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Georgia Foreign Registration Register in Georgia

Georgia Foreign Registration / Corporations

Registering a foreign corporation in Georgia

A corporation formed elsewhere applies for a Georgia certificate of authority on Form CD 236 for $235, and it must send the original of a certificate of existence issued by its home state in the last 90 days. The corporation then files an annual registration each spring. This page covers the corporate application. The rest of the site speaks to LLCs.

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Corporation filing at a glance

Forms
CD 236 for a profit or nonprofit corporation, CD 238 for a professional corporation and CD 239 for a benefit corporation
Fee
$235: $225 plus $10
Home-state paper
The original certificate of existence, issued in the last 90 days
Do not send
A copy of the home-state articles of incorporation
Annual registration
Profit corporation $60; nonprofit $30 plus the service charge
Late penalty
$500 for a profit corporation

What to gather

The Division's list for a foreign corporation is the corporation name or a name reservation number, the filing person's name and address, an email address, the principal office mailing address, the registered agent, and the name and address of each CEO, CFO and Secretary. Two differences from an LLC stand out. The corporation names its chief executive, chief financial officer and secretary, and it supplies the home-state certificate. The guide insists on an original, certified by the home state or country and issued within the last 90 days, and it says a copy of the articles should not be submitted.

Which form

Three paper forms exist for corporations: CD 236 for a profit or nonprofit corporation, CD 238 for a professional corporation and CD 239 for a benefit corporation. Online, the application is generated from the questions you answer, so the choice shows up as the entity type you pick. The fee is the same for each, $235, whether the corporation is for profit or not for profit. Professional and benefit corporations should say so when they order.

The registered agent

The corporation needs a registered agent at a Georgia street address, and the FAQ lists who can serve: an individual resident of Georgia whose business office is the registered office, a domestic profit corporation, nonprofit corporation or LLC, or a foreign one authorized to transact business in Georgia (O.C.G.A. 14-2-1507; 14-3-1507). The agent's business office and the registered office share one address, and a box or mail drop will not qualify.

Annual registration

A foreign corporation files its first annual registration between January 1 and April 1 of the year after the initial filing, and between the same dates every year. A profit corporation pays $50 plus the $10 service charge, which is $60, and a nonprofit pays $30 plus the service charge. A late filing adds $25. Officer changes can be made in the annual registration, or in an amended annual registration once one has been filed for the year.

The penalty for waiting

A foreign profit corporation that should have registered owes a penalty of $500 (O.C.G.A. 14-2-1502; 14-11-711). The Division's FAQ also lists, as one possible sanction, that the corporation may be unable to bring a lawsuit in Georgia. The filing is due within 30 days of commencing business here.

Speed

Timing follows the pattern for an LLC: about a week online and three weeks by mail, on the Division's estimates. Paid review is priced at $120 (two business days), $275 (same day) and $1,200 (one hour). The certificate from home has its own wait, and its 90 days start when the home state issues it.

Limited partnerships and LLPs

A foreign limited partnership or LLLP uses Form CD 251 and lists the name and address of each general partner; the fee is $235. A foreign LLP uses Form CD 2000, and we confirm its current fee when we file. Tell us before ordering one of those filings and we confirm the form items.

Registering a foreign corporation

  1. Order the home-state certificate

    An original, certified, not more than 90 days old.

  2. Name a Georgia agent

    At a physical Georgia address.

  3. List the officers

    The CEO, CFO and Secretary, with addresses.

  4. File with the fee

    $235 to the Corporations Division.

  5. Diary the annual registration

    January 1 to April 1, starting in the year after.

Officers and names

The Division lists only a corporation's chief executive officer, chief financial officer and secretary, and the same individual may hold more than one office. A corporation can hold its name with a reservation, which costs $25 plus the service charge and lasts 30 days. The name goes on the application exactly as the home state records it.

Foreign corporation questions

Does an LLC send the same certificate?

No. A foreign LLC does not file a certificate of existence from its home state.

Do I send my articles of incorporation?

No. The guide says a copy of the home-state articles should not be submitted.

Can a corporation reinstate if its certificate is revoked?

No. A revoked foreign entity must apply afresh with a new application and fee.

Ask us about a corporation

Our price, then the Georgia fee

Register in Georgia

Georgia

$199

+ $235 Georgia fee

  • Form CD 241, prepared from your answers
  • The thirty-day clock checked against your start date
  • Our office as your Georgia agent, or the one you choose
  • Your annual registration window, marked
  • Renewal: after the first year, the agent service renews at $149 a year
Start my Georgia filing

Our price and the Georgia fee are separate lines at checkout. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Georgia Secretary of State sources

  1. Georgia Secretary of State, Form CD 241, Application for Certificate of Authority for Foreign Limited Liability Company (PDF)
  2. Georgia Secretary of State, Corporations Division filing fees and expedited processing (PDF)
  3. Georgia Secretary of State, how to file an annual registration
  4. Georgia Secretary of State, Corporations Division business FAQ
  5. Georgia Secretary of State, how to guide: register a foreign entity
  6. Georgia Rules, 590-7-21-.07, foreign limited liability companies

Working in Georgia already?

Tell us the day it started. We file before the penalty window opens, or tell you plainly if it already has.

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