Is an out-of-state LLC required to file with the state of Georgia?

Sometimes.  An LLC incorporated in another state, a “foreign” corporation under Georgia law, should review the provisions of O.C.G.A. 14-2-1501 (profit) or O.C.G.A. 14-3-1501 (non-profit).  These laws provide that a “foreign corporation may not transact business in this state until it obtains a certificate of authority from the State.”

 

However, each statute lists a number of activities that “do not constitute transacting business.”  Thus, if a company’s business in Georgia falls into one of these categories, it is not required to file with the State.  The burden is on the corporation to determine whether or not it should file.  A corporation that is uncertain about this question should consult its legal counsel.  A corporation that decides that it should file is required to do so within 30 days of commencing business in Georgia.

 

FAQs - LLC

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