Georgia Certificate of Authority / Do I need one?
Does your company need a Georgia certificate of authority?
An entity formed outside Georgia must have a certificate of authority; the Secretary of State expects the application within 30 days of starting business here. A late LLC, LP or LLLP owes $500 plus fees (O.C.G.A. 14-2-1502; 14-11-711). Where the line between transacting business and not falls is a question the state leaves largely to the entity.
The state's own answer
The Corporations Division FAQ takes the question head on. It starts by calling it complicated and encouraging counsel. It then names the code sections to read. The authority sections are numbered 14-11-702 (LLCs), 14-9-902 (limited partnerships), 14-8-45 (LLPs), 14-2-1501 (profit corporations) and 14-3-1501 (nonprofits), and the sections on the consequences of acting without authority are O.C.G.A. 14-11-711 for LLCs; 14-2-1502 for profit corporations; 14-3-1502 nonprofit; 14-9-907 LP and LLLP; 14-8-54 LLP. In each, a list sets out activities that fall outside transacting business. Work that sits inside those lists needs no filing, says the FAQ, and the entity carries the burden of deciding.
Where the lists are written
The lists of activities that do not count sit in the code section for each entity type, named above. Whether your activity falls inside one is a legal call; a Georgia business attorney can tell you. The answer turns on facts that differ for each company, such as how often the work occurs, where contracts are performed and whether the entity keeps people or property in Georgia.
How the thirty days apply
| Where the entity stands | What the sources say |
|---|---|
| Has not started in Georgia | It may apply in advance. With no proposed date, enter "upon qualification" or "upon filing". |
| Started less than 30 days ago | Within the window; the application's penalty note does not bite. |
| Started more than 30 days before the effective date | The LLC application warns of a $500 penalty together with fees. |
| Decided it need not file | The burden is on the entity; the Division does not rule in advance. |
Sanctions the FAQ names
Two sanctions are named. The first is practical: an entity lacking a certificate it should have held may be shut out of Georgia courts as a plaintiff. The second is money. LLCs, LPs and LLLPs owe $500 on top of the fees they would have paid, a profit corporation owes $500, and an LLP owes $500 for each year or part of one, again with fees. The LLC application itself calls the penalty a statutory one that the Secretary of State cannot excuse.
Facts that bear on the question
- The first date the entity had a customer, an employee, a contractor or an asset in Georgia.
- Whether that activity repeats or happened once.
- Where contracts are signed, performed and paid.
- Whether the entity advertises, keeps an address or holds itself out as operating in the state.
- Whether the entity might one day need a Georgia court.
The FAQ names a lawsuit bar as one possible sanction, so the last point matters.
What the application asks
On Form CD 241, item 1 wants the start date, actual or planned, and the printed warning under it ties the $500 penalty to that date. Item 8 sets the effective date, upon filing or delayed up to 90 days, and waiting gains nothing because the clock stops at the effective date. With no date at all, the FAQ allows "upon qualification or upon filing".
Registering anyway
An entity near the line can choose to register for $235 to apply and $60 a year after. Registering ends the argument about the thirty days and the lawsuit bar, and it adds a yearly filing to the calendar. An entity that fits clearly within the exceptions saves that cost. The choice is a business decision.
What we do
If you decide to apply, we assemble and file the application, and the guide shows what that involves. If the start date has already passed the thirty days, read the late filing page first. We do not say whether any particular activity counts as transacting business.
Four situations
| Situation | Who decides | What helps |
|---|---|---|
| A one-time contract performed in Georgia | The entity | The dates, the place of performance and any repeat |
| An employee who lives in Georgia | The entity | Job duties, who directs the work and where the entity is known to operate |
| A leased office or warehouse | The entity | The lease term and what is done there |
| Sales into Georgia from elsewhere | The entity | Where orders are accepted and goods shipped from |
The table is a checklist of facts, not a prediction.
Reading the FAQ closely
Three phrases in the FAQ carry the weight. "The question is complicated" is a warning against rules of thumb. "The burden is on the entity" means there is no safe harbor for guessing. And "an entity that decides that it should file is required to do so within 30 days" ties the deadline to the decision.
Do I need one: questions
Does forming the company elsewhere start the clock?
No. The Division counts from commencing business in Georgia.
Can I ask the Secretary of State for a ruling?
The FAQ says the burden is on the entity, and it points entities to counsel.
Can the Secretary of State waive the penalty?
No. The LLC application calls it a statutory penalty that the Secretary of State has no authority to waive.
What if I register early?
The application accepts a proposed start date, so early registration is possible.
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)
- Georgia Rules, 590-7-21-.07, foreign limited liability companies
- 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.