Procedure for Domestication of Foreign Corporation; Filing Certificate of Conversion and Articles of Incorporation

  1. Law
  2. Georgia Code
  3. Corporations, Partnerships, and Associations
  4. Nonprofit Corporations
  5. Domestication of Foreign Corporations
  6. Procedure for Domestication of Foreign Corporation; Filing Certificate of Conversion and Articles of Incorporation

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  1. By complying with this Code section, a foreign corporation may become a corporation if the law of the foreign jurisdiction authorizes domestication, redomestication, reincorporation, conversion, or a similar statutory procedure to become a corporation.
  2. To become a corporation, a foreign corporation shall elect to become a corporation. Such election shall require such approval as may be sufficient under applicable law or the governing documents of the electing foreign corporation to authorize such election.
  3. The election provided for under subsection (b) of this Code section shall be made by delivering to the Secretary of State for filing a certificate of conversion and accompanying articles of incorporation that comply with Code Section 14-3-202. Such certificate shall set forth:
    1. The name and jurisdiction of the converting foreign corporation; provided, however, that the name of the converting foreign corporation shall meet the requirements of Code Section 14-3-401, including, but not limited to, situations when the name of the converting foreign corporation is unavailable for use in Georgia or the converting foreign corporation desires to change its name in connection with the conversion;
    2. A statement that the converting foreign corporation elects to become a corporation;
    3. If later than the date and time the certificate of conversion is filed, the effective date, or the effective date and time, of the conversion;
    4. A statement that the election has been approved as required by subsection (b) of this Code section; and
    5. A statement that the articles of incorporation accompanying the certificate:
      1. Are in the form required by Code Section 14-3-202;
      2. Set forth the name of the corporation that satisfies the requirements of Code Section 14-3-401; and
      3. Are the articles of incorporation of the corporation formed pursuant to such election unless and until modified in accordance with this chapter.
  4. Upon the conversion provided for in this Code section becoming effective:
    1. The converting foreign corporation shall become a corporation formed under this chapter, provided that the existence of the corporation so formed shall be deemed to have commenced on the date the converting foreign corporation commenced its existence in the jurisdiction in which such foreign corporation was first created, formed, or incorporated or otherwise came into being;
    2. The articles of incorporation filed with the certificate of conversion shall be the articles of incorporation of the corporation formed pursuant to such conversion unless and until amended in accordance with this chapter;
    3. The governing documents of the converting foreign corporation shall be of no further force or effect;
    4. The resulting corporation formed by such conversion shall retain all of the rights, privileges, immunities, franchises, and powers of the converting foreign corporation; all property, real, personal, and mixed; all contract rights; and all debts due to such converting foreign corporation, as well as all other choses in action; and each and every other interest of or belonging to or due to the converting foreign corporation shall be taken and deemed to be vested in the resulting corporation without further act or deed. The title to any real estate, or any interest therein, vested in the converting foreign corporation shall not revert or be in any way impaired, and none of such items shall be deemed to have been conveyed, transferred, or assigned for any purpose; and
    5. The resulting corporation shall thereupon and thereafter be responsible and liable for all the liabilities and obligations of the converting foreign corporation. Any claim existing or action or proceeding pending by or against such converting foreign corporation may be prosecuted as if such conversion had not become effective, and neither the rights of creditors nor any liens upon the property of the converting foreign corporation shall be impaired.
  5. A conversion pursuant to this Code section shall not be deemed to constitute a dissolution of the converting foreign corporation and shall constitute a continuation of the existence of the converting foreign corporation in the form of a corporation. A corporation formed by a conversion pursuant to this Code section shall for all purposes be deemed to be the same entity as the converting foreign corporation.
  6. A corporation formed pursuant to this Code section shall file a copy of its certificate of conversion, certified by the Secretary of State, in the office of the clerk of the superior court of the county where any real property owned by such corporation is located and record such certified copy of the certificate of conversion in the books kept by such clerk for recordation of deeds in such county with the converting foreign corporation indexed as the grantor and the resulting corporation indexed as the grantee. No real estate transfer tax under Code Section 48-6-1 shall be due with respect to the recordation of such certificate of conversion.

(Code 1981, §14-3-1120, enacted by Ga. L. 2017, p. 145, § 2-1/HB 87.)


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