Out-of-State Nonprofits in Georgia: Certificate of Authority and Agent

Nonprofit corporation law sits in Title 14, chapter 3, of the Official Code, apart from the business corporation chapter. When a nonprofit was organized outside Georgia, that chapter treats it as foreign, and section 14-3-1501 makes the Secretary of State's approval, in the form of a certificate of authority, a precondition to transacting business in Georgia. Filings go to the Corporations Division, whose office is in Atlanta.

One form serves both kinds of corporation. CD 236 has a box for profit or nonprofit, so you complete the same application a business corporation would. Once authorized, the nonprofit stands on equal footing with a Georgia nonprofit of that kind, without extra privileges (section 14-3-1505). Home law keeps governing the organization itself. The certificate has nothing to do with tax-exempt status.

Georgia gives no definition, only a list. Section 14-3-1501(b) names fourteen activities that, standing alone, are not transacting business, and subsection (c) says the list is expressly incomplete:

• Handling or defending a lawsuit, arbitration or agency proceeding, or settling a claim
• Meetings of directors or members and other internal affairs
• Bank accounts, brokerage accounts and custodial arrangements
• Offices for transferring and registering memberships or securities, and trustees or depositaries for them
• Selling through independent contractors
• Soliciting orders that become contracts only upon acceptance in another state, with no local work beyond delivery and installation
• Loans, debts, mortgages and liens, including recording them
• Pursuing money owed and enforcing security interests
• Owning, without more, real or personal property
• An isolated transaction outside a series of repeated ones of the same kind
• Interstate or foreign commerce
• Fiduciary roles (trustee, executor, administrator, guardian) that Georgia law allows the nonprofit to hold
• Holding or running another entity that is formed in Georgia or does business here
• Serving as a manager of a Georgia limited liability company

Programs, buildings and donated property

A nonprofit that only holds a donated building or parcel falls within the property item, and chapter 3 never singles out income-producing property. Running programs, keeping an office or employing staff in Georgia leans the other way. The section leaves taxes and service of process to other laws, so check with a lawyer when the facts are close.

The Secretary of State's fee for the nonprofit's certificate of authority is $235. It consists of $225 for the application and a $10 service fee, and it does not change between online and paper filing. Online payment is by card. A mailed filing needs a check, certified bank check or money order.

Online, you open an eCorp account, pick the option to register a foreign business, and choose the corporation type; the state produces the application when it approves the filing. By mail, the packet goes to Atlanta. The state's guide quotes about 7 business days online and 15 on paper. Paying more buys speed: $120 for a two-business-day review, $275 for same-day review of filings received by noon.

What the form asks for

• A primary email address and the nonprofit's name, with an optional name reservation number
• The date it began, or will begin, activity in Georgia
• The name, address and email of the person filing
• The principal office mailing address
• The Georgia agent's name and email and the registered office street address and county
• The name used at home, the home jurisdiction, a check on the NONPROFIT box and the date of incorporation
• Three officers: the CEO, the CFO and the secretary, or the people who hold equivalent positions
• Either an immediate effective date or a delayed one, set no more than 90 days ahead
• A signature, printed name and title

Georgia requires it. Item 8 of CD 236 calls for an original certificate, issued by the home state or country, showing that the nonprofit exists or is in good standing. It may not be more than 90 days old, and a copy of the articles cannot stand in for it. Section 14-3-1503 asks for a certificate of existence, or a comparable authenticated document, from the official in charge of records at home.

The owner requests it from the home state, which sets its own price. Time the request to your mailing date, because the 90 days are measured by the date the Corporations Division receives the package.

No late-filing penalty

The form's note on the date business began has two parts. For profit corporations, a date more than 30 days before the effective date triggers a $500 penalty. For nonprofits the form says there is no late filing penalty, and the statute provides no money penalty for a nonprofit.

A nonprofit whose home name falls short of Georgia's rules may attach corporation, incorporated, company, limited or an abbreviation to its name for use here, or add the name of its home state (section 14-3-1506). It could also use a fictitious or trade name supported by a certified board resolution. Whatever name it uses has to differ enough, on the Secretary of State's records, from every corporation, profit or nonprofit, along with reserved names, limited partnerships and professional associations. A reservation holds a name for 30 days at $35.

Who can be the agent

Section 14-3-1507 obliges an authorized nonprofit to maintain, without a break, a registered office in the state and a registered agent at that same address. The agent may be:

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

Only a Georgia street address with the agent on site qualifies, so a P.O. box or mail drop is out. Self-appointment is off the table. The state sets no required office hours. An agent change is made on the annual registration or on an amended annual registration for $30.

Every authorized nonprofit has an annual registration to deliver between January 1 and April 1, with the first one falling in the year after issuance. The nonprofit rate is $40 (a $30 base plus the $10 charge), which is lower than the $60 a business corporation pays. A $25 penalty applies to a late filing.

Under section 14-3-1530 the Secretary of State may start revocation when the registration is more than 60 days late, when fees go unpaid for 60 days, or when 60 days pass with the nonprofit lacking a registered agent or office. A notice goes out first and the nonprofit then has 60 days to cure. A revoked foreign entity cannot be reinstated and must apply again with a new fee.

Amendments, withdrawal and other agencies

• Changing the name, the term of duration or the home state requires an amended certificate. The fee is $30.
• CD 555 is the withdrawal form: nothing to pay online, $10 on paper. The registrations must be current first.
• Soliciting donations falls under the Secretary of State's separate Charities Division, and tax-exempt recognition comes from the IRS. This guide does not cover either.

Section 14-3-1502 lays out the effects for a nonprofit that transacts business without authority.

• Courts. It is barred from keeping a case alive in a Georgia court until it is authorized. A successor or an assignee of its claim is held to the same rule unless the certificate comes first.
• Validity. The lapse leaves the nonprofit's own acts intact, and it can still answer a suit brought against it.
• No fine. The code comment confirms that, unlike the business corporation section, this one provides no monetary penalty.

A nonprofit corporation is not covered by Mainstay's foreign qualification checkout, which registers LLCs and for-profit corporations only. The nonprofit submits CD 236 itself or through counsel. What Mainstay offers is the agent itself. The price is $149 each year, the same at renewal, and the Georgia street address appears on your application and in the state record.

A summons or other legal paper reaching the agent is scanned into your account the day it arrives, at no cost, and so do the first three official letters that arrive in a year. When the nonprofit already has a different agent on record, Mainstay prepares the change, and only the state's fee is added. The agent is a company, which Georgia's statute allows. Mainstay is not a law firm. The Georgia registered agent page explains more.