Subject 590-7-21 LIMITED LIABILITY COMPANIES - FILING OF DOCUMENTS
| (1) |
The filing of documents by a domestic or
foreign limited liability company 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 electronic
transmission in the manner authorized by the Division on its website. |
|
| (2) |
Documents filed with 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. |
All articles of organization filed with the Secretary of
State shall include a transmittal information form as prescribed by the
Secretary of State in compliance with the Code. Information contained on the
form shall be entered into the automated database maintained by the Secretary
of State. The Secretary of State or his or her staff 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 articles of organization on file with the Secretary
of State, including articles that are filed as part of a certificate of
conversion.
| (1) |
Correct mailing address. The
applicant shall provide the Secretary of State with a correct mailing address
of the limited liability company's principal place of business, which may be a
post office box or street address. |
| (2) |
Registered office address.
The applicant shall also provide the Secretary of State with the street address
of the registered office where service of process may be effectuated. This
address may not be a post office box, post office drawer, mail drop, or rural
route. |
| (3) |
County of
registered office. The applicant shall provide to the Secretary of State
the name of the county of the registered office. |
| (4) |
Registered agent. The legal
name of the registered agent at the registered office of the limited liability
company shall be provided to the Secretary of State. Consent of the registered
agent to his or her appointment as registered agent is not required. |
| (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
days (60) of the date of the Deficient Document Notice, the filing will be
deemed abandoned. After a filing is deemed abandoned, a new filing, including
the payment of filing fees and any penalties, will be required. |
| (1) |
The Secretary of State shall endorse all
amendments, mergers, and other subsequent filings with a stamp certificate
acknowledging the filing and stating the time and date of such
filings. |
| (2) |
All amendments and
subsequent filings shall include the control number of the limited liability
company, the date of its original formation or registration, and any fees
required by law and the fee schedule maintained by the Secretary of
State. |
The Secretary of State shall not accept for filing any
operating agreement of any limited liability company, whether domestic or
foreign.
| (1) |
Initial Qualification.
| (a) |
A foreign limited liability company
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 of certificate of authority form, as prescribed by
the Secretary of State, and the payment of fees and penalties as set forth in
the Code and the fee schedule published by the Secretary of State. A foreign
limited liability company 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
14-11-702,
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 Secretary of State. |
|
| (2) |
Time period for qualification;
penalties. A foreign limited liability company may not transact business
in this state until it obtains a certificate of authority from the Secretary of
State. If a foreign limited liability company does not obtain said certificate
within 30 days of the commencement of business in Georgia, it shall be liable
for a civil penalty of $500.00, in addition to all fees and/or penalties which
would have been imposed if the foreign limited liability company had registered
as required. |
| (3) |
Subsequent
Filings.
| (a) |
Each foreign limited
liability company 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 or active status in Georgia. Such
limited liability company is required to file an annual registration in Georgia
between January 1 and April 1 of each year, or such other date as the Secretary
of State may specify by rules or regulations. A foreign limited liability
company is not required to file an annual registration during the year it
initially qualifies to transact business in the State of Georgia. |
| (b) |
Foreign limited liability company
documents which reflect a change of name, change in the state of formation, or
withdrawal from doing business in this state must be filed with the Secretary
of State. All other limited liability company 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 liability company, by filing its application
for authority, under takes to promptly provide such filings to the Secretary of
State upon request. |
|
| (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. |
