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Rules and Regulations of the State of Georgia
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Subject 590-7-12 LIMITED PARTNERSHIPS - FILING OF DOCUMENTS

Rule 590-7-12-.01 Filing of Documents

(1) The filing of documents by a domestic or foreign limited partnership shall be made with the Secretary of State in the following manner:
(a) By mailing the required documents and fees to the Secretary of State at 2 Martin Luther King Jr. Drive, Suite 313 West Tower, Atlanta, Georgia 30334;
(b) By delivering the required documents and fees to the Secretary of State at the address referred to in subparagraph (a) above; or
(c) By electric transmission in the manner authorized by the Division on its website.
(2) Documents filed at the office of the Secretary of State shall be processed in time receipt order. Expedited processing of filings may be requested.
(3) The documents presented for filing shall be written in English, shall be of sufficient quality for legible reproduction by microfilm and shall be typed or printed on white, letter-size (8 1/2" x 11") paper in black or blue ink only.
(4) The certificate of limited partnership and the transmittal information form may be signed by legal counsel on behalf of the limited partnership. The Secretary of State may require documents to be filed establishing a power of attorney or attorney in fact pursuant to O.C.G.A. Section 14-9-204(b).

Rule 590-7-12-.02 Transmittal Information Form

All certificates of limited partnership shall include a transmittal information form as prescribed by the Secretary of State. Information contained on the form shall be used by the Secretary of State for entry into the automated database. The Secretary of State or his or her staff shall enter the information contained on the form and shall not be responsible for any errors or omissions on said form. The form shall be attached to and made a part of the original certificate of limited partnership on file with the Secretary of State, including a certificate of limited partnership that is filed as part of a certificate of conversion.

Rule 590-7-12-.03 Repealed

Rule 590-7-12-.04 Additional Information

(1) Correct mailing address. The applicant shall provide the Secretary of State with a correct mailing address, which may be a post office box or street address.
(2) Registered office address. The applicant shall also provide the Secretary of State with a registered office address where service of process may be effectuated.
(3) County of initial registered office. The applicant shall include the name of the County of the initial registered office.
(4) Names and addresses of general partners. Subject to the requirements of O.C.G.A. Section 14-9-201, the certificate of limited partnership shall set forth the name, business address, and signature of each general partner.
(5) Consent of Registered Agent. The initial registered agent must consent to appointment as limited partnership registered agent. If the registered agent and applicant is the same person or entity, the signature of the applicant shall constitute consent to serve as registered agent.

Rule 590-7-12-.05 Returned Documents

(1) Documents must be complete. The Secretary of State may return any documents that are not complete and appropriate for filing as prescribed by the Code and the rules promulgated thereunder. The returned documents will be accompanied by a Deficient Document Notice explaining the deficiency and an acknowledgement of receipt by the Secretary of State of the filing fee.
(2) Filing date. The documents may be corrected by the applicant and returned to the Secretary of State for processing. The applicant must attach to the corrected and returned documents the Deficient Document Notice issued by the Secretary of State. If the documents are returned to the Secretary of State by the applicant within thirty (30) days of the date of the Deficient Document Notice, the filing date will be the date the filing was initially received by the Secretary of State.
(3) Abandoned filings. If the filing is not returned to and received by the Secretary of State within sixty (60) days of the date of the Deficient Document Notice, it will be deemed abandoned, and all records pertaining to the filing will be destroyed by the Secretary of State. After a filing is deemed abandoned, a new filing, including the payment of filing fees and any penalties, will be required to complete the filing.

Rule 590-7-12-.06 Preclearance

(1) Documents may be submitted to the Secretary of State for preclearance examination. The purpose of preclearance examination is to confirm that the proposed document conforms to the filing provisions of the Code prior to the actual submittal of the document for filing with the Secretary of State.
(2) Preclearance is available for any document required or permitted to be filed with the Secretary of State pursuant to Title 14 of the Official Code of Georgia Annotated, as amended.
(3) The fee for preclearance is set forth on the fee schedule maintained by the Secretary of State. The preclearance of a document may be expedited.
(4) Preclearance of documents does not reserve an entity name.

Rule 590-7-12-.07 Amendments and Other Subsequent Filings

(1) The Secretary of State shall endorse all amendments, mergers, cancellations, and other subsequent filings with a stamp certificate acknowledging the filing and stating the time and date of such filings. Amendments and other subsequent filings must be executed in accordance with the Code.
(2) All amendments and subsequent filings shall include the charter or control number of the limited partnership and the date of its original application.
(3) Mergers between corporations and limited partnerships will not be accepted unless authorized by law.
(4) All amendments and subsequent filings must include the fees required by law and the fee schedule maintained by the Secretary of State.

Rule 590-7-12-.08 Foreign Limited Partnerships

(1) Initial qualification.
(a) A foreign limited partnership transacting business in this State shall procure a certificate of authority to do so from the Secretary of State. This certificate may be procured by the filing of the application for certificate of authority form for foreign limited partnerships, as prescribed by the Secretary of State, and the payment of the fees as set forth in the fee schedule published by the Secretary of State. A foreign limited partnership does not have to file a certified certificate of existence from its home state in order to obtain a certificate of authority in Georgia.
(b) The application for certificate of authority form, as prescribed by the Secretary of State, shall contain the information required by O.C.G.A. Section 14-9-902 and any other information necessary to determine whether the applicant is subject to any fees or penalties imposed by the Code or the fee schedule published by the Commissioner.
(2) Subsequent filings. Each foreign limited partnership qualified to do business in this State shall maintain its qualification in its home state. All filings required by such state must be current in order to maintain good standing of active status in Georgia. Such limited partnership is required to file an annual registration in Georgia between January 1 and April 1 of each year. Limited partnership action resulting in a change of the limited partnership name, change in the state of formation, or withdrawal from doing business in this State must be filed directly with the Secretary of State. All other limited partnership actions requiring filings will be deemed to be filed with the Secretary of State if properly filed in the state of formation. The foreign limited partnership, by filing its application for authority, undertakes to promptly provide such filings to the Secretary of State upon request.
(3) Time period for qualification; penalties. A foreign limited partnership may not transact business in this state until it obtains a certificate of authority from the Secretary of State. If a foreign limited partnership does not obtain said certificate within 30 days of the commencement of business in Georgia, the foreign limited partnership shall be liable for the civil penalty set forth in the Code, in addition to any other fees and/or penalties which may be assessed for transacting business in this state without a certificate of authority.