Georgia Certificate of Authority for an Out-of-State Corporation

Georgia treats a corporation chartered in any other state or country as foreign. Under section 14-2-1501 of the Official Code, transacting business here is off limits to it until the Secretary of State has issued its certificate of authority, and the Corporations Division in Atlanta handles the filing. Georgia's paperwork calls this an application, and the form carries the number CD 236.

The filing does not move your corporation's legal home. It remains a corporation of its original state, and the certificate lets it operate in Georgia with the same duties as a Georgia corporation of like character and no extra privileges. Authorization also brings continuing chores: a Georgia registered agent and a yearly registration.

Georgia never defines transacting business. Section 14-2-1501(b) lists fourteen activities that, among others, do not amount to it, and subsection (c) adds that the list is not exhaustive:

• Defending or pursuing litigation, arbitration or an agency proceeding, or settling a claim
• Directors' and shareholders' meetings and other internal affairs
• Bank accounts, brokerage accounts and custodial arrangements
• Keeping an office that registers transfers of its own shares, or trustees and depositories for those shares
• Selling through independent contractors
• Taking orders that are not binding until someone outside Georgia accepts them, provided nothing beyond delivery and installation is performed locally
• Lending, or acquiring debt, mortgages and liens, including recording them
• Pursuing unpaid debts and enforcing security interests in collateral
• Owning, without more, real or personal property
• One-off deals outside any run of repeated deals of the same kind
• Interstate or foreign commerce
• Serving as a trustee, executor, administrator, guardian or similar fiduciary where Georgia law permits
• Holding or controlling an entity that is itself organized in Georgia or active here
• Serving as the manager of a limited liability company

Property and everyday operations

A corporation that merely owns a building or land here falls under the property item, and the Code's commentary says that passive ownership of real estate for investment is not transacting business. An office, employees, a shop or steady local sales point the other way, and the commentary calls out a local office, sales of personal property outside interstate commerce, and real estate used for general corporate purposes as typical conduct needing the certificate. The section also sets no standard for taxation or service of process. If your facts sit near the line, have a lawyer licensed in the state review them first.

Georgia's fee for a foreign corporation's certificate of authority is $235. The Secretary of State breaks that into $225 for filing plus a $10 service charge, and the total is identical online or by mail. A card pays the online filing. A mailed filing takes one check, certified bank check or money order, because cash is refused.

Online filers use eCorp. You open an account, choose to register a foreign business, pick the corporation type, and the application is generated once the filing is approved, so there is no form to upload. Some online filings route the filer through an identity check before payment. By mail, you send form CD 236, the certificate and payment to the Corporations Division. The state's guide puts online review at about 7 business days and paper at about 15, both depending on workload. A faster review costs extra: $120 for two business days, $275 for the same day if received before noon, and $1,200 for one hour.

What the form asks for

• The corporation's primary email address and the name it will use, with an optional name reservation number
• The date business began, or is expected to begin, in Georgia
• The filer's name, address and email
• The principal office mailing address, which may be a P.O. box
• The Georgia registered agent's name and email, plus the registered office street address and county
• The corporation's name as it appears at home, the home state or country, a box marking profit or nonprofit, and the date of incorporation
• The name and address of the chief executive officer, chief financial officer and secretary
• An effective date: the moment of filing, or a delayed date within 90 days
• The signature, printed name and title of an authorized person

Georgia requires one. Item 8 of the form calls for the original of a certificate showing the corporation exists or is in good standing, certified by the home state or country and issued within the last 90 days. The state adds that a copy of your articles of incorporation should not go in its place. The statute behind it, section 14-2-1503, speaks of a certificate of existence, or a document with similar import, authenticated by whoever keeps corporate records at home.

Ordering it falls to the owner, through the home state's filing office, which charges what it charges. The 90 days run against what the Corporations Division actually receives, so order close to your mailing date and allow for transit.

Late-filing penalty

The form also asks when business started. If that date is more than 30 days before the application takes effect, the state collects $500 with the filing, and the form states that the Secretary of State cannot waive it.

If your home name falls short of Georgia's corporate naming rules, section 14-2-1506 lets you add a word such as corporation, incorporated, company or limited (or an abbreviation), or tack on the name of your state of incorporation. A fictitious or trade name is another route, backed by a board resolution certified by the corporate secretary. Any name must not be confusable, on the state's records, with a corporation, nonprofit corporation, reserved name, limited partnership or professional association. A name can be held in advance for 30 days at a cost of $35.

The Georgia registered agent

An authorized foreign corporation must keep a registered office here plus an agent operating from that same address (section 14-2-1507). The agent can be:

• an individual who lives in Georgia
• a Georgia corporation, nonprofit corporation or limited liability company
• a foreign corporation, nonprofit corporation or limited liability company that is itself authorized to transact business in Georgia

Only a street address with the agent present qualifies, so a P.O. box or mail drop will not do. Self-appointment is not allowed. No business-hours rule for the agent appears in the statute or in the state's published guidance. To change agents, update the annual registration or file an amended annual registration for $30.

Each year an authorized foreign corporation delivers an annual registration to the Secretary of State during the window of January 1 through April 1. The initial registration is due in the year following issuance. The fee is $60 ($50 plus the $10 service charge), and filing late adds a $25 penalty. The registration is also where officers and the agent get updated.

Revocation proceedings under section 14-2-1530 can start when the annual registration has not arrived within 60 days of its due date, if fees stay unpaid 60 days past due, or if a registered agent or registered office is missing for 60 days or longer. Written notice goes to the principal office or the agent, and the corporation then has 60 days to fix the problem. The Secretary of State says a revoked foreign corporation must re-qualify with a fresh application and fee, since a foreign entity cannot be reinstated.

Changes and leaving Georgia

• A new corporate name, period of duration or home state calls for an amended certificate of authority at $30.
• Withdrawal uses form CD 555. It is free online, carries a $10 service charge on paper, and requires your annual registrations to be current. It makes the Secretary of State your process agent for suits arising from the authorized period.
• A certificate of authority is not the only item on the Georgia checklist. The Department of Revenue handles tax registration separately.

Section 14-2-1502 sets the consequences for a corporation that transacts business without authority.

• Courts. The corporation is barred from starting or continuing a case before any Georgia judge until a certificate has been issued. Its successor, and anyone to whom it assigns a claim from that business, face the same bar unless the certificate is in hand before the case starts.
• Penalty. If 30 calendar days pass without a certificate, counted from the first day of business in Georgia, the corporation owes the $500 civil penalty, which the Secretary of State collects without discretion alongside the other consequences.
• Validity. What the corporation has already done remains valid, and defending a case is still open to it.

Mainstay's foreign qualification service registers corporations that were formed in other states. It prepares Georgia's application and submits it to the Corporations Division. A Georgia registered agent is part of the package at no cost for twelve months, and after that the agent renews at $149 yearly. The state's own fee is $235. You provide the corporate details and the original home-state certificate, because ordering documents from another state is not part of the service.

The annual registration and any Department of Revenue accounts stay with you or your accountant. The Georgia foreign qualification page lays out today's checkout lines and total. If you only need the agent, read the Georgia registered agent page. Mainstay is a filing and agent service rather than a law firm.