Georgia Certificate of Authority / Delaware entities
A Delaware corporation or LLC seeking Georgia authority
A Delaware corporation applying for a Georgia certificate of authority pays Georgia $235 and pays Delaware $50 for a short-form status certificate, so the opening cost is $285. A Delaware LLC pays $235 and no certificate, but keeps paying Delaware $400 a year, $460 together with Georgia's annual registration.
Delaware corporations and LLCs in Georgia
| Topic | Delaware corporation | Delaware LLC |
|---|---|---|
| Georgia application | Form CD 236 | Form CD 241 |
| Georgia fee | $235 | $235 |
| Delaware certificate | Required: original, issued within 90 days, $50 short form | Not required |
| Georgia annual registration | $60 | $60 |
| Delaware yearly charge | Set by Delaware, separate from this filing | $400 tax, due June 1 |
The Delaware corporation route
A Delaware corporation needs an original certificate of existence or good standing from Delaware that was issued in the last 90 days. Delaware's fee schedule lists a short-form certificate of status at $50, covering any entity; orders come back by ordinary post unless you give a courier account number. Mail time counts toward the 90 days, so order it with the Georgia papers nearly ready. The corporation also names its CEO, CFO and secretary and a Georgia agent.
The Delaware LLC route
A Delaware LLC files Form CD 241 and sends no Delaware certificate. It names the LLC as Delaware records it, the formation date and the duration, the principal place of business, a Georgia agent, one managing person and the records address. It stays a Delaware company, with its Delaware tax of $400 due June 1 regardless of what it does in Georgia, and $200 more for a late payment.
Two calendars for an LLC
Georgia's window closes April 1 and Delaware's tax falls due June 1. The two do not interact: paying one does not satisfy the other, and a missed Delaware payment leaves the LLC unable to get Delaware good standing while a missed Georgia registration risks revocation of the certificate. Put both dates in a single calendar the day Georgia approves the application.
Cost in the first year and after
For a Delaware LLC the opening figure is Georgia's $235 plus Delaware's $400, $635, and the yearly figure thereafter is $460. For a corporation the opening figure is $285 before any annual obligation Delaware sets for the corporation. Neither figure counts agents, paid review or our filing fee.
Delaware agents and Georgia agents
Delaware requires its own registered agent and Georgia requires another. The Delaware agent cannot stand in, because Georgia asks for a person or company at a Georgia street address, physically present. Both agents receive official mail, so give each the other's details if one inbox is checked more often than the other.
A Delaware entity applies in Georgia
Pick the application
CD 236 for a corporation, CD 241 for an LLC.
Order the Delaware certificate if a corporation
Short form, $50, issued within 90 days of the filing.
Name the Georgia agent
At a street address in the state.
File with Georgia
$235 for a corporation, $235 for an LLC.
Calendar both states
Georgia by April 1; an LLC also owes Delaware tax on its date.
A year in two states, for a Delaware LLC
| Month | Georgia | Delaware |
|---|---|---|
| January to March | Annual registration window, $60 | Nothing due |
| April | Late fee after April 1 | Statement reaches the Delaware agent |
| June | Nothing due | Tax due June 1, $400 |
| Rest of year | Watch for notices to agent and principal office | Late payment adds a penalty |
Checks before filing in Georgia
Confirm that Delaware shows the entity in good standing, because a corporation cannot buy a certificate of status otherwise and a lender will look at it either way. Confirm the Georgia agent has accepted. Settle who signs: an officer for a corporation, a person authorized under Delaware law for an LLC. Then check the dates, since the Delaware certificate's ninety days start on its issue date, not on the day it is delivered.
If the entity is a holding company
A Delaware entity that holds shares in operating companies faces the same threshold question as any other: is it itself transacting business in Georgia? The holding company's registration does not cover its subsidiaries, and each entity decides separately. That is a matter for counsel, and the application for each entity states its own facts.
Delaware entity questions
Does Delaware charge to issue the certificate?
Its fee schedule lists a short-form certificate of status at $50.
Does a Delaware LLC need a certificate?
Not for the Georgia application.
Will registering in Georgia reduce Delaware charges?
No. Delaware charges are unaffected by what the entity does elsewhere.
More on Delaware entities
Is a Delaware certificate of status the same as good standing?
The Delaware fee schedule lists short-form and long-form certificates of good standing. The Georgia Division asks for a certificate of existence or good standing.
Does a Delaware LLC need to file a Delaware annual report?
No. The Delaware LLC pays the yearly tax and files no annual report with the Division.
Our filing fee, then the Georgia fee
Checkout lists what we charge and what Georgia charges on separate lines. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Get a Georgia certificate of authority
$199
+ $235 Georgia fee
- The Georgia application that fits your entity type, filled in from your answers
- The home-state certificate requested, where your entity type needs one
- A Georgia registered agent: our office, or the one you name
- A note of the annual registration window that follows
- Renewal: after the first year, the agent service renews at $149 a year
Georgia sources
- Georgia Secretary of State, Corporations Division filing fees and expedited processing (PDF)
- Georgia Secretary of State, Corporations Division business FAQ
- Georgia Secretary of State, Form CD 241, Application for Certificate of Authority for Foreign Limited Liability Company (PDF)
- Delaware Division of Corporations fee schedule (PDF)
- Delaware Division of Corporations, LLC/LP/GP annual tax
- Georgia Secretary of State, how to guide: register a foreign entity
- Georgia Secretary of State, how to file an annual registration
Need Georgia authority for a company?
Send us the entity type and the date it started in Georgia. We assemble the papers and file.