Corporation Registered-Agent Change and Resignation Requirements in Georgia
At a glance
| Governing law, entity, agent, and scope | Georgia Business Corporation Code, principally O.C.G.A. §§ 14-2-501 to -504, with general filing, annual-registration, and dissolution provisions; ordinary domestic for-profit corporation, not nonprofit, foreign, professional, regulated, or provider-contract rules |
|---|---|
| Continuous agent and office; eligibility | Continuously maintain Georgia registered office and agent; agent is Georgia- resident person, domestic corporation/nonprofit/LLC, or authorized foreign corporation/nonprofit/LLC; agent's business office must be identical to registered office (§ 14-2-501) |
| Corporation change authority and internal approval | Corporation files amendment to annual registration; § 14-2-502 states no board or shareholder vote; filing is executed by board chair, president, or another officer, or incorporator if directors not selected, and may be signed by attorney-in-fact (§§ 14-2-120, -502) |
| Statement contents, signer, consent, and filing | State corporation name, current office street address and agent, new office and/or agent, and post-change address identity; current CD 900 also asks control number, entity type, county, new-agent email, and authorized-signer capacity; no filed agent consent or notarization stated (§§ 14-2-120, -502; CD 900) |
| Registered-office and agent-office address rules | Registered office is a Georgia street address and may equal a corporation business location; agent's business office must be identical; annual registration reports street address and county, distinct from principal- office mailing address (§§ 14-2-501, -502, -1622) |
| Agent-initiated, bulk, and commercial-agent changes | Agent changing business-office street address gives corporation written notice, signs and files one statement with new address and all represented corporations; $5 per corporation, $20 minimum; statute has no commercial- agent listing or agent-name bulk route (§§ 14-2-122, -502(b)) |
| Agent resignation, notice, delay, and successor gap | Agent signs resignation, may discontinue office, and on/before filing sends intent notice to CEO, CFO, secretary, or comparable officer at record address; ends on earlier successor amendment or day 31; statutory filing fee is zero, while paper Form RA-1 states $10 service charge (§§ 14-2-122, -503) |
| Effective time, fee, report, and correction routes | Change uses current annual registration or, after that period's registration, amended CD 900; amended filing is $20 online or $30 paper with service charge; general filing defaults effective on filing and may delay up to 90 days; correction fixes incorrect/defectively executed filed record and generally relates back (§§ 14-2-123 to -124; CD 900) |
| Service, default, dissolution, foreign, and contract boundaries | If no agent or reasonable-diligence service fails, registered/certified mail or statutory overnight delivery to corporate secretary at principal office; 60 days without agent/office or without change/resignation notice is a dissolution ground, followed by written notice and 60-day cure; dissolution does not end agent authority (§§ 14-2-504, -1420 to -1421) |
Requirements one by one
Governing law, entity, agent, and scope
O.C.G.A. §§ 14-2-501 through 14-2-504 govern the registered office, agent, change, resignation, and service routes for an ordinary Georgia business corporation. Annual-registration and administrative-dissolution sections supply the filing record and default consequences.
Continuous agent and office; eligibility
The corporation must continuously maintain both a Georgia registered office and an eligible agent. An individual agent resides in Georgia. An entity agent is a listed domestic entity or a listed foreign entity authorized to transact business in Georgia. In every case the agent's business office and registered office are identical.
Corporation change authority and internal approval
The corporation changes the record by filing an amendment to its annual registration. Section 14-2-502 prescribes no board or shareholder vote. The general filing rule permits the board chair, president, another officer, or—if directors have not been selected—an incorporator to execute, and it permits an attorney-in-fact without filing the power of attorney.
Statement contents, signer, consent, and filing
The statutory statement identifies the corporation, current agent and office, the new agent or office, and the required identity between office addresses. Current Form CD 900 adds the control number, entity type, county, new-agent email, and signer capacity. Neither § 14-2-502 nor CD 900 requires a filed agent- consent attachment, corporate seal, attestation, acknowledgment, verification, or proof.
Registered-office and agent-office address rules
The filing uses a Georgia street address and county for the registered office. That address may also be a corporation business location, but it must be the agent's business-office address. The principal office is separate: the annual registration reports its mailing address (§ 14-2-1622).
Agent-initiated, bulk, and commercial-agent changes
An agent who moves the business office first notifies each corporation in writing. The agent may then sign one statement giving the new address and listing every represented corporation. The statutory fee is $5 per corporation with a $20 minimum. Georgia's cited business-corporation provisions do not create a separate commercial-agent listing or agent-name bulk-change route.
Agent resignation, notice, delay, and successor gap
On or before filing, the agent mails or delivers intent notice to the CEO, CFO, secretary, or comparable officer at the address in the annual registration (or articles if none has been filed). The resignation statement may also discontinue the office. Termination occurs on the earlier of a successor filing or day 31 (§ 14-2-503).
Effective time, fee, report, and correction routes
If the current annual registration has not yet been filed, the change belongs in that filing. After it has been filed, current CD 900 is the amended-registration route: $20 online or $30 on paper after the $10 service charge. General filing law permits a delayed effective date no more than 90 days after filing (§ 14-2-123), while resignation follows its special earlier-of-successor-or-day-31 rule. Articles of correction address an incorrect statement or defective execution and generally relate back; they do not replace a later factual change.
Service, default, dissolution, foreign, and contract boundaries
If there is no agent or reasonable-diligence service fails, § 14-2-504 permits registered or certified mail or statutory overnight delivery to the corporate secretary at the principal office. Service is perfected at the earliest of receipt, the signed-return-receipt date, or five days after proper mailing.
Being without an agent or office for 60 days, or failing for 60 days to report a change, resignation, or discontinued office, is an administrative-dissolution ground. The Secretary then gives written notice and another 60 days to cure or disprove the ground. Administrative dissolution does not itself terminate the agent's authority, and none of these filings resolves prior service or a private provider-contract dispute.
What trips people up
Georgia uses the annual-registration record even for a midyear agent change. If the corporation already filed that period's annual registration, it uses an amended annual registration; the current agency form says a premature amended registration will be rejected and the filer directed to file the ordinary annual registration first.
The statute charges no filing fee for an agent resignation, but current paper Form RA-1 still requires a $10 paper service charge. “No fee” and “no amount due for a paper submission” are therefore different statements.
Common questions
Must the resigning agent notify the corporation's registered office?
Not under the corporation provision. The notice goes to the CEO, CFO, secretary, or comparable officer at that person's recorded address, avoiding a notice sent back to the office the agent is leaving.
Can a corporation wait until the next annual-registration season after the agent resigns?
No safe waiting period appears in the statute. A 60-day failure to notify the Secretary of a resignation or a 60-day agent/office vacancy is an administrative- dissolution ground, and the resignation may end as early as day 31.
Does administrative dissolution terminate the registered agent?
No. Section 14-2-1421(d) expressly says administrative dissolution does not terminate the agent's authority.
Statutes and sources
- O.C.G.A. §§ 14-2-501 to -504 — continuous agent/office, corporation and agent changes, resignation, and service; public-domain Code Revision Commission distribution; accessed August 23, 2026.
- O.C.G.A. §§ 14-2-120, -122 to -124 — execution, fees, effective time, and correction; same source and access date.
- O.C.G.A. §§ 14-2-1420 to -1421 and 14-2-1622 — annual-registration record and administrative-dissolution procedure; same source and access date.
- Georgia Secretary of State Forms CD 900 and RA-1 — current amended- registration and resignation instructions, fields, and service charges; accessed August 23, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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