Frequently Asked Questions

Through the following Frequently Asked Questions we hope to address many of our most frequently asked questions. We recommend the advice of an attorney and/or accountant be obtained in the pursuit of any new filing, amendment, dissolution or merger. Such advice will help assure compliance with Georgia law, and that your goals and intentions are met.

The address is changed by filing an annual registration. The registration may be filed, and changes made, online at https://corp.sos.state.ga.us/business/annualreport. The fee for filing a registration and making changes is $50.

Officer changes are made by filing a corporation annual registration. The registration may be filed, and changes made, online at https://corp.sos.state.ga.us/business/annualreport. The fee for filing a registration and making changes is $50. Georgia law regarding limited liability companies requires only the listing of the registered agent; thus, officers for LLCs are not listed and there is no procedure to “change” them by filing with the Secretary of State.

Business corporations, nonprofit corporations, professional corporations, limited partnerships, and limited liability companies are formed in Georgia by filing with the Corporations Division of the Office of Secretary of State. In some instances, the above entities that form in other states choose to file with the Georgia Secretary of State as “foreign” entities.

Individuals must research this question on their own and should consult a lawyer and/or tax professional in making the decision. The factors to be considered include tax issues, liability issues, capital needs and the type of business, among many others. If a decision is made to form a corporation, the staff of the Corporations Division can assist with the process of incorporation.

Many filings of articles of incorporation, amendments, mergers or dissolutions are completed within five to seven business days of receipt by the Division. “Workload issues” will sometimes result in a longer turnaround time, perhaps up to 12 business days. In particular, anticipate lengthier turnarounds in late December through January when the greatest volume is received. Large numbers of filings are also typically received at the end of each quarter, late March, late June and late September.

First, the purpose is to comply with the law. The registration is also the means for changing officer, agent or address information. The filing also confirms that the entity still exists.

Georgia corporations file the first registration within 90 days of the date of incorporation, and between January 1 and April 1 each year thereafter. Limited liability companies, limited partnerships and foreign corporations file the first registration between January 1 and April 1 of the year following the initial filing, and between January 1 and April 1 each year thereafter.

It stands for “Official Code of Georgia Annotated” and is often referred to as “the Code.” In short, it is the law. Laws regarding corporations, LLCs and partnerships are found in Title 14 of the Code.

Is an out-of-state corporation required to file with the Georgia Secretary of State?

Sometimes. A corporation incorporated in another state, a “foreign” corporation under Georgia law, should review the provisions of O.C.G.A. 14-2-1501 (profit) or O.C.G.A. 14-3-1501 (nonprofit). These laws provide that a “foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State.”

However, each statute lists a number of activities that “do not constitute transacting business.” Thus, if a company’s business in Georgia falls into one of these categories, it is not required to file with the Secretary of State. The burden is on the corporation to determine whether or not it should file; the Corporations Division cannot provide legal advice. A corporation that is uncertain about this question should consult its legal counsel. A corporation that decides that it should file is required to do so within 30 days of commencing business in Georgia.

What happens if an out-of-state corporation should file with the Secretary of State, but does not?

O.C.G.A. 14-2-1502 (profit) and 14-3-1502 (non profit) list the “consequences of transacting business without authority.” One possible sanction is that a corporation that should have obtained a certificate of authority, but does not, may not be able to file a lawsuit in the State of Georgia. A profit corporation that begins transacting business in Georgia and later decides it must file with the Corporations Division must pay $500 penalty.

How does an out-of-state corporation obtain a certificate of authority and is there a fee?

A single-page “Application for Certificate of Authority” is filed along with an original certificate of existence (“good standing”) from the “home” state. The certificate of existence must be no more than 90 days old. The filing fee is $225. The corporation will then file an annual registration, and $50 fee, between January 1 and April 1. Annual registration notices are mailed to the principal office addresses of all active corporations each January.

When a foreign corporation that has obtained a certificate of authority no longer transacts business in Georgia, is there a filing to be made?

A foreign corporation that ceases its operations in Georgia should file an Application for Withdrawal pursuant to O.C.G.A. 14-2-1520 (profit) or 14-3-1520 (nonprofit). An Application for Withdrawal may be downloaded. The fee for withdrawal is $20 plus any annual registration payments that may be due.

The registered agent is the “mailbox” for the corporation. He or she is the person or entity designated by the corporation to receive any lawsuit or other official communication on its behalf. The registered agent may or may not be an owner, shareholder or officer of the corporation. Many corporations use their attorney or a professional corporate service company for this service. The registered agent’s address must be a street address in Georgia, and the agent must be located at that address. Please review O.C.G.A. 14-2-501 (profit) or 14-3-501 (nonprofit). A post office box or “mail drop” may not be used as the registered agent address.

The name of the registered agent and/or the registered office of a corporation is changed by filing an annual registration. An annual registration may be filed online at https://corp.sos.state.ga.us/business/annualreport. There is a $50 fee for filing the change.

Issuance of a name by the Corporations Division does not necessarily give a person the exclusive right to use of that name! Filing with the Secretary of State is not “name protection.” Many businesses do not choose to incorporate. The Office of Secretary of State has no record of these and thus cannot search names of unincorporated businesses. The question of who “owns” a name is a complex one that should be addressed to legal counsel. Many lawyers will advise you that protecting a name is well down the list of reasons to consider incorporation.

Under Georgia law, O.C.G.A. 14-2-401 (profit) and 14-3-401 (nonprofit), issuance of a name by the Secretary of State means merely that the name is distinguishable for filing purposes from the names of other entities on the records of the Corporations Division. You will note that subsection (e) provides that “this chapter does not control the use of fictitious or trade names” and that “issuance of a corporate name does not affect the commercial availability of the name.” Many names that are issued by the Corporations Division might not be available for use in the marketplace.

No. Pursuant to O.C.G.A. 10-1-490 trade names are registered with the Clerk of Superior Court of the county where the business is principally located. A trade name is also known as a “DBA” or “fictitious name.”

A corporation’s articles are amended by filing Articles of Amendment. There is no form for this filing; rather, articles are drafted pursuant to statutes beginning at O.C.G.A. 14-2-1001 (profit) or 14-3-1001 (nonprofit). See particularly 14-2-1006 (profit) and 14-3-1005 (nonprofit). The original and one copy of the articles of amendment are forwarded to the Corporations Division along with a $20 filing fee payable to “Secretary of State.”

Are the shareholders or owners of a corporation listed with the Secretary of State?

A corporation has officers as described in its bylaws, as provided by O.C.G.A. 14-2-840. The same individual may hold more than one office, including that of President and Secretary. Only a corporation’s Chief Executive Officer (person in charge), Chief Financial Officer (treasurer) and Secretary (person who maintains records) are listed with the Corporations Division. The same individual may hold more than one office.

There is no doubt that many people incorporate because they believe their personal assets will be protected in the event of a lawsuit. But this is an extremely complex question for which there is no easy “yes” or “no” answer. Georgia law imposes many responsibilities upon corporations. These requirements must be strictly followed to assure limited personal liability. Thus, we strongly suggest that questions in this area be addressed to legal counsel. Courts of law sometimes allow individuals within a corporation to be sued personally.

It means the corporation was “administratively dissolved” by the Secretary of State in accordance with Georgia law. Sometimes the corporation is not aware this has occurred.

In most instances, a corporation is administratively dissolved because it failed to file its annual registration with the Secretary of State. This often occurs because the corporation is “out of business.” But it is also very common that the corporation moved its offices, the Secretary of State was not notified of the change, and the corporation’s annual registration form was not forwarded to the new address. Many times the annual registration is not filed simply due to an oversight.

A corporation that is administratively dissolved may reinstate by filing an application for reinstatement along with a $100 filing fee and any unpaid annual registration fees. However, if another entity has filed under that corporation’s name during the period of administrative dissolution, a new name must be selected.

“S” and “C” in this instance refer to federal tax laws that are applicable to a particular corporation. The Secretary of State does not have information that shows whether a corporation is an “S” or a “C”. Questions about the meaning of these designations and the differences in the two types of corporations should be addressed to the Internal Revenue Service, www.irs.ustreas.gov, or to an accountant or attorney.

How do I apply for IRS Federal tax exemption as a charitable organization?

If you intend to apply for IRS federal tax exemption as a charitable organization, your articles of incorporation must contain a required purposed clause and a dissolution of assets provision. Valuable information on 501(c)(3) qualification is on the IRS website, www.irs.gov. It includes sample articles of the incorporation. Click the “Charities and Nonprofits” link and then the Life Cycle of a Public Charity link.

Does the Corporations Division have phone numbers for corporations or for their officers or registered agent?

It is a corporation with fewer than 50 shareholders that includes a statement in its articles of incorporation that it elects to be a statutory close corporation, pursuant to O.C.G.A. 14-9-902.