Foreign LLC’s will be required to file for a Certificate of Authority with the Secretary of State in order to successfully conduct business in Georgia. This filing can be accomplished online through the Corporations Division’s online portal, or through the paper filing of an application in accordance with GA Code § 14-11-702 (2014). It will be necessary for filers to supply a certificate of good standing/existence (issued within 90 days of filing) or a similar document which has been authenticated by the appropriate authorities of the original jurisdiction of formation. Filing fees for foreign companies can be paid online using a credit card or by check if applying in paper for a total of $225.
Before the authorized officer begins the filing process, it is recommended that a Business Entity Search be performed to prove that the name of your LLC is not already in use under another entity in the state of Georgia (see GA Code § 14-11-705 (2014). This function should be utilized regardless of the filing method. If a your name has been taken, a fictitious one can be used in it’s place. In the case that the name is unavailable, and you’d like to preserve it, a Name Reservation can be performed for $25 which will last for a total of 30 days prior to filing.
How to File (Online)
Step 1- Navigate to the Corporation Divisions homepage and login to access all the features of their online portal. Once there you will be able to see the Create or Register a New Business function, click on this button to do so.
Step 2- You will then be able to select the type of business you’d like to register (Foreign) and the variety (LLC).
Step 3- Enter the name that you will operate under in Georgia. If necessary, provide both your 2nd and 3rd preference to use in the case that a fictitious name will be needed.
Step 4- Choose next the NAICS (North American Industry Classification System) code and sub code for your LLC type.
Step 5- Provide the address of the principle office as well as the records address if the two aren’t identical.
Step 6- On the next page you can provide your primary email address and secondary if applicable. You will also be asked to confirm your primary address in order to continue.
Step 7- The appointing of the registered agent can be done by entering the name of the business or individual into the search bar, scrolling through the options and selecting the correct candidate. If they are not already registered, you can create one by entering the information into the fields shown in the second window below.
Step 8- Provide the manager information including the name, full address and title. This person must have substantial responsibility for managing the business affairs of your LLC.
Step 9- In the next window supply the jurisdiction and term date as well as the number of years the business has been in operation.
Step 10- You will need to provide the name in the home jurisdiction, the date of formation and the date business will start transacting in Georgia.
Step 11- Check the box that indicates that the information that you’ve submitted is accurate, complete, and true before signing your name giving your title and selecting the effective date of filing.
Step 12- Clicking continue will give you the opportunity to review the data you’ve just submitted and verify that it is completely accurate. The following page will provide you with the necessary fields in which to enter your credit card information and pay the $225 filing fee associated with foreign LLC online filings.
How to File (PDF)
Step 1- Providing that the authorized organizer has conducted a Business Entity Search as previously mentioned, they will be able to continue by downloading the template provided by the Corporations Division of the Georgia Foreign LLC Certificate of Authority. This document will need to be completed as follows:
- Email Address
- 1-Name of LLC, Name Reservation Code (if applicable), Date business began transacting in Georgia
- 2-Name of Filer, their Phone Number and Full Address
- 3-Name of LLC in jurisdiction of original formation
- 4-Address of Principle Place of Business
- 5-Name of Registered Agent in Georgia and their Address
- 6-Manager’s Name and Address
- 7-Address where LLC Records are kept
- 8-Effective Date of Business
- 9-Printed Name, Signature and Title of Authorized Organizer as well as the date of completing this form
Step 2- Attach, with the Form 241, a check for $225 made payable to the Secretary of State to cover to filing fees. Mail both items to the below address and await confirmation of authorization from the Corporations Division (this process usually takes around 5-7 business days).
Office of Secretary of State, Corporations Division
2 Martin Luther King Jr. Dr. SE, Suite 313 West Tower
Atlanta, Georgia 30334
Renewal– Business entities in Georgia are required to file an Annual Registration Form between January 1st and April 1st of each year to remain in good standing with the State. This process should be conducted online (the link can be found here) and the filing fee will amount to $50. It is required by law that all new businesses, whether foreign or domestic, file an Annual Registration Form within 90 days of their initial filing with the Georgia Secretary of State.