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 companys 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.
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.
