Withdrawing a Georgia certificate of authority

The first three items identify the entity: its type, with the entity control number, its name, and its home state or country. Item 4 declares that the entity has stopped transacting business in Georgia and surrenders the certificate. Item 5 takes away the agent's power to receive service and substitutes the Secretary of State for any proceeding arising from a cause of action that dates from the period of authorization. Item 6 gives a mailing address for process served afterwards, item 7 commits the entity to report changes to that address, and item 8 is the signature, date, printed name, email and capacity.

Withdraw once the entity has really stopped. Item 4 is a signed statement, and if Georgia work continues, the entity is back in the position of one operating without authority. If the entity may return within a year or so, weigh the cost of keeping the certificate, $60 a year, against the cost of a new application, $235, and the penalty risk for the new start date. A foreign entity cannot be reinstated, so a lapsed certificate is not an inexpensive way to pause.

A registered agent that wants out can resign separately. That is not a substitute for withdrawing, because the entity still has to keep an agent while it holds a certificate. If the entity is leaving anyway, withdraw first, then let the agent go. The agent page covers resignations.

A Delaware corporation closes its Georgia office on March 31. Its secretary signs Form CD 555 as an officer, ticks corporation in item 1, gives the entity control number and name, states that Georgia business has ended, and gives an address in its home state for process to be forwarded to. Filed online, there is no fee. Its Georgia agent is told, the Georgia records are archived, and the annual registration that would otherwise fall due next spring is no longer on the calendar.