Registered Office and Registered Agent

  1. Law
  2. Georgia Code
  3. Corporations, Partnerships, and Associations
  4. Limited Liability Companies
  5. Formation
  6. Registered Office and Registered Agent

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  1. Each limited liability company shall continuously maintain in this state:
    1. A registered office which may, but need not, be a place of its business in this state; and
    2. A registered agent for service of process on the limited liability company. The address of the business office of the registered agent shall be the same as the address of the registered office referred to in paragraph (1) of this subsection.
  2. A registered agent must be an individual resident of this state, a corporation, another limited liability company, or a foreign corporation or a foreign limited liability company having a certificate of authority to transact business in this state.
  3. A limited liability company may change its registered office or its registered agent, or both, by filing an amendment to its annual registration that sets forth:
    1. The name of the limited liability company;
    2. The street address and county of its then registered office;
    3. If the address of its registered office is to be changed, the new street address and county of the registered office;
    4. The name of its then registered agent; and
    5. If its registered agent is to be changed, the name of its successor registered agent.
  4. A registered agent of a limited liability company may resign as such agent by signing and delivering to the Secretary of State for filing a statement of resignation, which may include a statement that the registered office is also discontinued. On or before the date of the filing of the statement of resignation, the registered agent shall deliver or mail a written notice of the registered agent's intention to resign to the limited liability company at the most recent mailing address of the limited liability company's principal place of business in this state listed in the records of the Secretary of State. The agency appointment is terminated, and the registered office discontinued if so provided, on the earlier of the filing of the limited liability company's annual registration or a statement designating a new registered agent and registered office if also discontinued or the thirty-first day after the date on which the statement of resignation was filed.
  5. A registered agent may change the agent's office and the address of the registered office of any limited liability company of which the agent is the registered agent to another place within this state by filing a statement, as required in subsection (c) of this Code section, setting forth the required information for all limited liability companies for which he or she is the registered agent, except that it need be signed only by the registered agent and need not be responsive to paragraph (5) of subsection (c) of this Code section and must recite that a copy of the statement has been mailed to the limited liability company at the most recent mailing address of the limited liability company's principal place of business listed on the records of the Secretary of State.
  6. Whenever a limited liability company shall fail to appoint or maintain a registered agent in this state or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the Secretary of State shall be an agent of such limited liability company upon whom any process, notice, or demand may be served. Service on the Secretary of State of any such process, notice, or demand shall be made by delivering to and leaving with him or her or with any other person or persons designated by the Secretary of State to receive such service a copy of such process, notice, or demand. The plaintiff or his or her attorney shall certify in writing to the Secretary of State that the limited liability company failed either to maintain a registered office or appoint a registered agent in this state and that he or she has forwarded by registered or certified mail or statutory overnight delivery such process, notice, or demand to the most recent registered office listed on the records of the Secretary of State and that service cannot be effected at such office.
  7. The Secretary of State shall keep a record of all processes, notices, and demands served upon him or her under this Code section and shall record therein the time of such service and his or her action with reference thereto.
  8. This Code section does not prescribe the only means, or necessarily the required means, of serving any process, notice, or demand required or permitted by law to be served on a limited liability company.

(Code 1981, §14-11-209, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1999, p. 405, § 33; Ga. L. 2000, p. 1589, § 3; Ga. L. 2016, p. 225, §§ 3-7, 4-2/SB 128.)

The 2016 amendment, effective July 1, 2016, in subsection (b), inserted "another limited liability company," and inserted "or a foreign limited liability company"; and substituted "a copy" for "two copies" in the second sentence of subsection (f).

Editor's notes.

- Ga. L. 2000, p. 1589, § 16, not codified by the General Assembly, provides that the amendment to this Code section is applicable with respect to notices delivered on or after July 1, 2000.

Law reviews.

- For annual review of Georgia Corporation and Business Organization Law, see 15 (No. 7) Ga. St. B. J. 20 (2010). For article, "2015 Georgia Corporation and Business Organization Case Law Developments," see 21 Ga. St. B. J. 30 (Apr. 2016). For annual survey on business associations, see 68 Mercer L. Rev. 71 (2016). For article, "2016 Georgia Corporation and Business Organization Case Law Developments," see 22 Ga. St. B. J. 58 (April 2017).

JUDICIAL DECISIONS

Defective service.

- In attempting to effect service on a limited liability company (LLC), a subcontractor's submission to the Georgia Secretary of State's Office did not comply with O.C.G.A. § 14-11-209(f) because: (1) the subcontractor failed to supply the Secretary with two copies of the process; and (2) the subcontractor failed to certify that the subcontractor forwarded the process by registered or certified mail or statutory overnight delivery to the LLC's most recent registered office listed on the Secretary's records, but that service could not be effected at such office. Anthony Hill Grading, Inc. v. SBS Invs., LLC, 297 Ga. App. 728, 678 S.E.2d 174 (2009).

Service on Secretary of State.

- Homeowner's service upon a limited liability company by serving the Secretary of State was upheld based on an "Acknowledgment of Receipt" issued by the Secretary of State indicating that the Secretary had received "copies" of service documents; the use of the plural "copies" indicated that the homeowner complied with O.C.G.A. § 14-11-209(f)'s requirement that two copies be provided. Sierra-Corral Homes, LLC v. Pourreza, 308 Ga. App. 543, 708 S.E.2d 17 (2011), cert. denied, No. S11C1121, 2011 Ga. LEXIS 584 (Ga. 2011), overruled on other grounds by Bowen v. Savoy, 2020 Ga. LEXIS 133 (Ga. 2020).


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