Find out how to qualify your LLC to conduct business in Georgia.
If you own a company that was founded in a state other than Georgia, you must qualify or register it in Georgia in order to conduct business there. Here’s a rundown of the criteria for qualifying your international (non-Georgia) limited liability corporation (LLC) to conduct business in Georgia.
What exactly is a Foreign LLC?
If your LLC is founded in another state, it is referred to as a foreign LLC in Georgia. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. An LLC founded in Minnesota, for example, is a foreign LLC in Wisconsin.
Doing Business in Georgia
According to Georgia’s LLC Act, if you are “transacting business” in Georgia, you must register your foreign company with the state. What exactly does this mean? Well, Georgia’s LLC Act, like most others, does not define the word “transacting business” with respect to international registrations.
State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:
a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.
Certain exclusions may apply, and the regulations might become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.
Some Activities Are Exempt
Georgia’s LLC Act, like other states’, stipulates some actions that do not constitute doing business in the state. Among the objects mentioned are:
defending or settling a lawsuit dealing with internal LLC affairs such as holding member or manager meetings having a bank account in the state selling through independent contractors soliciting or procuring orders where the orders require acceptance outside the state before they become contracts and where those contracts do not involve an employee
The LLC Act expressly says that the latter list is not exhaustive; other activities may potentially be excluded. Check Section 14-11-702(b) of the Georgia Code for a complete legal definition of each of the listed objects. If your LLC’s only operation in Georgia is one or more of the activities mentioned above, you should not be required to register with the state.
To register your company in Georgia, submit an Application for Certificate of Authority (Form 241) to the Georgia Secretary of State (SOS). The application form may be downloaded on the SOS website. (The form’s full title is Application for Certificate of Authority for Foreign Limited Liability Company.)
To complete the application, you must give the same information that you would provide to register an LLC in your home state. More precisely, for a Georgia registration application, you must provide:
If necessary, the name of your LLC as it was originally registered in its home state; the alternate name your LLC will use while transacting business in Georgia (may be required if your LLC’s original name or something very similar is already being used by another Georgia registered business, or the original name does not comply with Georgia’s LLC naming requirements).
the date your LLC started or intends to start doing business in Georgia (if more than 30 days before filing, a penalty applies)
the person filing’s name, address, and other contact information the state in which your LLC was created the date your LLC was formed
the name and address of your LLC’s registered agent in Georgia the street location of your LLC’s primary place of business
the name and address of your LLC’s manager (a person with significant responsibility for overseeing the LLC’s business operations)
the location where your LLC’s documents (such as your articles of formation) are stored, the effective date for the application (which may be the filing date), and an authorized signature.
The price for submitting is $225.
What Happens If You Do Not Sign Up?
If your LLC does business in Georgia without permission, it cannot sue in any of the state’s courts. Furthermore, your LLC will be accountable for any fees that it should have paid if it had been legally registered, as well as a $500 penalty. The state may also take action to prevent your LLC from conducting business in Georgia in the future. However, not being registered does not render your LLC’s obligations null and void or bar it from defending a lawsuit in Georgia.
Foreign Corporation Registration in Georgia
The regulations and standards for international qualification in Georgia are same whether your company is structured as a corporation rather than an LLC. You must, however, utilize a separate application form (Form 236).