Georgia Certificate of Authority: Everything You Need to Know
The Georgia certificate of authority is required for foreign companies wanting to do business in the state of Georgia.3 min read
Updated November 9, 2020:
The Georgia certificate of authority is required for foreign companies wanting to do business in the state of Georgia. Therefore, if your company is formed in another state, then you will need to obtain this certificate before you can formally conduct business as a foreign LLC in Georgia. Domestic entities, however, are those businesses that are formed in the state of Georgia. Such domestic companies need not obtain a certificate of authority before doing business in the state.
Doing Business in Georgia
According to Georgia’s LLC Act, you must register your foreign company with the Secretary of State if you plan on transacting business in the state. Like most states, this law doesn’t specifically define what transacting business is. However, you can learn more about what would constitute conducting business in the state by looking at the Georgia state laws to find out if you must pay state sales tax. If you conduct business in a way that would require paying Georgia’s state sales tax, then you will need to obtain a certificate of authority before doing such business. Some instances of when you are said to be transacting business in the state include:
- Having a warehouse in the state
- Having a physical store in the state
- Having an office address in the state
- Having an employee in the state
If you own and operate an online business, then you’ll want to thoroughly review the state laws, as operating solely online can create complexities and other issues in terms of when and where you are transacting business.
Some examples that would not constitute doing business in the state of Georgia include:
- Defending a lawsuit
- Holding manager or member meetings
- Having a bank account in the state
- Selling products through independent contractors
- Collecting debt
- Engaging in business across interstate commerce
- Engaging in a loan contract with a business located in Georgia
- Having ownership interest in another business that is located in Georgia
How to Obtain a Certificate of Authority in Georgia
Before doing business in Georgia, your foreign LLC must first file an application for the certificate of authority with the Secretary of State either online or by mail. While the application is straightforward, you will have to provide evidence that your business is compliant with Georgia’s regulations and laws by attaching a certificate of good standing from the state in which your business was formed.
When filling out the application, you will first have to find out whether or not your business name is used by another Georgia entity. If it is, then you will need to choose another business name that will be used only when transacting business in Georgia. To do this, you can conduct a business entity search on the Georgia Secretary of State website. If you find that the name is available for use, you might want to reserve the name to avoid any other business being able to use the name. In order to reserve it, you can pay a fee of $25. The name will then be reserved for up to 30 days before you file the application to receive the certificate of authority.
When filling out the application, you will need to enter basic business information, including your business name, fictitious name (if required due to the fact that your business name is being used by another Georgia entity), your principal office address, business purpose, registered agent information, and the officer names and titles.
When identifying your business name, you will need to enter the date when your business was formed and began doing business. You will also need to include the date when you expect to begin transacting business in Georgia.
Once you have submitted the application, along with a $100 filing fee, you can expect to receive a response within five to seven business days of submitting online.
You can also mail your application; this might take a bit longer for processing for the time it is spent in transit. You also have the choice of e-mailing your application, which has an application fee of $225 due to the quicker processing time.
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