Foreign LLC Authority in Georgia (Form CD 241)

Georgia does not make a foreign LLC send a certificate of good standing. Form CD 241 lists exactly two things to submit, the application and the fee, and the Secretary of State's checklist for LLCs has no certificate on it. Corporations are different: a foreign corporation has to include an original certificate of existence, not more than 90 days old, certified by its home state or country. If you registered an LLC in another state, you can skip that errand, and the state never asks for a certified copy of the formation paperwork.

Section 14-11-702 of the Georgia Code says a foreign LLC transacting business in the state must procure a certificate of authority. The vehicle is Form CD 241, the Application for Certificate of Authority for Foreign Limited Liability Company (revised 9/2025). Online filers use eCorp, the Secretary of State's system; the application is generated for you when the filing is approved, with no paper to upload. By mail, you send the completed CD 241 with a check or money order to the Corporations Division in Atlanta. Once the filing is made, the LLC is deemed authorized from the time of filing, and a certificate of authority is issued on approval.

The form wants a primary email address, the company name (plus a reservation number if you hold one), and the date business began in Georgia or "upon qualification" if it has not yet begun. It also asks for the filer's details, your home-state name, jurisdiction and formation date, the principal place of business, the registered agent and a Georgia street address for the registered office, and the manager with substantial responsibility for the business. Add the address where records are kept and an effective date, which can be delayed up to 90 days. An authorized person signs, and no notary is involved.

Georgia charges $235 in total, a $225 filing fee with a $10 service charge added, and the amount does not change between online and paper. (One FAQ page still describes the $10 as a paper-only add-on, but the fee schedule, the form and the guide all give the same total for both routes.) The Secretary of State's guide says online filings take approximately 7 business days and paper ones approximately 15 business days from receipt, subject to workload. We cannot promise a date. Through our checkout, $199 for the preparation and the state's $235 together come to $434.

Georgia's penalty is a flat charge with a clear deadline. Under § 14-11-711, a foreign LLC that has not been authorized within 30 days after the first day it transacts business here owes a $500 penalty, in addition to every fee that registering on time would have triggered. Form CD 241 says the penalty is statutory and the Secretary of State cannot waive it, and the certificate will not issue until the penalty has been paid. If the date of first business you write in item 1 is more than 30 days before the application's effective date, the penalty and back fees are due with the filing.

Beyond that, an unregistered LLC may not maintain a lawsuit in Georgia court until it is authorized. Its contracts and acts stay valid and it may defend any action. The Attorney General can also sue to restrain a foreign LLC from operating unauthorized (§ 14-11-712). The state puts the burden on the company to decide whether it must file, and one that decides it must do so within 30 days of starting business.

The statute does not define transacting business. Section 14-11-702(b) lists thirteen activities that, alone, do not require qualification, and says the list is not exhaustive:

• defending or settling a proceeding, or an administrative or arbitration matter;
• internal affairs and meetings of managers or members;
• bank, brokerage and similar accounts;
• offices that transfer or register the company's ownership interests;
• effecting sales via independent contractors;
• procuring orders that only become binding when accepted outside Georgia, so long as there is no local performance beyond delivery and installation;
• making loans or acquiring debt, mortgages or liens;
• securing or collecting debts and enforcing rights in the property that secures them;
• owning property without more;
• an isolated transaction, not one in a run of similar ones;
• interstate or foreign commerce;
• acting as trustee, executor, administrator or guardian; and
• owning or controlling another entity organized in or doing business in Georgia.

Notice that the order-taking item has a limit: the contracts cannot involve local performance in Georgia beyond delivery and installation. The list does not set the standard for taxation or service of process. When you have staff, a storefront or recurring jobs here, assume it applies.

The registration name does not have to match the home name. Georgia accepts the words limited liability company or limited company (with "ltd." and "co." allowed), or the short forms with periods or without, including L.C. and LC, provided the name is distinguishable on the Secretary of State's records. If it is not distinguishable, the application can add a distinguishing element in parentheses, such as the home state. You must then use that name in all dealings with the Secretary of State. A name reservation, if you want one first, costs $35 and lasts 30 days.

Section 14-11-703 requires a registered office and registered agent in Georgia at all times, with the same address for both. Who qualifies: a Georgia-resident individual, a corporation or LLC organized in Georgia, or an out-of-state corporation or LLC that has its own Georgia certificate of authority. The Secretary of State says an entity cannot be its own agent, and the address must be a Georgia street address where the agent is located; a P.O. box or mail drop is not allowed. Changing the agent can be done on the annual registration or with an amended filing for $30.

Each year between January 1 and April 1, a registered foreign LLC files an annual registration with the Secretary of State, for $60 ($50 plus a $10 service charge), online or on paper. The first one falls in the calendar year after the year you were authorized. A late filing carries a $25 penalty. If the registration is not delivered within 60 days after it is due, that is a ground for revoking the certificate of authority, after written notice and 60 days to correct. Other grounds include unpaid fees and having no registered agent or office for 60 days.

The harder part is what follows. The Secretary of State says a foreign entity with a revoked certificate must requalify with a new application and fee, and does not qualify for reinstatement. Tax registration with the Department of Revenue may also be needed depending on the business.

Georgia requires an amended certificate of authority for a change of name or home jurisdiction, at $30. To leave the state, file Form CD 555, the Application for Withdrawal of Certificate of Authority. There is no fee online and a $10 service charge on paper, and annual registrations have to be current first.

Give us the home-state details and the answers to the checkout questions, and we prepare Form CD 241 and file it with the Corporations Division. A Georgia registered agent is yours for no charge during the first year, then $149 yearly. Our address goes on the filing as the registered office, and any service of process we receive is scanned and uploaded that business day, with no fee for it.

The total covers the registration and year one of the agent. It does not cover your annual registration or any tax work. We prepare and file paperwork, and we are not attorneys.

Corporations can use this checkout too, at a matching price of $434 today, but a corporation's application also needs the home-state certificate of existence described at the top of this page.