . There is a fee for filing an annual registration and making changes. Please see the fee schedule.
How do I change an officer(s) of a corporation?
Officer changes are made by filing an annual registration. The registration may be filed, and changes made, online through the following link. There is a fee for filing an annual registration and making changes. Please see the fee schedule. Georgia law regarding limited liability companies (“LLCs”) requires only the listing of the registered agent; thus, officers for LLCs are not listed and there is no procedure to “change” them by filing with the Secretary of State.
How do I obtain a paper annual registration form?
A paper form may be downloaded from our website through the following link.
What types of entities are on file with the Corporations Division?
Business corporations, nonprofit corporations, professional corporations, limited partnerships, and limited liability companies are formed in Georgia by filing with the Corporations Division of the Office of Secretary of State. In some instances, the above entities that form in other states choose to file with the Georgia Secretary of State as “foreign” entities.
What type of entity should I form?
The Corporations Division does not provide legal advice.Individuals must research this question on their own and should consult a lawyer and/or tax professional in making the decision. The factors to be considered include tax issues, liability issues, capital needs and the type of business, among many others. For a basic overview of entity choices please see the brochure Which Legal Entity is Right for Your Business? If a decision is made to form a corporation, limited partnership, or limited liability company, the staff of the Corporations Division can assist with the process of formation.
How long does it take to complete a filing with the Corporations Division?
Many filings of articles, amendments, mergers or dissolutions are completed within 5 to 7 business days of receipt by the Division. Workload issues will sometimes result in a longer turnaround time, perhaps up to 12 business days. In particular, anticipate lengthier turnarounds in late December through January when the greatest volume of filings is received. Large numbers of filings are also typically received at the end of each quarter, late March, late June and late September.
What is the purpose of an annual registration?
The purpose is to comply with the law. The registration is also the means for changing officer, agent or address information. The filing also confirms that the entity still exists.
When must an annual registration be filed?
Georgia corporations file the first annual registration within 90 days of the date of incorporation, and between January 1 and April 1 each year thereafter. Limited liability companies, limited partnerships and foreign corporations file the first annual registration between January 1 and April 1 of the year following the initial filing, and between January 1 and April 1 each year thereafter.
What does “O.C.G.A.” mean?
It stands for “Official Code of Georgia Annotated” and is often referred to as “the Code.” In short, it is the law. Laws regarding corporations, LLCs and partnerships are found in Title 14 of the Code. Free public access to the Code is available at LexisNexis .
Is an out-of-state corporation, limited partnership (“LP”), limited liability partnership (“LLP”), limited liability limited partnership (“LLLP”) or limited liability company (“LLC”) required to file with the Georgia Secretary of State?
Sometimes. An entity formed in another state, defined as a “foreign” entity under Georgia law, should review the provisions of O.C.G.A.§§ 14-2-1501 (profit corporation), 14-3-1501 (nonprofit corporation),14-8-45 (LLP), 14-9-902 (LP and LLLP), and 14-11-702 (LLC). These laws provide that a “foreign [entity] may not transact business in this state until it obtains a certificate of authority from the Secretary of State.”
However, each statute lists a number of activities that “do not constitute transacting business.” Thus, if a company’s business in Georgia falls into one of these categories, it is not required to file with the Secretary of State. The burden is on the entity to determine whether or not it should file; the Corporations Division cannot provide legal advice. An entity that is uncertain about this question should consult its legal counsel. An entity that decides that it should file is required to do so within 30 days of commencing business in Georgia.
What happens if an out-of-state corporation, LP, LLP, LLLP, or LLC should file with the Secretary of State, but does not?
O.C.G.A.§§14-2-1502 (profit corporation), 14-3-1502 (nonprofit corporation), 14-8-54 (LLP), 14-9-907 (LP and LLLP), and 14-11-711 (LLC) list the consequences of transacting business without authority. One possible sanction is that an entity that should have obtained a certificate of authority, but does not, may not be able to file a lawsuit in the State of Georgia. An entity that begins transacting business in Georgia without registering as required must pay a penalty. For profit corporations the penalty is $500.00; for LLCs, LPs and LLLPs the penalty is $500.00 plus all fees which would have been imposed if the entity registered as required; and for LLPs the penalty is $500.00 for each year or part of year during which it transacted business plus all fees which would have been imposed if the foreign LLP had registered as required.
How does an out-of-state corporation, LP, LLP, LLLP, or LLC obtain a certificate of authority and is there a fee?
A single-page “Application for Certificate of Authority” is filed. For profit and nonprofit corporations, an original certificate of existence (“good standing”) from the “home” state must be filed along with the application. The certificate of existence must be no more than 90 days old. The filing fee is $200.00 for foreign LLPs, and $225.00 for all other entities. The entity will then file an annual registration, with the required fee, between January 1 and April 1. Annual registration notices are sent to the principal office addresses of all active entities each January.
When a foreign entity that has obtained a certificate of authority no longer transacts business in Georgia, is there a filing to be made?
A foreign entity that ceases its operations in Georgia should file an Application for Withdrawal pursuant to O.C.G.A. §§ 14-2-1520 (profit corporation), 14-3-1520 (nonprofit corporation), 14-8-50 (LLP), 14-9-906 (LP and LLLP), or 14-11-707 (LLC). An Application for Withdrawal may be downloaded.
How do I change my articles of incorporation?
A corporation’s articles are amended by filing Articles of Amendment. There is no form for this filing; rather, articles are drafted pursuant to statutes beginning at O.C.G.A. §§ 14-2-1001 (profit) or 14-3-1001 (nonprofit). See particularly O.C.G.A. §§ 14-2-1006 (profit) and 14-3-1005 (nonprofit). The original and one copy of the articles of amendment are forwarded to the Corporations Division along with a $20.00 filing fee payable to “Secretary of State.”
How do I change my articles of organization?
A limited liability company’s articles are amended by filing Articles of Amendment. There is no form for this filing; rather, articles are drafted pursuant to O.C.G.A. § 14-11-210. The original and one copy of the articles of amendment are forwarded to the Corporations Division along with a $20.00 filing fee payable to “Secretary of State.”
How do I change my certificate of limited partnership?
A limited partnership’s certificate of limited partnership is amended by filing a Certificate of Amendment. There is no form for this filing; rather, articles are drafted pursuant to O.C.G.A. § 14-9-202. The original and one copy of the certificate of amendment are forwarded to the Corporations Division along with a $20.00 filing fee payable to “Secretary of State.”
Are a corporation’s bylaws filed with the Secretary of State?
No. Bylaws are maintained by the corporation.
Are the shareholders or owners of a corporation listed with the Secretary of State?
No. That information is maintained by the corporation.
Is there a minimum age for officers of a corporation?
No, the Georgia Business Corporation Code does not impose an age requirement for officers. However, members of the board of directors must be at least 18 years old.
How many officers must a corporation have?
A corporation has officers as described in its bylaws, as provided by O.C.G.A. § 14-2-840. Only a corporation’s chief executive officer (person in charge), chief financial officer (treasurer) and secretary (person who maintains records) are listed with the Corporations Division. The same individual may hold more than one office.
If I incorporate, can I still be sued personally?
There is no doubt that many people incorporate because they believe their personal assets will be protected in the event of a lawsuit. But this is an extremely complex question for which there is no easy “yes” or “no” answer. Georgia law imposes many responsibilities upon corporations. These requirements must be strictly followed to assure limited personal liability. Thus, we strongly suggest that questions in this area be addressed to legal counsel. Courts of law sometimes allow individuals within a corporation to be sued personally.
What is an “S” or a “C” corporation?
“S” and “C” in this instance refer to federal tax laws that are applicable to a particular corporation. The Secretary of State does not have information that shows whether a corporation is an “S” or a “C”. Questions about the meaning of these designations and the differences in the two types of corporations should be addressed to the Internal Revenue Service, www.irs.ustreas.gov, or to an accountant or attorney.
How do obtain an EIN (Employee Identification Number) for my corporation?
The Employee Identification Number is obtained from the Internal Revenue Service, www.irs.ustreas.gov. The Corporations Division does not issue, or maintain record of, EINs.
How do I apply for IRS Federal tax exemption as a charitable organization?
If you intend to apply for IRS federal tax exemption as a charitable organization, your articles of incorporation must contain a required purposed clause and a dissolution of assets provision. Valuable information on 501(c)(3) qualification is on the IRS website, www.irs.gov. It includes sample articles of the incorporation. Click the “Charities and Nonprofits” link and then the Life Cycle of a Public Charity link.
Does the Corporations Division have phone numbers for entities or for their officers or registered agent?
What is a statutory close corporation?
It 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, pursuant to O.C.G.A. § 14-2-902. Provisions of law beginning at O.C.G.A. § 14-2-901 govern close corporations.
Registered Office and Registered Agent
What is the “registered agent” of an entity?
The registered agent is the “mailbox” for the corporation. The registered agent is the person or entity located in this state designated by the entity to receive any service of process, documents, or other official communication on its behalf. The registered agent may or may not be an owner, shareholder or officer of the entity. Many entities use their attorney or a professional corporate service company for this service. The registered agent’s address must be a street address in Georgia, and the agent must be located at that address. A post office box or “mail drop” may not be used as the registered agent address. Please review O.C.G.A. §§ 14-2-501 and 14-2-1507 (profit corporation); 14-3-501 and 14-3-1507 (nonprofit corporation); 14-9-104 and 14-9-902.1 (limited partnership); and 14-11-209 and 14-11-703 (limited liability company).
Who can be a registered agent?
The registered agent for a Domestic Profit and Nonprofit Corporation may be:
(See O.C.G.A. §§ 14-2-501, 14-3-501, 14-2-140 and 14-3-140)
The registered agent for a Foreign Profit and Nonprofit Corporation may be:
(See O.C.G.A. §§ 14-2-1507, 14-3-1507)
The registered agent for a Domestic Limited Partnership may be:
(See O.C.G.A. § 14-9-104)
The registered agent for a Foreign Limited Partnership may be:
(See O.C.G.A. § 14-9-902.1)
The registered agent for a Domestic Limited Liability Company may be:
(See O.C.G.A. § 14-11-209)
The registered agent for a Foreign Limited Liability Company may be:
(See O.C.G.A. § 14-11-703)
The registered agent’s business office address must be identical with the registered office address.
Am I required to have a registered agent in Georgia?
Yes. Each entity must continuously maintain a registered agent and registered office in Georgia.
How can I change the registered agent of my entity?
The name of the registered agent and/or the registered office of an entity is changed by filing an annual registration. An annual registration may be filed online through the following link. There is a fee for filing the change. Please refer to Corporations Division filing fee schedule.