Foreign Limited Partnerships in Georgia: Registration and Registered Agent

Georgia's limited partnership act, in chapter 9 of Title 14 of the Official Code, uses the label foreign limited partnership for a partnership organized under another place's law. Section 14-9-902 requires one that is transacting business in Georgia to procure its certificate of authority by applying to the Secretary of State, and the Corporations Division in Atlanta processes the paperwork. An LLLP files the same application and marks the LLLP box.

A partnership is treated as authorized from the time its application is filed, with the certificate itself issued once the state approves. The home jurisdiction's law continues to govern the partnership, including limited partners' protection from liability. Georgia's act says so directly in section 14-9-901.

Georgia has no definition of transacting business for a partnership. What section 14-9-902(b) provides is a list of activities that a foreign limited partnership is not considered to be transacting business solely by carrying on, and the opening words leave room for other activities that also fall outside the requirement:

• Defending, bringing or settling litigation, arbitration or an agency proceeding
• Partner meetings and other internal affairs
• Bank, savings and loan, custodial and brokerage accounts
• Offices for registering transfers of partnership interests, or trustees and depositories for those interests
• Selling through independent contractors
• Orders that bind only upon acceptance outside Georgia, with no local performance beyond delivery and installation
• Loans, debts, mortgages and liens
• Securing and collecting debts, and enforcing rights in collateral
• Owning, without more, real or personal property
• A single transaction that is not one of many like it
• Interstate or foreign commerce
• Fiduciary roles such as trustee, executor, administrator or guardian
• Owning or controlling another person organized in Georgia or transacting business here

Rental property and real operations

Holding a Georgia building or land without more is on the list, and the partnership chapter has no separate rule making income-producing property a trigger. A local office, staff, or recurring sales are a different matter. The section does not decide who may be taxed or served with process, so a close call deserves a lawyer's review before you choose not to file.

The state's foreign limited partnership application, covering both LPs and LLLPs, was revised 9/2025, and the fee is $235. That is a $225 charge for the filing plus a $10 service fee, identical online and on paper. Payment is by card for an online filing or by check, certified bank check or money order for a mailed one.

Online, the Secretary of State's guide says you log into eCorp, choose to register a foreign business, and select the LP or LLLP type; the state generates the application when it approves the filing. Mailed applications go to the Corporations Division at 2 Martin Luther King Jr. Dr. SE, Suite 313 West Tower, Atlanta. Review runs about 7 business days online and about 15 on paper, depending on workload. Rush options exist at $120 for two business days and $275 for the same day, if received by noon.

What goes on the application

• The partnership's primary email address, its name (with an optional reservation number) and the date it began or expects to begin business in Georgia
• The filer's name, address and email
• The name, home jurisdiction and date of formation as they appear at home
• A principal office mailing address
• The Georgia agent's name and email, with the registered office's street address and county
• A separate attachment naming each general partner and giving a business address
• The address where partnership records are kept
• A start date, either upon filing or postponed by no more than 90 days
• The signature of a general partner, who also names the Secretary of State as the fallback for service if no agent can be found

No. The form's checklist of what to mail has three entries: the application, the general partner attachment, and the fee. The Secretary of State's step-by-step guide for LPs and LLLPs lists no certificate of existence or good standing, and its FAQ says only a foreign corporation has to include one. Your home state has nothing to supply for this filing.

What the filing does require is a signature from a general partner, plus the address at which the partnership will keep its records until the registration is canceled or withdrawn.

Under section 14-9-904, the partnership may apply under any name that a Georgia limited partnership could register, whether or not it matches the home name. When the name does not fit Georgia's rules, the application can add a distinguishing word in parentheses, such as the state of organization, and the partnership then uses that version with the Secretary of State and in Georgia.

The registered agent

A foreign limited partnership must continuously maintain an agent for service of process in Georgia (section 14-9-902.1). The agent may be:

• an individual resident of Georgia
• a Georgia corporation, professional corporation or limited liability company
• a foreign corporation or limited liability company authorized to do business here

The registered office is the agent's business address, and it has to be a street address with the agent located there. A P.O. box or mail drop does not qualify. The state does not tell agents to keep set hours. To switch agents, use the annual registration, or file the $30 amended annual registration. An agent that wishes to resign gives written notice to the Secretary of State, and the appointment ends 30 days after receipt.

During the January 1 to April 1 window each year, an authorized foreign limited partnership files an annual registration, beginning in the calendar year after it was authorized. The fee is $60, made up of $50 plus the $10 service fee, with a $25 penalty for filing late. The Secretary of State warns that an entity that skips its annual registration is subject to revocation, and the FAQ describes a notice followed by 60 days to complete the filing. Reinstatement is not available to a foreign entity after revocation. It has to apply again and pay a new fee.

Amendments and withdrawal

• A change of name or of the state of organization needs an amended certificate of authority (section 14-9-905), and the state's fee for it is $30.
• To withdraw, file form CD 555 and tick the limited partnership box. There is no fee online, while the paper version has a $10 service charge, and annual registrations must be current first. The partnership then names the Secretary of State as its process agent for claims arising while it was authorized.
• Taxes and licensing are separate. The Secretary of State notes that its registration is not the only step before doing business, and the Department of Revenue handles tax accounts.

Section 14-9-907 covers a partnership that transacts business here without registering.

• Courts. No action, suit or proceeding of its own may go forward in a Georgia court before authorization.
• Validity. Its contracts and acts are not impaired, and nothing stops it from defending a case.
• Back fees and penalty. It owes all the fees that registration would have brought. If it has not registered within 30 days after the first day of business, it also owes a $500 penalty. The state's fee schedule states the penalty as $500 plus all the fees that would have been imposed, and the state will not issue the certificate until they are paid.
• Enforcement. Georgia's Attorney General is empowered by section 14-9-908 to maintain an action restraining the partnership's unauthorized business.

Registration itself is not part of what Mainstay's checkout does for a partnership, since the checkout handles just two entity types, LLCs and for-profit corporations. Submitting CD 251 is up to you or your counsel. Mainstay's role is the agent: $149 a year, unchanged when it renews. Its Georgia street address becomes the registered office on your application and in the public file.

When legal papers arrive for the partnership, the scan reaches your online account by the end of that business day, with no fee, and the first three official letters each year are scanned at no cost too. A partnership with another agent already on record can have Mainstay file the replacement, paying only the state's fee. Because Mainstay's agent is a company, it fits the statute's list of eligible agents. Nothing here is legal advice, and Mainstay does not practice law. See the Georgia registered agent page.