Foreign corporations wishing to do business in Georgia must first file a Certificate of Authority with the Secretary of State either online or through the downloading of the PDF version in accordance to GA Code § 14-2-1503 (2014) of the State Statutes. Regardless of the method of application, the filer must pay the appropriate filing fee of $225 payable to the Secretary of State. A foreign entity will have to prove it’s compliance with the state law of the region of it’s original formation by attaching, with the online application or PDF form, a copy of a certificate of good standing which has been authenticated by the responsible authority in said region.
How to File (Online)
Step 1 In accordance with GA Code § 14-2-401 (2014) all foreign Corporations must operate under a name which is specific to their business and not already in use by an active corporation, LLC or partnership in the state of Georgia. A Business Search may be used to research the availability of your name. If it is indeed in use, a corporation must then operate under a fictitious name. To avoid this scenario, you can reserve your name for up to 30 days prior to filing at the cost of $25 per cycle.
Step 2- Once you’ve been assured that your name is not in use, or if you’ve decided upon a fictitious name, you may proceed to this webpage to log in and click on the “Create or Register a Business” function.
Step 3- The following page will start you off by having you choose the foreign business option and selecting the business type; either profit, non-profit or professional. Select the one that applies to your business to continue.
Step 4- The next window will have you supplying the requested business name as well as it’s reservation number (if applicable). You will also be able to enter your 2nd and 3rd preference of fictitious names.
Step 5- The NAICS (North American Industry Classification System) code and sub code for your corporation type will need to be selected next.
Step 6- Provide the full address of your principle office.
Step 7- On the next page, supply the business email address and secondary email if you have one.
Step 8- You will now be required to supply the information pertaining to your registered agent. This can be achieved through entering his/her name into the field, clicking search, and selecting them from the list. If they do not appear, you will be able to create a registered agent by entering in the information found in the second image below.
Step 9- Enter in the appropriate information for necessary officers. The mandatory positions include the chief executive officer, chief financial officer, and secretary.
Step 10- You will now be expected to provide the jurisdiction of original incorporation, the name under which your business operates in said jurisdiction, the date of formation and the date in which you will begin transacting business in Georgia. Following this you will have the option to upload any necessary documents including a copy of the aforementioned certificate of existence.
Step 11- Indicate that the above form has been completed to the best of each signatory’s belief and provide their signature and title before clicking continue.
Step 12- To complete the filing process, review your information to ensure that it is 100% accurate and true before entering your credit card information to pay the $100 filing fee on the following page. A Certificate of Authority should be sent within 5-7 business days of online filing to prove acceptance.
How to File (PDF)
Step 1- Those filing as foreign corporations will already have a business name going into their filing for a Certificate of Authority. To ensure that this name has not already been registered in Georgia, a search of the business database can be performed to inquire about it’s availability. If the name has been taken by an active business entity, the board of directors of your corporation will need to decide upon a suitable replacement to use in state. To avoid this step, you can reserve your business name within the state for the price of $25 per 30 day period.
Step 2- Once you’ve decided upon your fictitious name, or you’ve been assured that your current name is unique within Georgia, you can proceed to download the PDF of Form 236. This formwill need to be filled out using the following information about your company:
- 1-Name of Corporation, Name Reservation Number ( if applicable) and Date business commenced in Georgia
- 2-Name of person Filing, their Phone Number and Full Address
- 3-Principle Office Mailing Address
- 4-Name of Registered Agent their Full Address
- 5-Name of Corporation in State or Country of Incorporation, whether the business is Profit or Non-Profit,Jurisdiction and Date of Incorporation
- 6-Names of all Officers including CEO, CFO and Secretary
- 7-Effective Date
- 9-Printed Name, Signature, Title of Authorized Person and the current Date
Step 3- Following the completion of this form, attach an original certificate of existence, a check covering the $225 filing fee (made out to the Secretary of State) and if necessary, a copy of the document certified by the necessary authorities that indicates the selection and adoption of a fictitious name.
Step 4- Mail all items to the below address and await confirmation. Email confirmation of the reception of this filing will precede the Certificate of Authority which should take between 5-7 business days to arrive.
Office of Secretary of State, Corporations Division
2 Martin Luther King Jr. Dr. SE, Suite 313 West Tower
Atlanta, Georgia 30334
Renewal– To renew your business each year, and to remain in good standing with the Secretary of State, each business will be required to file a Annual Registration Form. This filing will cost only $50 for profit corporations and $30 for non-profit. However it should be noted that foreign profit corporations will be required to pay a $500 late filing fee if sent after the allotted time (Jan 1st to Apr 1st).