If you're a foreign corporation doing business in Georgia, you'll need to register your business to legally engage in transactions. According to Georgia's laws, any LLC that was formed in another state is considered a foreign entity. Foreign doesn't necessarily mean from another country; it just means you created your business in a place that wasn't Georgia (and therefore might have followed different laws when doing so). Any LLC created within Georgia's confines is called a domestic LLC.

When Do You Need to Register Your LLC in Georgia?

Any time when you're transacting business in Georgia, you'll need to register with the state. The laws of Georgia don't define exactly what this means; however, there are Georgia laws that define how foreign companies must pay state sales tax. These tax laws state that companies that operate in Georgia must have a physical presence in the state to be required to collect state sales tax. A physical presence might include:

  • Operating a warehouse in Georgia
  • Opening an office in Georgia
  • Having a store in Georgia
  • Employing a sales representative in Georgia

The rules became a bit unclear when internet sales were brought into the mix, but one thing is certain — if you have any of the above forms of physical presence in Georgia, you'll need to register as a foreign LLC.

Times You Don't Need to Register as a Foreign Corporation

Not every business activity constitutes a transaction in Georgia. There are plenty of times you can be involved with companies or individuals from the state without registering your corporation. These might include:

  • Being involved in a lawsuit
  • Opening a Georgia bank account
  • Selling in the state of Georgia through the use of independent contractors
  • Holding member or manager meetings in Georgia
  • Opening an office or agency that handles your company's ownership or membership interests
  • Collecting on debt from a Georgia resident
  • Taking out a loan or dealing with a mortgage, lien, or other debt on personal property
  • Accepting orders that are approved outside state borders and that will not require any local manpower for delivery or installation
  • Acting as a guardian, administrator, trustee, or executor
  • Engaging in interstate commerce
  • Conducting a sole, isolated transaction that won't be repeated on a regular basis
  • Being involved in the ownership or control of another business making transactions in Georgia

For more information on what does and does not constitute transacting business in Georgia, check out the Georgia LLC Act. It provides a full list of other exempt activities so you can know for sure whether or not you need to register with the state.

How to Register Your Foreign Business in Georgia

Registering your business in Georgia takes a few simple steps. First, go to the Georgia Secretary of State website to download the Application for Certificate of Authority. You'll need to provide some specific information on this form, including:

  • The name of your LLC as registered in your home state
  • Any alternate names your LLC will use in Georgia
  • The date you'll start conducting business in Georgia
  • Your name, address, and contact information
  • The state you started your LLC in
  • The date you started your LLC
  • Your LLC's address
  • Your registered agent's address in Georgia
  • The address and name of your LLC's manager
  • The address of the place you keep your LLC's important records
  • The filing date
  • The signature of an authorized party

Filing this form will cost you $225. If you'd like expedited processing, you'll have to pay an extra $100 fee. Before you file, make sure that your corporation's or LLC's name is not already being used by another business in Georgia. GA Code § 14-2-401 (2014) states that all foreign corporations must have a unique name that's not already being used.

You can research this by conducting a Georgia business search. If you do find your name is taken, you'll need to create a fictitious name to distinguish yourself from the other company. If the name is not in use, you can reserve it for 30 days before you file by paying a fee of $25. This is just enough time to get your paperwork in order and make your submission.

If you need help for a foreign corporation doing business 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.