Foreign Qualification Application

APPLICATION FOR CERTIFICATE OF AUTHORITY

Georgia Foreign Profit Corporation — Filing Preparation Worksheet

Use this worksheet to prepare the Georgia Secretary of State's current Application for Certificate of Authority for Foreign Profit or Nonprofit Corporation, Form CD 236, or the corresponding online filing. Professional corporations and benefit corporations use different paper forms.

1. PRE-FILING QUALIFICATION REVIEW

O.C.G.A. § 14-2-1501 and Ga. Comp. R. & Regs. r. 590-7-3-.09 generally require a foreign corporation to obtain a certificate of authority before transacting business in Georgia. Section 14-2-1501 identifies activities that, standing alone, do not constitute transacting business and states that its list is not exhaustive. The section also does not determine whether an activity creates tax or service-of-process consequences under other Georgia law.

Georgia activity reviewed:

[____________________________________________________________]

[____________________________________________________________]

Date Georgia business began or is expected to begin: [MM/DD/YYYY]

Reviewed by: [________________________________]

Review date: [MM/DD/YYYY]

Conclusion: ☐ Apply before transacting business ☐ Obtain Georgia legal advice before deciding

The current rule imposes a $500 late-qualification penalty on a foreign profit corporation that does not obtain authority within 30 days after commencing business in Georgia, in addition to other applicable fees or penalties.

2. FILING METHOD AND ENTITY TYPE

Entity type: ☐ Foreign profit corporation

This worksheet does not cover a foreign nonprofit corporation, professional corporation, benefit corporation, LLC, LP, LLLP, or LLP.

Filing method:

• ☐ Online through Georgia eCorp. The system electronically generates the application; do not upload a paper CD 236 unless the workflow specifically requests it.
• ☐ Paper Form CD 236 by mail or hand delivery.

Filer or submitter name: [____________________________________________]

Filer mailing address: [____________________________________________]

Filer email: [____________________________________________]

Filer telephone: [____________________________________________]

3. CORPORATE NAME

3.1 True Name

Exact name in the jurisdiction of incorporation:

[____________________________________________________________]

Confirm the spelling and corporate suffix against the certificate of existence and Georgia's business records.

3.2 Georgia Name, If the True Name Is Unavailable

O.C.G.A. § 14-2-1503 requires the application to state the corporation's true name or, when that name is unavailable in Georgia, a name satisfying § 14-2-1506.

Georgia name, if required:

[____________________________________________________________]

Do not invent an alternate name in this worksheet. Confirm the current name-compliance route with the Secretary of State before filing.

4. HOME-JURISDICTION INFORMATION

The statutory application does not request authorized shares, classes or series, par value, a general business-purpose clause, or a list of every director. Do not add those items solely because the legacy template requested them.

5. PRINCIPAL OFFICE

O.C.G.A. § 14-2-1503 requires the mailing address of the corporation's principal office.

If the online workflow separately requests a street address, provide the current principal-office street address exactly as requested.

6. GEORGIA REGISTERED AGENT AND REGISTERED OFFICE

The Secretary of State's current instructions require the registered agent to be located in Georgia. The registered-office address must be a physical Georgia location where service can be made; a post-office box alone is not sufficient.

Confirm the agent's consent and exact legal name before submission. The application does not need a contractual registered-agent covenant or a separate service-of-process consent clause.

7. REQUIRED OFFICERS

O.C.G.A. § 14-2-1503 and Ga. Comp. R. & Regs. r. 590-7-3-.09 require the names and business addresses of the chief executive officer, chief financial officer, and secretary, or persons holding comparable positions.

The same person may hold more than one office. Do not attach a full officer-and-director exhibit unless the current filing workflow requires additional information.

8. CERTIFICATE OF EXISTENCE

Attach an original certificate of existence, good standing, or similar authenticated record issued by the official who keeps corporate records in the jurisdiction of incorporation.

☐ The certificate will be no more than 90 days old when the Georgia application is filed.

☐ The document is the home-jurisdiction certificate, not a copy of the articles of incorporation.

The 90-day limit is stated in Ga. Comp. R. & Regs. r. 590-7-3-.09 and the Secretary of State's current foreign-entity guide.

9. APPLICATION REVIEW AND SIGNATURE

Before signing the official filing, confirm that its entries match the home-jurisdiction certificate and the corporation's records.

Complete the current CD 236 or online signature block exactly as presented. Do not add contractual representations, warranties, covenants, a governing-law clause, a forum-selection clause, severability language, or an entire-agreement clause to the state filing.

10. SUBMISSION PACKAGE AND CURRENT FEE

• ☐ Completed online application or current paper Form CD 236.
• ☐ Original home-jurisdiction certificate no more than 90 days old.
• ☐ Required filer, contact, and return information.
• ☐ Current filing payment.
• ☐ Expedited-service request and fee, if selected.

For a paper filing, make the check or money order payable to Secretary of State and use the current address printed on Form CD 236. All fees are nonrefundable. Confirm optional expedited fees and processing times immediately before filing.

11. ANNUAL REGISTRATION

Under O.C.G.A. § 14-2-1622 and Ga. Comp. R. & Regs. rr. 590-7-4-.02 through -.05, a newly qualified foreign corporation files its first annual registration between January 1 and April 1 of the calendar year after qualification. Later registrations are filed during the same window, unless a valid multiyear registration changes the next due year.

Qualification year: [YEAR]

First annual-registration window: [January 1–April 1, YEAR]

The annual registration reports current:

• corporate name and home jurisdiction;
• Georgia registered office, county, and registered agent;
• principal-office mailing address; and
• CEO, CFO, and secretary names and addresses.

The Secretary of State permits annual registrations covering up to three calendar years. Calendar the next deadline shown on the accepted filing rather than assuming that every registration covers only one year.

Failure to file can lead to revocation of the certificate of authority. The Secretary of State's current guide states that a revoked foreign entity must requalify by submitting a new certificate-of-authority application and fee.

12. LATER CHANGES

12.1 Amended Certificate of Authority

O.C.G.A. § 14-2-1504 requires an amended certificate of authority if the foreign corporation changes its:

• corporate name;
• period of duration; or
• state or country of incorporation.

Use the current Application for Amended Certificate of Authority of a Foreign Entity, Form CD 518. Its current paper filing total is $30.00 ($20 filing fee plus $10 service charge). If the corporate name changes, attach the home-jurisdiction existence certificate requested by the current form.

The statute does not impose the legacy template's generic 30-day deadline for every amendment. It does impose a 30-day notice deadline when a foreign corporation converts into a foreign LLC or foreign limited partnership; obtain Georgia counsel for a conversion filing.

12.2 Registered Agent, Office, Address, and Officer Changes

O.C.G.A. § 14-2-1508 provides for a registered-agent or registered-office change through an amendment to the annual registration. The Secretary of State's current guidance likewise directs corporations to use an annual registration, or an amended annual registration after the current year's registration has already been filed, to change officers, registered agents, and address information.

There is no blanket statutory requirement to file a registered-agent change within 30 days merely because the legacy template said so.

13. SERVICE OF PROCESS

Under O.C.G.A. § 14-2-1510, the registered agent is the authorized foreign corporation's agent for service of process, notice, or demand. If there is no registered agent or the agent cannot be served with reasonable diligence, the statute provides a mail-and-Secretary-of-State route. That fallback is not a consent statement to add to Form CD 236.

Maintain accurate agent and principal-office information so that legal notices are not missed.

14. WITHDRAWAL

When the corporation is no longer transacting business in Georgia, use the current Application for Withdrawal of Certificate of Authority, Form CD 555, under O.C.G.A. § 14-2-1520.

The withdrawal filing states:

• entity type, control number, name, and home jurisdiction;
• that the corporation no longer transacts business in Georgia and surrenders its authority;
• revocation of the registered agent's authority and appointment of the Secretary of State for proceedings based on causes arising while the corporation was authorized;
• a mailing address for process; and
• a commitment to notify the Secretary of State of future address changes.

Current withdrawal fee: No fee online; $10.00 service charge for paper filing.

The current CD 555 does not require the legacy template's tax-clearance certificate, final tax-return representation, creditor-payment covenant, or trade-name cancellation promise. Withdrawal does not itself resolve any separate tax, licensing, employment, or local obligations; review those matters independently.

15. FINAL CHECKLIST

• ☐ Determine whether the corporation's Georgia activities require authority.
• ☐ Confirm that the entity is a foreign profit corporation and use the correct form.
• ☐ Confirm the true name and resolve any Georgia name issue.
• ☐ Gather the home jurisdiction, incorporation date, and principal-office mailing address.
• ☐ Select a Georgia registered agent and confirm the physical registered office.
• ☐ Gather the CEO, CFO, and secretary names and business addresses.
• ☐ Obtain an original home-jurisdiction certificate no more than 90 days old.
• ☐ Complete and sign the current CD 236 or online application.
• ☐ Submit the application, certificate, and current $235 total fee.
• ☐ Calendar the first January 1–April 1 annual-registration window.
• ☐ Retain the accepted application, certificate of authority, receipt, and control number.

SOURCES AND REFERENCES

• Georgia Secretary of State — Register a Foreign Entity
• Georgia Secretary of State — Form CD 236
• Georgia Secretary of State — Business Forms
• Georgia Secretary of State — Current Corporations Division Filing Fees
• Georgia Secretary of State — Annual Registration Guide
• Georgia Secretary of State — Business Division FAQ
• Ga. Comp. R. & Regs. r. 590-7-3-.09 — Foreign Corporations
• Ga. Comp. R. & Regs. r. 590-7-4-.02 — New Registration Filings
• Ga. Comp. R. & Regs. r. 590-7-4-.03 — Annual Registration Filings
• Ga. Comp. R. & Regs. r. 590-7-4-.05 — Valid Period of Annual Registration
• O.C.G.A. § 14-2-1501 — authority requirement
• O.C.G.A. § 14-2-1503 — certificate-of-authority application
• O.C.G.A. § 14-2-1504 — amended certificate and conversions
• O.C.G.A. § 14-2-1508 — registered-agent and registered-office changes
• O.C.G.A. § 14-2-1510 — service on a foreign corporation
• O.C.G.A. § 14-2-1520 — withdrawal
• O.C.G.A. § 14-2-1622 — annual registration
• Georgia Secretary of State — Form CD 518, Amended Certificate of Authority
• Georgia Secretary of State — Form CD 555, Withdrawal