PocketLaw | Georgia Code | Registered Office and Registered Agent;

Registered Office and Registered Agent; Requirement and Qualifications; Change of Office or Agent; Resignation of Agent; Service on Secretary of State; Venue

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Each foreign limited liability company that is required to procure a certificate of authority to transact business in this state shall continuously maintain in this state:
1. A registered office that may, but need not, be a place of its business in this state; and
2. A registered agent for service of process on the foreign 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.
A registered agent must be an individual resident of this state, a corporation, limited liability company, or a foreign corporation or another foreign limited liability company having a certificate of authority to transact business in this state.
A foreign limited liability company may change its registered office or its registered agent, or both, by indicating any such change on its annual registration filed pursuant to this chapter or by delivering to the Secretary of State for filing a statement setting forth:
1. The name of the foreign 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.
A registered agent of a foreign 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 intent to resign to the foreign limited liability company at the most recent mailing address of the foreign limited liability company's principal place of business 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.
A registered agent of a foreign limited liability company may change the agent's office and the address of the registered office of any foreign limited liability company of which the agent is 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 foreign 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 foreign limited liability company at the most recent mailing address of the foreign limited liability company's principal place of business listed on the records of the Secretary of State.
The registered agent of one or more foreign limited liability companies may resign and appoint a successor registered agent by signing and delivering to the Secretary of State for filing a statement stating that the agent resigns and the name and street address and county of the office of the successor registered agent.There shall be attached to such statement a statement executed by each affected foreign limited liability company ratifying and approving such change of registered agent. Upon such filing, the successor registered agent shall become the registered agent of such foreign limited liability companies as have ratified and approved such substitution, and the successor registered agent's office, as stated in such statement, shall become the registered office in this state of each such foreign limited liability company.The Secretary of State shall furnish to the successor registered agent a certified copy of the statement filed pursuant to this subsection.
The registered agent of a foreign limited liability company authorized to transact business in this state is an agent of the foreign limited liability company on whom may be served any process, notice, or demand required or permitted by law to be served on the foreign limited liability company.
Whenever a foreign limited liability company required to procure a certificate of authority to transact business in this state 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 foreign 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 foreign 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 last registered agent at the most recent registered office listed on the records of the Secretary of State and that service cannot be effected at such office.
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.
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 foreign limited liability company.

(Code 1981, §14-11-703, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2000, p. 1589, § 3; Ga. L. 2016, p. 225, §§ 3-8, 4-3/SB 128.)

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

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 survey on business associations, see 70 Mercer L. Rev. 19 (2018).

JUDICIAL DECISIONS

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).

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