Georgia Foreign LLC Application for Certificate of Authority Package

Georgia Foreign LLC – Application for Certificate of Authority Package

Part 1 – Pre-Filing Checklist

A. Threshold "Transacting Business" Analysis

☐ Confirmed the LLC is engaged in activities that constitute "transacting business" in Georgia (not solely safe-harbor activities under O.C.G.A. § 14-11-708)
☐ Reviewed safe harbors:

• Maintaining/defending an action or proceeding
• Holding meetings of members/managers
• Maintaining bank accounts
• Maintaining offices for transfer of securities
• Selling through independent contractors
• Soliciting orders accepted outside Georgia
• Creating or acquiring indebtedness, mortgages, security interests
• Securing or collecting debts
• Owning real or personal property without other in-state activity
• Conducting isolated transactions completed within 30 days
  ☐ Note: Failure to obtain authority within 30 days of commencing business triggers a $500 civil penalty under Ga. Comp. R. & Regs. 590-7-21-.07(2)

B. Document Collection

☐ Home-state name and jurisdiction details
☐ Home-state Articles of Organization (reference)
☐ Operating Agreement (reference)
☐ EIN confirmation letter
☐ List of person(s) with substantial responsibility for managing the LLC's business activities
☐ Address of office where member/owner list is maintained
☐ Note: Georgia does not require a Certificate of Existence from the home state for the foreign-LLC certificate of authority

C. Name Availability

☐ Searched Georgia entity database at ecorp.sos.ga.gov for name availability
☐ Confirmed name contains "limited liability company," "limited company," "LLC," "L.L.C.," "LC," or "L.C." (O.C.G.A. § 14-11-207)
☐ Confirmed name is distinguishable from other Georgia entity names on file
☐ If home-state name unavailable in Georgia → adopt a fictitious name for use in Georgia
☐ Optional: file Name Reservation ($25 online; reserves name for 30 days, renewable)

D. Georgia Registered Agent

☐ Identified Georgia registered agent (O.C.G.A. § 14-11-703):

• Individual resident of Georgia, OR
• Domestic or foreign business entity authorized to transact business in Georgia
  ☐ Confirmed registered office is a physical Georgia street address
  ☐ Obtained written consent of registered agent

E. Filing Logistics

☐ Determined filing channel:

• Online (recommended): ecorp.sos.ga.gov – application electronically generated, ~7 business days

• Mail: Office of Secretary of State, Corporations Division, 2 Martin Luther King Jr. Dr. SE, Suite 313 West Tower, Atlanta, GA 30334 – ~15 business days
  ☐ Payment:

• Online: Visa, MasterCard, American Express, Discover

• Mail: check or money order payable to "Secretary of State"
  ☐ Determined whether expedited processing needed:

• 2 business days: +$120

• Same business day (file before noon): +$275
• One hour (paper only): +$1,200
  ☐ Filing window: Annual registration must be filed January 1 – April 1 each year (not required in year of initial qualification)

Part 2 – Application for Certificate of Authority (Form CD-241)

Office of Secretary of State
Corporations Division
2 Martin Luther King Jr. Dr. SE, Suite 313 West Tower
Atlanta, GA 30334

APPLICATION FOR CERTIFICATE OF AUTHORITY FOR FOREIGN LIMITED LIABILITY COMPANY
(Form CD-241 – pursuant to O.C.G.A. § 14-11-702)

Filing Fee: $235.00 ($225 application fee + $10 paper service charge; online filings total $235)

1. Name of Foreign Limited Liability Company (as registered in home jurisdiction):
[________________________________]

2. Fictitious Name (if different name will be used in Georgia – complete only if home-state name is unavailable):
[________________________________]

3. Jurisdiction of Formation:
[________________________________]

4. Date of Organization in Home Jurisdiction: [__/__/____]

5. Period of Duration:
☐ Perpetual
☐ Other: [________________________________]

6. Principal Office Address (street address of principal place of business):

7. Georgia Registered Office and Registered Agent:

8. Statement Appointing Secretary of State as Agent for Service of Process (required by O.C.G.A. § 14-11-702(a)(5)):

The undersigned hereby appoints the Georgia Secretary of State as the agent of the foreign LLC for service of process, pursuant to O.C.G.A. § 14-11-703(h), if no agent has been appointed under § 14-11-703(a), or if appointed the agent's authority has been revoked or the agent cannot be found or served by the exercise of reasonable diligence.

9. Address of Office Where Member/Owner List is Maintained:

The undersigned undertakes to keep records of the names and addresses of members and other owners at the above address until the LLC's registration in Georgia is canceled or revoked.

10. Person with Substantial Responsibility for Managing the LLC's Business Activities (O.C.G.A. § 14-11-702(a)(8)):

11. Filer Information:

12. Execution:

The undersigned, being duly authorized to sign this Application under the laws of the LLC's jurisdiction of organization, certifies under penalty of perjury that the foregoing is true and correct.

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

Submission Checklist:

☐ Completed Form CD-241 (or completed online application via eCorp)
☐ Filing fee: $235.00 (includes $10 service charge for paper filings)
☐ Copy of resolution adopting fictitious name (if Item 2 completed)
☐ NO Certificate of Existence required (Georgia distinctive – Ga. Comp. R. & Regs. 590-7-21-.07(1)(a))

Part 3 – Fee Schedule (Current as of 2026-05-26)

Part 4 – Name Distinguishability and Fictitious Name

Georgia requires the foreign LLC's name to:

☐ Contain "limited liability company," "limited company," "LLC," "L.L.C.," "LC," or "L.C." (O.C.G.A. § 14-11-207)
☐ Be distinguishable upon the records of the Secretary of State from any other entity name on file
☐ Not contain "corporation," "incorporated," "corp.," "inc.," "limited partnership," or "LP" (impermissible designators)
☐ Not contain words implying purpose not stated in the application
☐ Not contain words implying affiliation with a government agency

If the home-state name is unavailable in Georgia:

☐ Adopt a fictitious name (O.C.G.A. § 14-11-705) – sometimes called an "alternate name" in Georgia practice
☐ The fictitious name must itself comply with all Georgia LLC name requirements
☐ Attach a resolution of the managers/members adopting the fictitious name to the Application
☐ The fictitious name will appear in Georgia records and must be used in all Georgia transactions

County-Level Trade Name (Separate):

☐ If the foreign LLC will conduct business under any name other than its legal name (or fictitious name registered with SOS), it may also need to register a Trade Name with the Clerk of Superior Court in each county where business is conducted (O.C.G.A. § 10-1-490). This is a separate, county-level filing, not a SOS filing.

Part 5 – Post-Qualification Compliance

A. Annual Registration

☐ File Annual Registration each year between January 1 and April 1
☐ Fee: $50.00 (online) / $60.00 (paper)
☐ Multi-year option: 1, 2, or 3 years prepaid (3-year online = $150)
☐ File at ecorp.sos.ga.gov
☐ NOT required in the year of initial qualification
☐ Late filing: $25.00 penalty
☐ Failure to file → administrative revocation of Certificate of Authority (re-qualification required, with new $235 fee)

B. Registered Agent / Office Maintenance

☐ Continuously maintain Georgia registered agent and registered office (O.C.G.A. § 14-11-703)
☐ Changes to registered agent / office: file Statement of Change (typically free if combined with annual registration; $20 standalone)
☐ Registered agent resignation: file Statement of Resignation; LLC has 31 days to appoint successor

C. Amendments to Certificate of Authority

☐ File Amended Application for Certificate of Authority ($20 + $10 service) if any of the following change:

• Name in home jurisdiction
• Jurisdiction of organization
• Duration

D. Tax Registration

☐ Register with Georgia Department of Revenue (https://gtc.dor.ga.gov):

• Georgia corporate income/net worth tax (LLCs taxed as corporations)
• Pass-through entity tax election (if applicable)
• Withholding tax (if employing Georgia workers)
• Sales/use tax (if selling tangible personal property or taxable services)
  ☐ Register with Georgia Department of Labor for unemployment insurance if employing Georgia workers
  ☐ Obtain workers' compensation insurance from a private carrier if employing 3+ workers (O.C.G.A. § 34-9-2)

E. Local Compliance

☐ Obtain local business license / occupation tax certificate from the city or county where the LLC has a physical location (most Georgia municipalities require this annually)
☐ Industry-specific licenses (e.g., contractor, real estate, professional services)

F. Recordkeeping

☐ Maintain at the office identified in Item 9 of the Application: list of all members and other owners, with current addresses
☐ Update list as ownership changes
☐ Records available for inspection by members during normal business hours

Part 6 – Consequences of Transacting Business Without Certificate of Authority

Under O.C.G.A. § 14-11-707 and Ga. Comp. R. & Regs. 590-7-21-.07:

☐ Cannot maintain a proceeding in any Georgia court until it obtains a Certificate of Authority
☐ Failure to register within 30 days of commencing business → $500 civil penalty in addition to all back fees that would have been due
☐ Failure to obtain authority does not impair the validity of any act of the LLC and does not prevent the LLC from defending an action in Georgia courts
☐ Members and managers are not personally liable for the LLC's debts solely because the LLC transacted business without a certificate
☐ A court may stay a proceeding brought by an unregistered foreign LLC until it obtains authority

Part 7 – Withdrawal of Foreign LLC

When the foreign LLC ceases to transact business in Georgia, file:

Certificate of Withdrawal of Foreign LLC (O.C.G.A. § 14-11-709)

Filing Fee: $10.00

CERTIFICATE OF WITHDRAWAL OF FOREIGN LIMITED LIABILITY COMPANY

1. Name of Foreign LLC: [________________________________]

2. Jurisdiction of Formation: [________________________________]

3. Georgia Control Number: [________________________________]

4. Statement of Withdrawal: The above-named foreign LLC hereby surrenders its authority to transact business in the State of Georgia.

5. The LLC:
☐ Is no longer transacting business in Georgia
☐ Has been dissolved in its home jurisdiction
☐ Has merged into or converted to another entity (specify): [________________________________]

6. Revocation of Registered Agent and Consent to Service:

The LLC revokes the authority of its Georgia registered agent and appoints the Georgia Secretary of State as its agent for service of process in any action, suit, or proceeding based upon any cause of action arising during the time the LLC was authorized to transact business in Georgia. The Secretary of State is requested to forward service of process to:

7. Tax Certification:

The LLC certifies that all Georgia state taxes, including income/net worth tax, withholding, sales/use tax, and unemployment insurance contributions, have been paid in full (or arrangements for payment have been made).

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

Pre-Withdrawal Checklist:

☐ All Georgia annual registrations current
☐ Final Georgia income/net worth tax return filed with Department of Revenue
☐ Final Georgia withholding return (G-7) filed; withholding account closed
☐ Final sales/use tax return filed; ST account closed
☐ Unemployment insurance account closed with Georgia Department of Labor
☐ Local business license(s) canceled
☐ Workers' compensation coverage terminated
☐ Employees terminated or transferred
☐ Contracts terminated or assigned
☐ Bank accounts closed
☐ Registered agent notified of withdrawal
☐ $10.00 withdrawal fee remitted

Sources and References

• O.C.G.A. § 14-11-700 et seq. – Foreign Limited Liability Companies (Georgia LLC Act)
• O.C.G.A. § 14-11-702 – Requirement for certificate of authority
• O.C.G.A. § 14-11-705 – Fictitious name
• O.C.G.A. § 14-11-707 – Effect of failure to obtain certificate
• O.C.G.A. § 14-11-708 – Safe-harbor activities
• O.C.G.A. § 14-11-709 – Withdrawal
• O.C.G.A. § 14-11-1103 – Annual registration
• Ga. Comp. R. & Regs. 590-7-21-.07 – Foreign LLC registration rules
• Georgia Secretary of State – Corporations Division (eCorp): https://ecorp.sos.ga.gov
• Form CD-241 – Application for Certificate of Authority for LLC
• Georgia Secretary of State – How to Guide: Register a Foreign Entity

Disclaimer: This template is provided for informational purposes only and does not constitute legal advice. Georgia LLC filing fees and forms change. Verify the current fee, form revision, and online filing requirements at sos.ga.gov before submission. Consult a licensed Georgia attorney and tax professional regarding nexus, net worth tax, county trade-name registration, and local occupational licensing.