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Subject 590-7-22 LIMITED LIABILITY COMPANIES - ANNUAL REGISTRATIONS

Rule 590-7-22-.01 Annual Registration Processing

The Secretary of State or his or her agent shall receive the incoming annual registrations. It is the responsibility of the Corporations Division of the Office of Secretary of State to promptly process and record the filing of annual registrations pursuant to the Code. The Division may designate an agent or agents to assist in the administrative duties concerning annual registrations.

Rule 590-7-22-.02 New Registration Filings

A newly formed domestic limited liability company or a newly qualified foreign limited liability company shall file an annual registration with the Secretary of State on a form provided by the Secretary and pay the fee stated in the Code between January 1 and April 1 of the year following the calendar year of the new registration filing.

Rule 590-7-22-.03 Annual Registration Filings

Each limited liability company registered to do business in this State shall, between January 1 and April 1 of each year, file an annual registration with the Secretary of State. This annual registration shall be on forms provided by the Secretary of State, shall contain the information required to be on an annual registration as stated in the Code, and shall include the payment of the fee and penalties set forth in the Code and fee schedule maintained by the Secretary of State. The Secretary of State may provide for the electronic filing of annual registrations.

Rule 590-7-22-.04 Depository

The Secretary of State may designate a depository for receipt of annual registration filings and fees on an annual basis, in accordance with the criteria developed and administered by the Department of Administrative Services (DOAS). The depository may perform certain ministerial services on behalf of the Secretary of State in order to fulfill depository functions as set forth by DOAS and these Rules. The selected depository shall enter into an agreement with the Secretary of State that any goods and services provided the Division under the agreement will be subject to the appropriate purchasing procedures and any relevant state laws.

Rule 590-7-22-.05 Annual Registration Notifications

(1) Form. The Secretary of State shall design the annual registration form. This form shall contain specific filing instructions.
(2) Distribution. The Secretary of State or his or her agent shall prepare and send the annual registration notices to registered limited liability companies.
(3) Notification. All active limited liability companies will be sent an annual registration notification as soon as possible after January 1 of each year. Annual registration notices may be sent by mail or by electronic methods, such as email. Annual registration notices will not be forwarded to those limited liability companies that have been withdrawn, revoked, terminated, or dissolved. Annual registration notices will not be forwarded to those active limited liability companies that failed to maintain a valid mailing address on file with the Secretary of State.

Rule 590-7-22-.06 Annual Registration Updating

The Division may update the annual registration data or employ the services of an outside contractor to update the annual registration data. If the form is not properly signed the Secretary of State is authorized to accept the filing and allow the signature on the check used to pay the fee to verify the existence of the facts on the form. Unless otherwise indicated, the signature on the annual registration form shall be deemed to be the signature of person authorized to sign the form by the filing limited liability company. The Secretary of State is authorized to enter into a contract or agreement to provide for the updating of annual registration information.

Rule 590-7-22-.07 Retention of Annual Registration

The Secretary of State shall maintain all filed annual registrations for a period of five (5) years.

Rule 590-7-22-.08 Failure to File Annual Registration

A limited liability company that is on file with the Secretary of State or authorized to transact business in this State that fails to file its annual registration with the correct fee may be subjected to administrative dissolution or revocation in accordance with the provisions of Title 14 of the Official Code of Georgia Annotated.

Rule 590-7-22-.09 Extensions of Filing Time

The Secretary of State may extend the time of filing of the annual registration if he or she determines that it is in the public interest to do so and if additional time is needed to complete the updating of the limited liability company information and payment records of the limited liability company. In the event an order is issued regarding such extension, the Secretary of State is authorized to issue certificates of existence on those limited liability companies that are current through the preceding year.

Rule 590-7-22-.10 Valid Period of Annual Registration

(1) Notwithstanding any other law or rule to the contrary, each domestic limited liability company and foreign limited liability company may file an annual registration to be valid for a period up to and including three calendar years.
(2) On an annual registration, each domestic limited liability company or foreign limited liability company shall designate a period of one year, two years, or three years as the valid annual registration period of said annual registration filing. The annual registration filing shall be accompanied by the payment of the fee and penalties set forth in the Code and the fee schedule maintained by the Secretary of State for each calendar year included in the designated annual registration period.
(3) A limited liability company's next annual registration is due between January 1 and April 1 of the first calendar year following the end of the designated annual registration period in its most recent annual registration filing. For any limited liability company that reinstates following administrative dissolution, its next annual registration is due between January 1 and April 1 of the first calendar year following its reinstatement.
(4) If changes need to be made to a limited liability company's principal office address, registered agent, and/or registered office information on file with the Secretary of State prior to the next annual registration being due, then an amended annual registration shall be filed with the Secretary of State. The payment of the fee for an amended annual registration filing as set forth in the Code and the fee schedule maintained by the Secretary of State must accompany any such filing.
(5) Annual registration fees will not be refunded if a limited liability company is terminated, dissolved, merged out of existence, withdrawn, administratively dissolved, or revoked prior to the end of an annual registration period.