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Rules and Regulations of the State of Georgia
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Subject 590-7-3 CORPORATIONS - FILING OF DOCUMENTS

Rule 590-7-3-.01 Filing of Documents

(1) The filing of the documents by a domestic or foreign corporation shall be made with the Commissioner 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 at the office of the Commissioner 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) Articles of incorporation and the transmittal information form may be signed by legal counsel on behalf of the corporation or the incorporators.

Rule 590-7-3-.02 Transmittal Information Form

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 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 articles of incorporation on file with the Commissioner, including articles of incorporation that are filed as part of a certificate of conversion.

Rule 590-7-3-.03 Repealed

Rule 590-7-3-.04 [Repealed]

Rule 590-7-3-.05 Additional Information

(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 registered office.
(4) Registered Agent. The legal name of the 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.

Rule 590-7-3-.06 Returned Documents

(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 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 590-7-3-.07 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 590-7-3-.08 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 charter or control number of the corporation, the date of its original incorporation, and any fees required by law and the fee schedule maintained by the Secretary of State.

Rule 590-7-3-.09 Foreign Corporations

(1) Initial Qualification.
(a) No foreign corporation shall have the right to transact business in this State until it procures a certificate of authority to do so from the Commissioner. This certificate may be procured by the filing of the application of certificate of authority form, as prescribed by the Secretary of State, a certificate of existence or a document of similar import issued by the foreign corporation's state of incorporation satisfactory to the Commissioner, and the payment of fees and penalties as set forth in the Code and the fee schedule published by the Commissioner
(b) The application for certificate of authority form, as prescribed by the Commissioner, shall contain the information required by O.C.G.A. Sections 14-2-1503 and 14-3-1503, 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.
(c) Any certificate of existence, authentication of record, or document of similar import issued by a foreign corporation's home state which is required by the Code or the rules to be filed with the Commissioner shall be dated or issued within ninety (90) days prior to the date of filing the application for certificate of authority with the Commissioner.
(2) Subsequent Filings.
(a) Each foreign corporation 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 the corporation's status in Georgia. Such corporation 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 corporation is not required to file an annual registration during the year it initially qualifies to transact business in the State of Georgia. Corporation action resulting in a change of the corporate name, change in the state of incorporation, or withdrawal from doing business in this State must be filed directly with the Commissioner. All other corporate actions requiring filings will be deemed to be filed with the Commissioner if properly filed in the state of incorporation. The foreign corporation, by filing its application for authority, undertakes to promptly provide such filings to the Commissioner upon request.
(b) Any certificate of existence, authentication of record, or document of similar import issued by a foreign corporation's home state which is required by the Code or the rules to be filed with the Commissioner shall be dated or issued within ninety (90) days prior to the date of said filing in Georgia.
(3) Time period for qualification; penalties. A foreign 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.

Rule 590-7-3-.10 Officers of Foreign Corporations

The application for certificate of authority form will provide for the listing of the chief executive officer, chief financial officer, and secretary, or individuals holding similar positions, of the foreign corporations seeking to obtain a certificate of authority. Additional officers may be filed by attaching an addendum to the application form. Up to three officers will be entered into the corporate database. The names and addresses of any additional officers 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.