Georgia Sales and Use Tax Protest

GEORGIA SALES AND USE TAX PROTEST

TABLE OF CONTENTS

1. Submission Header
2. Identification of Assessment / Refund Denial
3. Statement of Timeliness
4. Statement of Facts
5. Issues Presented
6. Legal Argument
7. Local Option Tax Overlay
8. Refund Claim (If Applicable)
9. Penalty and Interest Abatement
10. Hearing Request and Reservation of Rights
11. Relief Requested
12. Verification and Signature
13. Certificate of Service
14. Schedule of Exhibits
15. Georgia Practice Notes
16. Sources and References

1. SUBMISSION HEADER

TO: Georgia Department of Revenue
Compliance Division — Sales & Use Tax Unit
1800 Century Boulevard, NE
Atlanta, Georgia 30345-3205

FROM: [TAXPAYER LEGAL NAME]
[STREET ADDRESS]
[CITY, STATE ZIP]
FEIN: [XX-XXXXXXX]
GA Sales Tax Account No.: [________________________________]
Marketplace Facilitator? [Yes / No]
Out-of-State Seller (Economic Nexus)? [Yes / No]

RE: Protest of [Notice of Proposed Assessment / Notice of Refund Denial] No. [________________________________]
Tax Type: Georgia Sales and Use Tax
Local Jurisdictions: [list counties / cities at issue]
Tax Period(s): [__/__/____ through __/__/____]
Date of Notice: [__/__/____]
Amount in Dispute: $[____] (state) + $[____] (LOST/SPLOST/ESPLOST/MARTA/Other) + $[____] penalty + $[____] interest = $[____] total.

FORM: Filed concurrently with Georgia Form TSD-1 (Protest of Proposed Assessment or Refund Denial).

2. IDENTIFICATION OF ASSESSMENT / REFUND DENIAL

2.1. Taxpayer [TAXPAYER LEGAL NAME] ("Taxpayer") is a [Georgia / out-of-state] [entity type] engaged in [describe business activity — e.g., e-commerce retailer, SaaS provider, distributor, retailer with brick-and-mortar locations].

2.2. Taxpayer [is registered as / contests obligation to register as] a "dealer" within the meaning of O.C.G.A. § 48-8-2(8) for purposes of the Georgia state sales and use tax under O.C.G.A. § 48-8-30.

2.3. On [__/__/____], the Georgia Department of Revenue ("Department") issued [Notice of Proposed Assessment / Notice of Refund Denial] No. [NUMBER] (the "Notice") asserting [additional tax of $___ / denial of refund claim of $___] for the period(s) above.

2.4. The Notice is based on [summarize Department's basis — e.g., assertion of economic nexus under § 48-8-2(8)(M.1); reclassification of sale as taxable; disallowance of exemption certificate; sample-based projection of taxable sales; marketplace facilitator collection liability; use tax accrual on out-of-state purchases].

2.5. Taxpayer disputes the Notice in its entirety / in part as set forth below and timely files this Protest under O.C.G.A. § 48-8-49 and § 48-2-46.

3. STATEMENT OF TIMELINESS

3.1. The Notice is dated [__/__/____]. The deadline to file this Protest, as printed on the face of the Notice and consistent with O.C.G.A. § 48-2-46 and DOR practice, is [__/__/____].

3.2. This Protest is filed on [__/__/____], within the protest period and is therefore timely.

3.3. Pursuant to O.C.G.A. § 48-2-46, a protest mailed via the United States Postal Service is deemed filed as of the postmark date. [If applicable: This Protest was deposited in the U.S. Mail, postage prepaid, on the date set forth above. / This Protest was filed electronically via the Georgia Tax Center on the date set forth above.]

4. STATEMENT OF FACTS

4.1. Business Operations. Taxpayer [describe — products/services, distribution channels, online sales, physical presence in GA].

4.2. Nexus Facts. [Detail all GA contacts: offices, employees, inventory (FBA), trade shows, click-through arrangements, drop-shipping, marketplace participation, gross receipts/transaction counts by year.]

4.3. Audit History. [Notice of audit date; auditor name; IDRs issued and responded to; sampling agreement (if any); audit conferences.]

4.4. Disputed Items. [Describe — sales reclassified as taxable; exemption certificates rejected; marketplace facilitator credit denied; use tax accrual on capital equipment; resale sample errors.]

5. ISSUES PRESENTED

5.1. Whether Taxpayer satisfied or did not satisfy the economic-nexus thresholds of O.C.G.A. § 48-8-2(8)(M.1) (over $100,000 in gross receipts) or (M.2) (200 or more separate retail sales) for the period(s) at issue.

5.2. Whether the disputed transactions are taxable retail sales under O.C.G.A. § 48-8-30 or qualify for an exemption under O.C.G.A. § 48-8-3 (e.g., [manufacturing input, sale for resale, agricultural, nonprofit, government, computer equipment, etc.]).

5.3. Whether marketplace facilitator collection by [Amazon / Etsy / Walmart / etc.] under O.C.G.A. § 48-8-2(20A) and § 48-8-30(c.2) discharges Taxpayer's collection obligation as to those sales.

5.4. Whether the Department's stratified-sample projection methodology is statistically valid and consistent with the Department's sampling agreement.

5.5. Whether the local-option overlay (LOST, SPLOST, ESPLOST, MARTA, TSPLOST, HOST) was correctly computed for the situs jurisdictions.

5.6. Whether assessed penalties under O.C.G.A. § 48-2-44 / § 48-8-66 should be abated for reasonable cause.

5.7. Whether the period of limitation in O.C.G.A. § 48-2-49 bars all or part of the assessment.

6. LEGAL ARGUMENT

6.1. Economic Nexus and Wayfair

6.1.1. In South Dakota v. Wayfair, Inc., 138 S. Ct. 2080 (2018), the Supreme Court overruled Quill and authorized states to impose collection obligations on remote sellers without physical presence, subject to safeguards against undue burden on interstate commerce.

6.1.2. Georgia codified its economic-nexus regime at O.C.G.A. § 48-8-2(8)(M.1) and (M.2). Effective January 1, 2020, the threshold is more than $100,000 in gross receipts from Georgia retail sales OR 200 or more separate retail sales of tangible personal property in the prior or current calendar year. (The original 2018 threshold of $250,000 was reduced to $100,000.)

6.1.3. [Apply to facts: did Taxpayer satisfy the threshold; in what year was it first satisfied; when did Taxpayer's collection obligation commence; did Taxpayer register and begin collecting timely; how should pre-threshold periods be handled.]

6.2. Marketplace Facilitator Liability Shift

6.2.1. Under O.C.G.A. § 48-8-2(20A) and § 48-8-30, marketplace facilitators with $100,000+ in Georgia sales must collect and remit Georgia sales tax on facilitated sales. Sales taxed by a marketplace facilitator are not taxed again at the seller level.

6.2.2. [Apply to facts: identify each facilitator, periods of collection, documentation supporting facilitator's collection, and amounts erroneously assessed against Taxpayer for facilitator-collected sales.]

6.3. Exemption Validity

6.3.1. [Address each exemption: O.C.G.A. § 48-8-3(1) (sales to government), (35) (manufacturing inputs), (sale-for-resale under § 48-8-30(c)(1)), agricultural (§ 48-8-3.3), nonprofit, computer equipment, etc.]

6.3.2. Taxpayer obtained a properly completed Form ST-5 (Certificate of Exemption) from each customer claiming exemption and accepted the certificate in good faith. Under O.C.G.A. § 48-8-38, good-faith acceptance shields the seller from liability.

6.4. Sampling Methodology

6.4.1. The Department's stratified-sample projection rests on [describe sampling plan]. Taxpayer challenges the sampling for [methodological errors — biased strata, insufficient sample size, projection-rate errors, exclusion of legitimately exempt transactions], with detailed analysis at Exhibit [____].

6.5. Statute of Limitations

6.5.1. Under O.C.G.A. § 48-2-49, the Department must assess sales tax within three (3) years from the later of return due date or filing. The exception for >25% gross-receipts omission and the no-return / fraud rules apply.

6.5.2. [Apply: identify barred periods.]

7. LOCAL OPTION TAX OVERLAY

7.1. Combined Rate. Georgia's state sales tax of 4% (O.C.G.A. § 48-8-30) is overlaid by local-option taxes that vary by jurisdiction. Common overlays include:

7.2. Sourcing. Sales of tangible personal property are sourced under O.C.G.A. § 48-8-77 (destination-based for in-state shipments). Service and digital-goods sourcing follows O.C.G.A. § 48-8-77(b) and Department regulations.

7.3. Application to Each Jurisdiction. The combined rate at the situs of each disputed sale is set forth in Exhibit [____], with the corresponding tax computation. Errors in the Department's situs determinations are identified by transaction.

7.4. Refund Mechanics for Local Tax. Refunds of local sales tax are administered through the Department under O.C.G.A. § 48-2-35; remittance to the local taxing jurisdiction does not strip Department refund authority.

8. REFUND CLAIM (IF APPLICABLE)

8.1. Claim Filed. Taxpayer filed a refund claim under O.C.G.A. § 48-2-35 on [__/__/____] seeking refund of $[____] of sales/use tax overpaid for the period(s) [__/__/____ to __/__/____].

8.2. Timeliness. The claim was filed within three (3) years of the later of the date of payment or the return due date (with extensions), as required by O.C.G.A. § 48-2-35(c).

8.3. Purchaser Refund Standing. [For purchaser-driven claims under § 48-2-35.1: the purchaser has obtained refund or credit from the seller, OR the seller has assigned its refund right to the purchaser, OR the purchaser proceeds directly per the statute's standing rules.]

8.4. Class Action Bar. Pursuant to O.C.G.A. § 48-2-35(c)(7), a refund claim may not be submitted on behalf of a class. This claim is filed solely on behalf of Taxpayer.

8.5. Action for Recovery. No action may be commenced before one (1) year after filing the refund claim (unless the Department renders a decision sooner) and must be commenced within the later of (a) two (2) years after denial; or (b) thirty (30) days after the Department's notice of decision on a valid protest. O.C.G.A. § 48-2-35(c)(5).

9. PENALTY AND INTEREST ABATEMENT

9.1. Reasonable Cause. Penalties under O.C.G.A. § 48-2-44 and § 48-8-66 are subject to abatement upon a showing of reasonable cause and absence of willful neglect. Taxpayer relied on [reliance facts — qualified counsel/CPA advice; unsettled Wayfair landscape; ambiguous statute; marketplace facilitator coverage; prior DOR guidance].

9.2. First-Time Abatement. Taxpayer has a clean compliance history and qualifies for first-time penalty relief consistent with Department practice.

9.3. Interest. Statutory interest under O.C.G.A. § 48-2-40 is generally not abatable, but Taxpayer reserves all rights to interest abatement to the extent the delay is attributable to Department error or unreasonable delay.

10. HEARING REQUEST AND RESERVATION OF RIGHTS

10.1. Conference Requested. Taxpayer requests an informal protest conference with the Compliance Division pursuant to Department procedure and the Georgia Taxpayer Bill of Rights, O.C.G.A. § 48-1-9.

10.2. Representation. Taxpayer is represented by [ATTORNEY/CPA NAME], with Form RD-1061 (Power of Attorney) on file.

10.3. Reservation. Taxpayer reserves the right to (a) supplement this Protest with additional facts, exhibits, and authority; (b) raise additional issues; (c) appeal an Official Assessment to the Georgia Tax Tribunal under O.C.G.A. § 50-13A-9 within thirty (30) days, or in the alternative to Superior Court under O.C.G.A. § 48-2-59; (d) seek refunds under § 48-2-35; and (e) preserve all constitutional defenses, including dormant Commerce Clause, Due Process, and Equal Protection challenges.

10.4. No Waiver. Nothing in this Protest constitutes a concession of liability, an admission, or a waiver of any defense.

11. RELIEF REQUESTED

WHEREFORE, Taxpayer respectfully requests that the Department:

• A. Withdraw the Notice in its entirety; or in the alternative
• B. Reduce the assessment to $[____] consistent with the corrected computation in Exhibit [____] (with separate corrected computations for state, LOST, SPLOST, ESPLOST, MARTA, TSPLOST, and HOST as applicable);
• C. Allow Taxpayer's refund claim in full in the amount of $[____] (if applicable);
• D. Recognize marketplace facilitator collection credits;
• E. Abate all penalties for reasonable cause and absence of willful neglect;
• F. Recompute interest consistent with the corrected principal;
• G. Schedule an informal protest conference; and
• H. Grant such further relief as the Department deems just and proper.

12. VERIFICATION AND SIGNATURE

I, [SIGNATORY NAME], [TITLE], declare under penalty of perjury under the laws of the State of Georgia that I have reviewed the foregoing Protest and the attached exhibits, and that the factual statements contained herein are true and correct to the best of my knowledge, information, and belief.

Date: [__/__/____]

[________________________________]

[SIGNATORY NAME]

[TITLE]

[TAXPAYER LEGAL NAME]

Submitted by counsel:

[LAW FIRM / CPA FIRM]

By: [________________________________]

[ATTORNEY/CPA NAME], Georgia Bar No. [####] / CPA Lic. No. [####]

[STREET ADDRESS]

[CITY, STATE ZIP]

Telephone: [NUMBER]

Email: [EMAIL]

13. CERTIFICATE OF SERVICE

I hereby certify that on the [____] day of [_______________], 20[____], I filed the foregoing PROTEST with the Georgia Department of Revenue by [Georgia Tax Center electronic filing / United States Mail, postage prepaid / IRS-designated private delivery service] addressed to:

Georgia Department of Revenue
Compliance Division — Sales & Use Tax Unit
1800 Century Boulevard, NE
Atlanta, Georgia 30345-3205

[________________________________]

[ATTORNEY/CPA NAME]

14. SCHEDULE OF EXHIBITS

15. GEORGIA PRACTICE NOTES

• Wayfair thresholds. O.C.G.A. § 48-8-2(8)(M.1) and (M.2): more than $100,000 in gross receipts OR 200 or more separate retail sales in the previous or current calendar year. Threshold dropped from $250,000 to $100,000 effective January 1, 2020. Disjunctive — meeting either triggers nexus.
• Marketplace facilitators. Under O.C.G.A. § 48-8-2(20A), marketplace facilitators with $100,000+ in GA sales must collect and remit. Sellers should not remit a second time on facilitator-collected sales but must still register if direct sales independently meet thresholds.
• Local overlay matters. Combined GA sales tax rates run roughly 6%-9% depending on situs. LOST, SPLOST, ESPLOST, MARTA, TSPLOST, and HOST each have separate enabling statutes and ballot histories. Verify the rate in effect for each transaction date and county/city.
• Sourcing. Destination-based for in-state shipments under O.C.G.A. § 48-8-77. Use the Department's GIS Rate Locator to verify situs.
• Exemption certificates. Form ST-5 (general resale and exemption) is the most common; specialized forms exist for manufacturers, agriculture, government, and computer equipment. Good-faith acceptance shields the seller (O.C.G.A. § 48-8-38) but the certificate must be properly completed and contemporaneously obtained.
• Records retention. O.C.G.A. § 48-8-52 requires sales tax records be retained for at least three (3) years; six years is the safer floor due to the gross-receipts-omission rule.
• Protest deadline. Statutory default 30 days under O.C.G.A. § 48-2-46; DOR practice and TSD-1 form provide 45 days; the deadline printed on the notice controls.
• Tribunal vs. Superior Court. Appeal of an Official Assessment must go to the GA Tax Tribunal (no bond required) or Fulton County Superior Court / county of taxpayer residence under § 48-2-59 (bond or admitted-tax payment required) within 30 days.
• Small Claims Division. Available for non-income tax cases under $50,000 (principal + penalties, excluding interest); no filing fee but decisions are final without appeal.
• Refund claim mechanics. Three-year SOL under O.C.G.A. § 48-2-35; one-year cooling period before suit; two-year limitations to commence suit after denial; no class actions. Purchaser standing under § 48-2-35.1 has its own rules.
• Constitutional reservation. Always preserve dormant Commerce Clause, Due Process, and Equal Protection arguments in writing — they are easily forfeited if not asserted at the administrative stage.
• Bond on Superior Court route. O.C.G.A. § 48-2-59(a) — pay admitted tax plus surety bond for disputed amount, or affidavit of indigence. Tribunal route avoids this entirely.

16. SOURCES AND REFERENCES

• O.C.G.A. § 48-8-2 (Definitions; economic nexus) — https://codes.findlaw.com/ga/title-48-revenue-and-taxation/ga-code-sect-48-8-2/
• O.C.G.A. § 48-8-30 (Imposition of state sales and use tax) — https://law.justia.com/codes/georgia/title-48/chapter-8/article-1/part-1/
• O.C.G.A. § 48-8-49 (Returns; assessments) — https://law.justia.com/codes/georgia/title-48/chapter-8/
• O.C.G.A. § 48-8-52 (Records retention) — https://law.justia.com/codes/georgia/title-48/chapter-8/
• O.C.G.A. § 48-2-35 (Refund claims) — https://law.justia.com/codes/georgia/title-48/chapter-2/article-2/section-48-2-35/
• O.C.G.A. § 48-2-35.1 (Sales/use tax expedited refunds) — https://law.justia.com/codes/georgia/title-48/chapter-2/article-2/section-48-2-35-1/
• O.C.G.A. § 48-2-46 (Procedures for protests) — https://law.justia.com/codes/georgia/title-48/chapter-2/article-2/section-48-2-46/
• O.C.G.A. § 48-2-49 (Assessment SOL) — https://law.justia.com/codes/georgia/title-48/chapter-2/article-2/
• O.C.G.A. § 48-2-59 (Appeals; bond; burden) — https://law.justia.com/codes/georgia/title-48/chapter-2/article-2/section-48-2-59/
• O.C.G.A. § 50-13A-1 et seq. (Tax Tribunal Act) — https://law.justia.com/codes/georgia/title-50/chapter-13a/
• Georgia DOR — Out-of-State Sellers — https://dor.georgia.gov/taxes/sales-use-tax/out-state-sellers
• Georgia DOR — Sales & Use Tax — https://dor.georgia.gov/taxes/business-taxes/sales-use-tax
• Georgia DOR — Protests and Appeals — https://dor.georgia.gov/protests-and-appeals
• Georgia DOR — What to do if you receive a Proposed Assessment — https://dor.georgia.gov/taxes/audits-and-collections/audits/what-do-if-you-receive-proposed-assessment
• Georgia Tax Tribunal — https://gataxtribunal.georgia.gov/
• Tax Tribunal FAQs — https://gataxtribunal.georgia.gov/faqs
• Tax Tribunal Rules of Procedure (616-1-3) — https://rules.sos.ga.gov/gac/616-1-3
• Form TSD-1 (Protest) — https://dor.georgia.gov/document/form/tsd-1-protest-proposed-assessment-or-refund-denial/download
• Form ST-5 (Certificate of Exemption) — https://dor.georgia.gov/
• South Dakota v. Wayfair, Inc., 138 S. Ct. 2080 (2018)
• 2020 List of Sales and Use Tax Exemptions — https://dor.georgia.gov/document/document/2020-list-sales-and-use-tax-exemptions/download

Disclaimer: This template is provided for informational purposes only and does not constitute legal advice. A Georgia-licensed attorney or CPA in good standing must review and customize this document before submission. Sales and use tax statutes, local-option overlays, and Department procedures change frequently; verify all citations, deadlines, and rate computations before filing.