Requirement for Certificate of Authority; Application; Activities Not Considered Transacting Business in This State

  1. Law
  2. Georgia Code
  3. Corporations, Partnerships, and Associations
  4. Limited Liability Companies
  5. Foreign Limited Liability Companies
  6. Requirement for Certificate of Authority; Application; Activities Not Considered Transacting Business in This State

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  1. A foreign limited liability company transacting business in this state shall procure a certificate of authority to do so from the Secretary of State.In order to procure a certificate of authority to transact business in this state, a foreign limited liability company shall submit to the Secretary of State an application for a certificate of authority as a foreign limited liability company, signed by a person duly authorized to sign such instruments by the laws of the jurisdiction under which the foreign limited liability company is organized, setting forth:
    1. The name of the foreign limited liability company and, if different, the name under which it proposes to qualify and transact business in this state;
    2. The name of the jurisdiction under whose laws it is organized;
    3. Its date of organization and period of duration;
    4. The street address and county of its registered office in this state and the name of its registered agent at that office;
    5. A statement that the Secretary of State is, pursuant to subsection (h) of Code Section 14-11-703, appointed the agent of the foreign limited liability company for service of process if no agent has been appointed under subsection (a) of Code Section 14-11-703 or, if appointed, the agent's authority has been revoked or the agent cannot be found or served by the exercise of reasonable diligence;
    6. The address of its principal place of business;
    7. The address of the office at which is kept a list of the names and addresses of its members and other owners, together with an undertaking by it to keep those records until its registration in this state is canceled or revoked; and
    8. The name and a business address of a person who, under the laws of the jurisdiction under which it was formed, has substantial responsibility for managing its business activities.
  2. Without excluding other activities which may not constitute transacting business in this state, a foreign limited liability company shall not be considered to be transacting business in this state, for the purpose of qualification under this chapter, solely by reason of carrying on in this state any one or more of the following activities:
    1. Maintaining or defending any action or administrative or arbitration proceeding or effecting the settlement thereof or the settlement of claims or disputes;
    2. Holding meetings of its managers, members, or other owners or carrying on other activities concerning its internal affairs;
    3. Maintaining bank accounts, share accounts in savings and loan associations, custodial or agency arrangements with a bank or trust company, or stock or bond brokerage accounts;
    4. Maintaining offices or agencies for the transfer, exchange, and registration of membership or other ownership interests in it or appointing and maintaining trustees or depositaries with relation to such interests;
    5. Effecting sales through independent contractors;
    6. Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where such orders require acceptance outside this state before becoming binding contracts and where such contracts do not involve any local performance other than delivery and installation;
    7. Making loans or creating or acquiring evidences of debt, mortgages, or liens on real or personal property or recording the same;
    8. Securing or collecting debts or enforcing any rights in property securing the same;
    9. Owning, without more, real or personal property;
    10. Conducting an isolated transaction not in the course of a number of repeated transactions of a like nature;
    11. Effecting transactions in interstate or foreign commerce;
    12. Serving as trustee, executor, administrator, or guardian, or in like fiduciary capacity, where permitted so to serve by the laws of this state; or
    13. Owning directly or indirectly an interest in or controlling directly or indirectly another person organized under the laws of or transacting business within this state.
  3. The list of activities in subsection (b) of this Code section is not exhaustive.
  4. This Code section shall not be deemed to establish a standard for activities that may subject a foreign limited liability company to taxation or to service of process under any of the laws of this state.

(Code 1981, §14-11-702, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1995, p. 470, § 20.)

Code Commission notes.

- Pursuant to Code Section 28-9-5, in 1995, "canceled" was substituted for "cancelled" in paragraph (a)(7).

Law reviews.

- For article, "2016 Georgia Corporation and Business Organization Case Law Developments," see 22 Ga. St. Bar J. 58 (April 2017).

JUDICIAL DECISIONS

Not transacting business.

- Trial court did not err by denying a mortgagor's motion to dismiss the foreclosure confirmation proceeding based on the mortgagee being a foreign limited liability company impermissibly transacting business in Georgia because a limited liability company was not considered to be transacting business in Georgia merely because it engaged in acquiring loan documents, conducting a foreclosure sale, purchasing the property at the sale, reporting the sale, and filing the confirmation petition. Powder Springs Holdings, LLC v. RL BB ACQ II-GA PSH, LLC, 325 Ga. App. 694, 754 S.E.2d 655 (2014).

Even though the claimant was not qualified to do business in Georgia, the claimant could undertake all the actions the claimant was pursuing in the bankruptcy court - acquiring evidences of debt, securing and collecting debts, enforcing the claimant's rights in the property, and maintaining or defending any action. In re Brooks, Bankr. (Bankr. S.D. Ga. Jan. 12, 2016).

Foreign LLC's principal place of business was not LLC's registered office in Georgia.

- Under O.C.G.A. §§ 14-2-510(b)(4) and14-11-1108(b), venue for a Georgia corporation's suit against a foreign LLC lay in the county where the tort occurred, Thomas County; the provision allowing the LLC to transfer venue to the LLC's principal place of business did not apply because the statute permitted transfer only to a county in Georgia and the LLC's principal place of business was in Maryland as shown in the LLC's application for a certificate of authority under O.C.G.A. § 14-11-702(a)(6). Kingdom Retail Group, LLC v. Pandora Franchising, LLC, 334 Ga. App. 812, 780 S.E.2d 459 (2015), aff'd, 299 Ga. 723, 791 S.E.2d 786 (2016).

Claimant's actions in bankruptcy case.

- Under O.C.G.A. § 14-11-702(b), without qualifying to do business in Georgia, the claimant could undertake all the actions the claimant was pursuing in the bankruptcy court, acquire evidence of debt, secure and collect debts, enforce the claimant's rights in the property, and maintain or defend any action. In re Mohr, 538 Bankr. 882 (Bankr. S.D. Ga. 2015).

Cited in Brock v. RES-GA SCL, LLC, 340 Ga. App. 194, 796 S.E.2d 914 (2017).


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