Subject 590-7-3 ARTICLES OF INCORPORATION
|(1)|| The filing of the articles of
incorporation shall be made with the Commissioner in the following manner:
|(2)||Documents filed at the office of the Commissioner shall be processed in time receipt order. In the event of a compelling need, an expedited review 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)||Articles of incorporation and the transmittal information form may be signed by legal counsel on behalf of the corporation or the incorporators.|
All articles of incorporation shall include a transmittal information form as prescribed by the Commissioner. Information contained on the form shall be used by the Commissioner for entry into the automated database. The Commissioner or his 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 articles of incorporation on file with the Commissioner.
The applicant must provide the Commissioner with a certificate or certification of the availability of the corporate name. The Commissioner may accept a certification, verification, or confirmation number in lieu of a name certificate, provided the Commissioner's records reveal that the name was reserved by the applicant.
|(1)||Correct mailing address. The applicant shall provide the Commissioner 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 Commissioner 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, or rural route, unless the address is also accompanied with additional information regarding the exact location of the registered office.|
|(3)||County of initial registered office. The applicant shall include the name of the County of the initial registered office.|
|(5)||Registered Agent. The name of the initial registered agent at the registered office of the corporation shall be included in the Articles of Incorporation. Consent of the agent to his appointment as registered agent is not required.|
|(1)||Documents must be complete. The Commissioner 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 Commissioner for processing. The applicant must attach to the corrected and returned documents the Deficient Document Notice issued by the Commissioner. If the documents are returned to the Commissioner 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 Commissioner.|
|(3)||Abandoned filings. If the filing is not returned to and received by the Commissioner within sixty days (60) of initial receipt, the filing will be deemed abandoned. After a filing is deemed abandoned, a new filing, including the payment of filing fees, will be required.|
|(1)||The Secretary of State shall endorse all amendments, mergers, consolidations, resolutions, 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 charter number of the corporation and the date of its original incorporation.|
|(3)||Time period for qualification; penalties. A profit or nonprofit corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State. If a foreign profit corporation does not obtain said certificate within 30 days of the commencement of business in Georgia, the foreign profit corporation shall be liable for a civil penalty of $500, in addition to any other fees and/or penalties which may be assessed for transacting business in this state without a certificate of authority.|
The application for certificate of authority form will provide for the listing of up to three officers and three directors of foreign corporations seeking to obtain a certificate of authority. Additional officers and directors may be filed by attaching an addendum to the application form. Up to three officers and/or directors will be entered into the corporate database, along with a designation indicating the existence of additional officers and/or directors. The names and addresses of any additional officials of the foreign corporation will be available upon request and payment of applicable fees for research requests as established by the fee schedule published and maintained by the Secretary of State.