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Georgia Foreign Qualification

Foreign qualification in Georgia is a process by which a company incorporated or formed outside Georgia can transact business in the said state. A foreign company doesn’t mean companies based outside the USA but simply entities that are not domestic entities in the state they are planning to register in. This guide has been created to provide information pertaining to Georgia foreign qualifications, doing business in the state, and LLC or Georgia foreign corporation filing requirements.

Georgia Foreign Qualification

Georgia is home to approximately 1.1 million small businesses including domestic and foreign entities. Some of these businesses went through foreign qualifications in Georgia as they were looking to expand their physical presence in the state. So, whether you are looking at expansion, or looking for a pro-business environment or even a favorable legal and tax environment, you can always consider doing business in Georgia. A foreign LLC or a foreign corporation doing business in Georgia can benefit from opportunities including grants, VC funding, accelerators, business incentives, Foreign Trade Zones (FTZ), and training programs for entrepreneurs among others.

What is a Georgia foreign qualification?

Foreign qualification in Georgia is a process through which any company can register or operate their businesses in any state aside from the home state. The home state refers to the jurisdiction where the business was initially formed or incorporated. This process will allow you to legally operate your business within the state and pursue business and financial opportunities offered by the state. The biggest advantage of the Georgia foreign LLC registration instructions and process is that you will not be required to register or incorporate an entirely new business.

The process of Georgia foreign corporation registration or LLC formation may be different from the foreign qualification processes in other states. The regulations are governed by Title 14, Chapter 2, and Article 15 of the 2020 Georgia Code for business corporations and Title 14, Chapter 11, Article 7 for foreign limited liability companies. Let’s look at an example to understand this:

Example: If you have formed a domestic LLC in Alabama by filing the Certificate of Formation then Alabama will be considered your home state. Now, if you are thinking of expanding to Georgia then you will need to file for Georgia LLC foreign registration instead of a new business or domestic business registration. This process will help you obtain a certificate, which authorizes the Alabama LLC to conduct business in Georgia.

Once the Georgia foreign corporation filing requirements are fulfilled, you will be required to apply for and obtain business licenses or permits in the state. You will also be required to hire and maintain a Georgia registered agent like IncParadise to ensure all annual compliances as required by the state are fulfilled.

Doing business in Georgia

When an LLC or a business corporation operates in any state other than the home state or the state where it was initially registered then it may be required to “qualify” or apply for Georgia foreign corporation registration to conduct business in that state. The qualification is required as Georgia laws state that any LLC or corporation that was formed in another state will be considered a foreign entity.

According to Georgia Code, a foreign LLC or foreign corporation doing business in Georgia refers to having a physical presence in the state. Several activities constitute doing business in Georgia while there are some activities according to GA Code § 14-2-1501 (2020), that are not considered as transacting business in the state. Hence, it is important to check state laws to identify your activities in the state and whether you need to apply for a foreign qualification in Georgia.

The activities that are NOT considered as foreign LLC or foreign corporation doing business in Georgia are:

  • If a company is securing or collecting debts
  • If a company is transacting business in interstate commerce
  • If an LLC is selling through independent contractors
  • If a corporation has a bank account in Georgia
  • If an entity has an office, or people in Georgia for handling ownership or membership interests
  • If a company is settling or defending a lawsuit
  • If a company is dealing with internal business affairs like holding meetings in the state
  • If an entity owns an interest in or is controlling another business entity, which is conducting business in Georgia

Georgia Foreign Qualification Process

If you are already operating an LLC or corporation in any state other than Georgia and want to expand your business in the new state then you will have to apply for foreign qualification in Georgia. The Georgia Foreign LLC registration instructions and process may be different from that of a corporation. The important thing to note is that Georgia Code has strict rules in place when it comes to failure to register a foreign entity with the state. Let us study the foreign qualification requirements, processes, and laws in detail for both corporations and limited liability companies.

Georgia foreign Corporation registration

If you already own a corporation in another state and want to expand the operations to Georgia State then you will need to apply for a foreign qualification in Georgia. The Georgia foreign corporation registration is governed by the 2020 Georgia Code, Title 14 – Corporations, Partnerships, and Associations, Chapter 2 – Business Corporations, Article 15 – Foreign Corporations. You will have to obtain the authority to transact business prior to starting business operations. The process for obtaining this authority is as follows:

  • Business Name – The first and foremost aspect you need to check is the availability of the business name. You can conduct a business name search to check if the name of your corporation as registered in the home state is available or not. If it is not available then you will need to identify an alternate name and reserve it with the state. Alternatively, you can also register a DBA (Doing Business As) or a trade name in Georgia. This is the first step toward Georgia foreign corporation registration as without a name, the said business cannot get the authority to transact in the state.
  • Georgia Registered Agent – One of the important Georgia foreign corporation filing requirements is hiring a registered agent in the state. According to Georgia Code, GA Code § 14-2-1507 (2020), a foreign corporation will not be authorized to conduct business in this state if they are unable to continuously maintain a registered agent in Georgia. We at IncParadise are one of the top Georgia registered agents and have helped several domestic and foreign entities to incorporate in this state.
  • Certificate of Authority – The most important step toward Georgia foreign corporation registration is to file the Application for certificate of authority pursuant to GA Code § 14-2-1503 (2020). It has to be filed with the Office of Secretary of State, Corporations Division along with a filing fee of $225. You can file the application online or by mail. The fee for the latter is $235. The processing time can vary from 7 to 15 business days from the date of receipt of the application by the Corporations Division. One of the Georgia foreign corporation filing requirements is a certificate of existence or certificate of good standing issued by the home state and it should not be more than 90 days old.

Georgia foreign LLC registration

There are different types of Limited Liability Companies like single-member or multi-member LLCs that you can form in Georgia. Now, if you already own an LLC in another state and want to expand to Georgia then you don’t have to register a separate business but simply apply for a foreign qualification in Georgia. You will be required to procure a certificate of authority, which will allow you to operate your foreign LLC in the state. The Georgia Foreign LLC registration instructions and requirements are governed by Article 7 in Chapter 11 of the 2020 Georgia Code. The processes involved in the foreign qualification of an LLC are:

  • Business Name – The Georgia foreign LLC registration instructions require you to check the availability of your existing business name or the name that you registered in the home state. You can conduct a business name search to check if the existing name is available or not. If it is not available there you register a DBA (Doing Business As) or a trade name in Georgia. You can also conduct a trademark search using Trademark Electronic Search System (TESS) to identify the availability of a chosen trade name. This is the first step towards Georgia LLC’s foreign registration.
  • Georgia Registered Agent – When you form any business in Georgia or any other state, due service of process needs to be followed. The service of process is carried out by registered agents in the said state. Some states don’t require you to maintain an agent while other states make it mandatory to hire an RA and Georgia is one such state. The Georgia Code, GA Code § 14-11-703 (2020) explicitly states that it is necessary to hire and maintain a registered agent in the state. It is important to note that RA services not only fulfill service of process but can also assist with other business related requirements like filing of annual reports. We at IncParadise are one of the top Georgia registered agents and have helped several domestic and foreign LLCs to register in this state.
  • Certificate of Authority – Every foreign business wanting to operate in the state of Georgia will need some form of authorization from the state. The authorization can vary according to the type of business structure and the state. A Georgia LLC foreign registration will require you to submit an application for a certificate of authority pursuant to GA Code § 14-11-702 (2020). The application can be filed online or by mail with the Office of Secretary of State, Corporations Division. If you are submitting online then the filing fee is $225 and if filing by mail then the fee is $235. The Georgia Foreign LLC registration instructions state that the processing time can vary from 7 to 15 business days from the date of receipt of the application by the Corporations Division.

Need Any Assistance in Applying for Georgia Foreign Qualification?

If you already own a business in any state other than Georgia but are thinking of expanding to or conducting business in this state then you will be required to apply for a foreign qualification in Georgia. As one of the leading Georgia registered agents, IncParadise can assist you with the process of foreign LLC formation or incorporation.

We can also help you acquire a Certificate of Good Standing or Certificate of Existence from your home state. We provide business focused additional services as well as foreign qualification services in all 50 states that will help your business to remain compliant with all state regulations for foreign entities.

Are you ready to apply for Georgia foreign Qualification?