Georgia Certificate of Authority / Corporations
The Georgia certificate of authority application for a foreign corporation
On Form CD 236 a foreign corporation applies for Georgia authority and pays $235: $225 to file and $10 as a service charge. It also encloses the original of the home state's certificate of existence, dated within the preceding 90 days, and names its three officers. $199 covers our work on the filing.
The corporation application in brief
- Applications
- CD 236 for a profit or nonprofit corporation, CD 238 for a professional corporation and CD 239 for a benefit corporation
- Georgia fee
- $235 for profit, nonprofit, professional and benefit corporations alike
- Send
- Application, original home-state certificate, payment
- Not needed
- Home-state articles of incorporation, in any form
- Officers to list
- The CEO, the CFO and the secretary
- Each year
- Annual registration, $60 for a profit corporation
What goes in, and what stays out
| Item | Required | Note |
|---|---|---|
| Corporation name, or a reservation number | Yes | As the home state records it |
| Name and address of the filing person, with email | Yes | The Division contacts this person |
| Principal office mailing address | Yes | |
| Registered agent name and Georgia address | Yes | A street address; the agent on site |
| CEO, CFO and secretary with addresses | Yes | One person may hold several offices |
| Original certificate of existence | Yes | Issued within 90 days of the filing |
| Copy of the articles of incorporation | No | The Division says not to send it |
The certificate and its clock
The home-state certificate is the part of a corporation's filing that runs on a clock. The Division insists on an original carrying the home state's or country's certification, issued under 90 days before filing. Order it late in the process, after the officers and the agent are settled, so that 90 days does not run out while you wait for them. A certificate that is a day too old is a certificate that does not count, and the filing is held until a fresh one arrives.
The three officers
A corporation's Georgia record names three officers only: the CEO, the CFO and the secretary. The FAQ adds that one individual may hold more than one of those offices, so a small company with a single officer names that person three times. A corporation's officers can be updated when the annual registration is filed, or later on an amended annual registration if one is already on file this year.
Choosing among the forms
The Division prints a form for each type of corporation: CD 236 for a profit or nonprofit corporation, CD 238 for a professional corporation and CD 239 for a benefit corporation. They carry the same fee. A professional corporation or a benefit corporation should use its own form or say so when ordering, so that the right application is generated. For online filings, the entity type you select decides what is produced.
The Georgia agent for a corporation
The registered agent of a foreign corporation must be at a Georgia street address. The FAQ's list: 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). A corporation may not act as its own agent, and the registered office is the agent's own business address.
The yearly cost
The first annual registration of a foreign corporation falls in the calendar year after its initial filing, inside the January 1 to April 1 window. A profit corporation pays $60 ($50 plus the service charge), a nonprofit $30 plus the service charge. After April 1, add $25. Filings for two or three consecutive years are available.
The penalty for applying late
A foreign profit corporation that should have obtained authority and did not owes a flat $500. The Division lists the same penalty for that entity type on its fee schedule, and the FAQ adds that the corporation may be unable to file a lawsuit in Georgia. A corporation that has already passed thirty days of Georgia work should read the late filing page.
What we assemble for you
For a corporation, we request the home-state certificate at the point that leaves the most room before the 90 days end, collect the officers' names and addresses, complete the application for the right type and file. Limited partnerships and LLPs have their own forms; contact us before ordering one and we will confirm the current items.
Applying as a foreign corporation
Settle the officers and the agent
Name the CEO, CFO and secretary, and a Georgia agent at a street address.
Request the home-state certificate
The original, with the home state's certification, issued within 90 days.
Complete the application
For a profit or nonprofit, professional or benefit corporation.
File with the fee
$235 online or by mail.
Diary the registration
January 1 to April 1, from the following year.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Corporation questions
Does a foreign LLC send the same certificate?
No. An LLC sends no home-state certificate.
May I send a photocopy of the home-state certificate?
Only an original with the home jurisdiction's certification will do.
Is the fee different for a nonprofit?
No. The schedule shows $235 for a foreign corporation of either kind.
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 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.