Georgia Certificate of Authority / Late filing
The late filing penalty for a Georgia certificate of authority
Beginning Georgia business without a certificate of authority costs an LLC, limited partnership or LLLP $500 plus the fees it should have paid, and costs a profit corporation $500; the entity may also be shut out of the state's courts as a plaintiff (O.C.G.A. 14-2-1502; 14-11-711).
The penalty by entity
| Entity | Penalty | Additional |
|---|---|---|
| Foreign LLC, LP or LLLP | $500 | The fees it would have been charged |
| Foreign profit, professional or benefit corporation | $500 | Listed as a flat amount |
| Foreign LLP | $500 per year, a part-year counting in full | The fees it would have been charged |
Where the penalty is stated
On the schedule it is titled certificate of authority late filing penalty, and the FAQ says who owes it and in what amount. The LLC application prints it under the start-date line as a warning, adding that it is statutory and beyond the Secretary of State's power to waive. Because the LLC form measures from the start date you give, an accurate date is the first defence against error, and the date is entered in item 1.
What "plus fees" means
These are all the fees the entity would have owed had it registered as required, and the amounts are worked out at the time of filing.
The lawsuit consequence
The FAQ lists one more sanction: an entity that should have obtained a certificate but did not may not be able to file a lawsuit in Georgia.
What the registration needs
An application needs an agent whose registered office is a Georgia street address; boxes and mail drops fail. The Division puts an online filing at about 7 business days, and the review tiers of $120, $275 and $1,200 cut only its own handling. The first annual registration then comes between January 1 and April 1 of the year after the initial filing.
Comparing the cost of acting
An LLC that applies on time pays $235. One that applies late pays $735 before fees. The difference is the penalty, and the fees come on top. For a profit corporation the comparison is $235 against the same plus $500. None of the figures include the home-state certificate, a corporation's extra step.
What to do now
Apply, with the true start date. Keep the records that show it: the first contract, the lease, the first payroll. Do not backdate or adjust the date to look timely, because the application is signed and the date is a statement. Our role is to prepare the application; guidance on months already past, on how the lawsuit bar ends, or on dealing with the Division comes from a Georgia attorney.
Three illustrations
| Entity and timing | What applies | Charges before back fees |
|---|---|---|
| An LLC applies 12 days after starting | Within the 30 days, so no penalty arises | $235 |
| An LLC applies 70 days after starting | Outside; $500 plus fees | $735 |
| A profit corporation applies after the window | $500 flat | $235 plus $500 |
These are illustrations, not legal conclusions.
Evidence of the real start date
The start date you enter on an LLC application is a statement under signature. Collect what supports it: the first signed Georgia contract, the first invoice, the lease start, the first Georgia payroll or the first delivery. If the date later comes into question, a file of dated documents is worth more than a recollection. Keep it with the filed application.
Penalty questions
Does the penalty recur annually?
For LLCs, LPs, LLLPs and profit corporations the sources describe one amount. For an LLP it is charged per year or part of a year.
Is a nonprofit corporation treated differently?
The fee schedule lists the penalty for profit, professional and benefit corporations. For a nonprofit we confirm the amount when we file.
Can a lawyer have it waived?
The LLC application says it cannot be waived by the Secretary of State.
Penalty extras
Does the penalty apply if I apply before the 30 days end?
Not on the LLC application, which attaches the penalty to a start date over thirty days before the effective date; inside that window it does not apply.
What fees would have been due?
All the fees the entity would have paid had it registered as required, worked out at the time of filing.
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 guide: register a foreign entity
Need Georgia authority for a company?
Send us the entity type and the date it started in Georgia. We assemble the papers and file.