Do I Have To Register My Foreign Llc In Georgia

Your business concern is growing, and you're planning an expansion to other states. It'south a skilful problem to accept!

Simply it's not quite equally simple as choosing another location. Considering each state has unlike rules and requirements for business concern operations, you may need a "foreign qualification" in each state you programme to do concern.

It's a common misconception that foreign qualification is but for businesses operating outside the U.South. Just in this case, "strange" refers to any business operating in a country that isn't the state where the LLC was originally formed.

For example, if your LLC is registered in Washington and you are looking to open a second location in Georgia, you may demand to consummate a foreign qualification in Georgia before you can aggrandize there.

Of import Annotation: If yous'd like to relieve fourth dimension and have the foreign qualification paperwork taken care of for you, look into a reliable online service similar Northwest Registered Agent.

What happens if I fail to foreign qualify before doing business in Georgia?

Foreign qualifying is essentially asking permission to do business in the state of Georgia. And the notion that "it's easier to ask forgiveness than permission" doesn't apply here. Declining to foreign authorize before starting a business concern in Georgia yields consequences that are far costlier than registering in the commencement identify. If you lot fail to foreign qualify, your business organization:

Will exist banned from maintaining an activeness, conform, or proceeding in a Georgia courtroom
Can be stopped from doing business in the land by the chaser general
Will be liable for all fees that would take been imposed (had it registered) during the fourth dimension it's been transacting business concern in Georgia
Volition owe the state an additional $500 penalisation unless you foreign qualify within xxx days of your get-go business transaction in Georgia

Transacting business without foreign qualifying will not, all the same, invalidate whatsoever of your existing contracts. It also will not forestall your LLC from defending an action, suit, or proceeding in Georgia courts.

Read it straight from the source in Georgia Code, Sec. 14-11-711.

What is considered "doing business" in Georgia?

We've established why yous shouldn't practise business without a foreign qualification. Simply what exactly does it mean to "do business" in Georgia? Georgia police force doesn't provide many specifics, but we know from other state and revenue enhancement laws that more often than not, y'all are considered to be "doing business" and required to strange authorize if:

Y'all maintain a physical presence in the state. This tin mean anything from offices to stores to warehouses or other buildings.
Salespersons, agents, or representatives are operating on behalf of your LLC in the land.

Another important office of foreign qualification is taxation notification. Depending on how your LLC is set upwards, you lot may owe almanac business organisation income taxes, and strange qualifying lets Georgia know you lot'll exist paying them. If you don't foreign qualify, you lot won't exist charged these taxes and it could lead to larger penalties downwardly the route.

If you're unsure whether or not y'all need to file for strange qualification in Georgia, we propose seeking legal counsel.

Could I be exempt from foreign qualifying in Georgia?

The foreign qualification, however, isn't a hard and fast rule for all LLCs performing whatever kind of activity in Georgia. Certain actions do non qualify as "doing business" and therefore don't require a foreign qualification. Some examples are:

Defending or maintaining whatsoever action or proceeding in a Georgia court
Holding meetings of members, managers, owners, shareholders, etc.
Having depository financial institution accounts in the state
Using independent contractors to sell products or services
Soliciting or procuring orders exterior the state before they go contracts
Creating, acquiring, collecting, or securing debts
Owning, without more than, existent or personal property in the state
Transacting concern in interstate or strange commerce
Coordinating a single transaction, not in a series of similar transactions
Serving as a trustee, executor, administrator, or guardian
Owning or controlling a subsidiary transacting concern in the state

For a more than detailed list, see Georgia Code Sec. 14-11-702. You may not have to foreign authorize in Georgia if your LLC'south only business activities appear on the list. Only while thorough, this list isn't exhaustive, so if you lot're even a fiddling unsure, it'due south best to seek legal counsel.

How to Foreign Qualify your LLC in Georgia

Foreign qualification in Georgia is simple if you know where to find and send your forms. If you or your legal counsel has decided to foreign qualify your LLC in Georgia, you take a couple of options. First, you can file online, which is the more streamlined road. Go to the Secretary of State'south eCorp organisation and click "Online Services." Input your data to create an account, and you're on your way.

The second option is to file by postal service. On the Southward.O.Southward. "Create or Register a New Entity" page, you'll find the "Application for Certificate of Authority for Foreign LLC" document. Complete the form with all the necessary information, then mail it to:

Office of Secretarial assistant of State

Corporations Sectionalization

2 Martin Luther King Jr. Dr. SE

Suite 313 W Tower

Atlanta, Georgia 30334

Live in Atlanta? Want to personally lookout man a government employee accept your form? Yous tin can also hand deliver it to the same accost.

All 3 filing methods crave a $225 fee. Filing online, you will be prompted to pay using a credit or debit menu. By postal service or in person, include a check payable to "Secretary of State." All filing fees are not-refundable.

The Georgia Secretary of State's office processes most documents within 5-7 days of receipt. If you're in a hurry, they offer iii different expedited processing options:

2-Solar day Service: $100
Same Solar day Service: $250
One 60 minutes Service: $one,000

Afterwards your form is in and your fee is paid, sit dorsum, have a deep breath, and pat yourself on the back. Your LLC is on its mode to strange qualification and you're embarking on some other affiliate in the life of your business concern.

Name Requirements to Remember

Before registering your LLC truthful or alternate name, it's a good idea to review the state's business proper noun requirements. As a reminder, your LLC proper name:

Must comprise a term that signifies its concern type, like "limited liability visitor," "L.Fifty.C.," or "LLC"
Cannot use whatever of the following terms without written consent from the Office of Insurance and Safety Fire Commissioner: "insurance," "balls," "surety," "fidelity," "reinsurance," "reassurance," or "indemnity"
Cannot employ whatever of the following terms without written consent from the Department of Banking and Finance: "bank," "banc," "banque," "banker," "depository financial institution," "banking business firm," "bancorp," "bankruptcy," "credit union," "savings & loan," "trust," or "trust company"
Cannot use any of the post-obit terms without written consent from the Georgia Nonpublic Postsecondary Pedagogy Commission: "higher" or "university"

Demand to save time?

Allow'due south face up information technology, there's never enough time in the day, especially when you're running a company. And properly registering your LLC in Georgia involves research and time, time that you could exist using to continue growing your business.

If the idea of paperwork, fees and state correspondence makes your head spin, consider using a service like Northwest Registered Agent to strange qualify your business. Services like Northwest ensure that your forms are filed correctly and on-fourth dimension, potentially saving you thousands of dollars in penalties, not to mention a bunch of fourth dimension and stress.

And as a bonus, they include a free registered agent service for 1 year to go on your business compliant and in good standing with the country of Georgia. For a $100 service fee, they'll handle that paperwork so you don't have to.