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Rules and Regulations of the State of Georgia
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Subject 590-7-21 LIMITED LIABILITY COMPANIES - FILING OF DOCUMENTS

Rule 590-7-21-.01 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.

Rule 590-7-21-.02 Transmittal Information Form

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.

Rule 590-7-21-.03 Additional Information

(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.

Rule 590-7-21-.04 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 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.

Rule 590-7-21-.05 Amendments and Other Subsequent Filings

(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.

Rule 590-7-21-.06 Operating Agreement

The Secretary of State shall not accept for filing any operating agreement of any limited liability company, whether domestic or foreign.

Rule 590-7-21-.07 Foreign Limited Liability Companies

(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.

Rule 590-7-21-.08 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.