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Subject 590-7-4 CORPORATIONS - ANNUAL REGISTRATION

Rule 590-7-4-.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 Division 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 590-7-4-.02 New Registration Filings

(1) Domestic Corporations. A newly formed domestic corporation shall file an initial annual registration on a form provided by the Commissioner and shall pay the fee required by the Code within 90 days after its articles of incorporation are filed or become effective. If the articles of incorporation are delivered for filing subsequent to October 1, the initial annual registration shall be filed between January 1 and April 1 of the year next succeeding the calendar year in which the certificate of incorporation is issued. A certificate of existence for the newly formed corporation may be issued by the Commissioner from the date of incorporation until the date that the 90 day initial annual registration is due to be filed.
(2) Foreign Corporations. A newly qualified foreign corporation shall file an annual registration with the Commissioner on a form provided by the Commissioner, and pay the fee and penalties set forth in the Code, between January 1 and April 1 of the year following the calendar year of the new registration filing.

Rule 590-7-4-.03 Annual Registration Filings

(1) Each corporation that is on file with the Secretary of State and registered to do business in this state shall, between January 1 and April 1 of each year, file an annual registration with the Commissioner. This annual registration must be on forms provided by the Commissioner and shall include the payment of the fee and penalties set forth in the Code and fee schedule maintained by the Commissioner. The Commissioner may provide for the electronic filing of annual registrations.
(2) The annual registration is due as of January 1 of any calendar year in which a corporation exists or is qualified to transact business in the State of Georgia. The annual registration may be paid between January 1 and April 1 of said calendar year.
(3) Any corporation that applies for voluntary dissolution, withdrawal, or merger out of existence between January 1 and April 1 of any year must file an annual registration for that calendar year and pay the required fee as stated in Rule 590-7-7-.01.

Rule 590-7-4-.04 Depository

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

Rule 590-7-4-.05 Valid Period of Annual Registration

(1) Notwithstanding any other law or rule to the contrary, each domestic corporation and foreign corporation 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 corporation or foreign corporation 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 corporation'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 corporation 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 corporation's principal office address, officer, 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 corporation is dissolved, merged out of existence, withdrawn, administratively dissolved, or revoked prior to the end of an annual registration period.

Rule 590-7-4-.06 Annual Registration Notifications

(1) Form. The Commissioner shall design the annual registration form. This form must be functional and contain specific filing instructions.
(2) Distribution. The Commissioner or his or her agent shall prepare and send the annual registration notices to registered corporations.
(3) Notification. All active corporations on file with the Secretary of State 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 corporations that have been dissolved, merged out of existence, withdrawn, or revoked. Annual registration notices will not be forwarded to those active corporations that failed to maintain a valid mailing address on file with the Secretary of State.

Rule 590-7-4-.07 [Repealed]

Rule 590-7-4-.08 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 Commissioner 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 an authorized corporate officer. The Secretary of State is authorized to enter into a contract or agreement to provide for the updating of annual registration information.

Rule 590-7-4-.09 Retention of Annual Registrations

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

Rule 590-7-4-.10 Failure to File Annual Registration

A corporation 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 590-7-4-.11 Extensions of Filing Time

The Commissioner 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 corporate information and payment records of the corporation. In the event an order is issued setting forth such extension, the Commissioner is authorized to issue certificates of existence on those corporations that are current through the preceding year.