The application for withdrawal of a certificate of authority Georgia is used when a company decides to stop operating as a foreign entity in the state. However, this process doesn't stop the corporation from doing business in its home state.

What Is a Corporation?

A corporation is a type of business formed under the laws of the state where the company's headquarters is located. The state of incorporation, or domicile, is the home state. This business structure exists in perpetuity regardless of changes in owners, board members, or shareholders. It exists until the board of directors takes an action to dissolve it. For as long as it exists, it is subject to all the legal requirements in every state where it is registered.

A corporation can do business in states other than the domicile. This requires registration as a foreign entity in each of those states. Later, the company may decide to cease operations in one or more of those states. To do so legally, the company must go through the steps to withdraw the certificate of authority.

How to File an Application for Withdrawal of Certificate of Authority in Georgia

  1. To complete the process of withdrawing registration as a foreign entity in Georgia, the corporation files a form with the secretary of state's office. This document notifies the state that the company will no longer operate as a foreign entity there. The form is usually called a certificate of withdrawal or something similar. In Georgia, all foreign business types use the form called Certificate of Authority Withdrawal (CD 555). This packet of information must be sent to the Office of Secretary of State, Corporations Division, 315 West Tower, #2 Martin Luther King, Jr. Drive, Atlanta, Georgia 30334-1530. You can reach the office by phone at (404) 656-2817 or online at

    The documentation must include:
    • The name of the company and the jurisdiction under whose law it is organized
    • A statement that the corporation will no longer do business in Georgia and surrenders its authority to do so
    • A statement revoking the authority of the company's registered agent to accept service on its behalf. This statement names the secretary of state as the agent for service of process in any proceedings that arise later related to the time the company was doing business in Georgia.
    • A mailing address where the secretary of state can forward a copy of any process served
    • A promise to notify the secretary of state if that mailing address changes in the future
    • The filing fee of $20 paid to the secretary of state
  2. In addition to the certificate for withdrawal, the corporation must file a final tax return to show that any outstanding taxes have been paid.
  3. Finally, the Secretary of State will issue a certificate of withdrawal. The corporation may not withdraw until it has this document in hand.

Sample Fields From the Application for Withdrawal

  • Organization type (check only one):
    Limited Liability Company
    Limited Partnership
    Liability Limited Partnership
  • Entity name
  • Home state in which entity was formed
  • The business no longer transacts business in Georgia and surrenders its certificate of authority.
  • The entity revokes the authority of its registered agent to accept service of process and appoints the Georgia secretary of state as its agent for service in any proceedings that arise from the time it was authorized to do business in Georgia.
  • Any process served on the entity after withdrawal from Georgia may be mailed to this address.
  • The withdrawing company commits that it will notify the secretary of state if the forwarding address changes.
  • Printed signature or typed name of signer
    Title of person signing above (circle one that matches the corporate type from item 1):
    Corporation - Officer; Attorney for corp; Incorporator; Receiver or trustee
    LLC - Member; Manager; Attorney for LLC; Organizer; Receiver or trustee
    LP - General partner; Attorney for LP; Receiver or trustee
    LLP - General partner; Attorney for LLP; Receiver or trustee

Withdrawal vs. Dissolution

Withdrawing a certificate of authority is not the same as dissolving the corporation. When a company no longer wants to transact business anywhere, it dissolves. This involves filing articles of dissolution with the secretary of state's office. After dissolution, the corporation no longer exists. As part of the process of dissolution, the business must withdraw from every state where it was registered as a foreign entity.

During dissolution:

  • The corporation is liquidated.
  • Debts are paid.
  • Business accounts are closed.
  • Final tax returns are filed.
  • Licenses and permits are canceled.

If you need help with completing an Application for Withdrawal of Certificate of Authority in Georgia, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.