How to Qualify a Foreign LLC in Georgia

Getting a foreign LLC qualification in Georgia is a strategic move for business expansion. In the guide below, we outline essential steps and offer valuable insights to help you navigate Georgia's thriving business landscape with confidence and success.

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Your business is growing, and you’re planning an expansion to other states. It’s a good problem to have!

But it’s not quite as simple as choosing another location. Because each state has different rules and requirements for business operations, you may need a “foreign qualification” in each state where you plan to do business.

It’s a common misconception that foreign qualification is only for businesses operating outside the U.S. But in this case, “foreign” refers to any business operating in a state that isn’t the state where the LLC was originally formed.

For example, if your LLC is registered in Florida and you are looking to open a second location in Georgia, you may need to complete a foreign qualification in Georgia before you can expand there.

Important Note: If you’d like to save time and have the foreign qualification paperwork taken care of for you, many of the best LLC services can handle this task for you.

What happens if I fail to foreign qualify before doing business in Georgia?

Foreign qualifying is essentially asking permission to do business in the state of Georgia. And the notion that “it’s easier to ask forgiveness than permission” doesn’t apply here. Failing to foreign qualify before starting a business in Georgia yields consequences that are far costlier than registering in the first place. If you fail to foreign qualify, your business:

  • Will be banned from maintaining an action, suit, or proceeding in a Georgia court
  • Can be stopped from doing business in the state by the attorney general
  • Will be liable for all fees and LLC taxes that would have been imposed (had it registered) during the time it’s been transacting business in Georgia
  • Will owe the state an additional $500 penalty unless you foreign qualify within 30 days of your first business transaction in Georgia

Transacting business without foreign qualifying will not, however, invalidate any of your existing contracts. It also will not prevent your LLC from defending an action, suit, or proceeding in Georgia courts.

Read it straight from the source in Georgia Code, Sec. 14-11-711.

What is considered “doing business” in Georgia?

We’ve established why you shouldn’t do business without a foreign qualification. But what exactly does it mean to “do business” in Georgia? Georgia law doesn’t provide many specifics, but we know from other state and tax laws that generally, you are considered to be “doing business” and required to foreign qualify if:

  • You maintain a physical presence in the state. This can mean anything from offices to stores to warehouses or other buildings.
  • Salespersons, agents, or representatives are operating on behalf of your LLC in the state.

Another important function of foreign qualification is tax notification. Depending on how your LLC is set up, you may owe annual business income taxes, and foreign qualifying lets Georgia know you’ll be paying them. If you don’t foreign qualify, you won’t be charged these taxes, and it could lead to larger penalties down the road. It’s important to always stay on top of your LLC’s taxation requirements to avoid any unwelcome surprises.

If you’re unsure whether or not you need to file for a foreign qualification in Georgia, we suggest seeking legal counsel.

Could I be exempt from foreign qualifying in Georgia?

The foreign qualification, however, isn’t a hard and fast rule for all LLCs performing any kind of action in Georgia. Certain actions do not qualify as “doing business” and therefore don’t require a foreign qualification. Some examples are:

  • Defending or maintaining any action or proceeding in a Georgia court
  • Holding meetings of membersmanagers, owners, shareholders, etc.
  • Having bank accounts in the state
  • Using independent contractors to sell products or services
  • Soliciting or procuring orders outside the state before they become contracts
  • Creating, acquiring, collecting, or securing debts
  • Owning, without more, real or personal property in the state
  • Transacting business in interstate or foreign commerce
  • Coordinating a single transaction, not in a series of similar transactions
  • Serving as a trustee, executor, administrator, or guardian
  • Owning or controlling a subsidiary transacting business in the state

For a more detailed list, see Georgia Code Sec. 14-11-702. You may not have to foreign qualify in Georgia if your LLC’s only business activities appear on the list. But while thorough, this list isn’t exhaustive, so if you’re even a little unsure, it’s best to seek legal counsel.

How to Foreign Qualify Your LLC in Georgia

Foreign qualification in Georgia is simple if you know where to find and send your forms. If you or your legal counsel has decided to foreign qualify your LLC in Georgia, you have a couple of options. First, you can file online, which is the more streamlined route. Go to the Secretary of State’s eCorp system and click “Online Services.” Input your information to create an account, and you’re on your way.

The second option is to file by mail. On the Secretary of State’s website, you’ll find the “Application for Certificate of Authority for Foreign LLC” document. Complete the form with all the necessary information, then mail it to:

Office of Secretary of State

Corporations Division

2 Martin Luther King Jr. Dr. SE

Suite 313 West Tower

Atlanta, Georgia 30334

Live in Atlanta? Want to personally watch a government employee accept your form? You can also hand-deliver it to the same address.

All three filing methods require a $225 fee, although if you file in person or via mail, you’ll need to add a $10 processing charge. Filing online, you will be prompted to pay using a credit or debit card. By mail or in person, include a check payable to the “Secretary of State.” All filing fees are non-refundable.

The Georgia Secretary of State’s office processes most documents within 5-7 days of receipt. If you’re in a hurry, they offer three different expedited processing options:

  • 2-Day Service: $100
  • Same-Day Service: $250
  • 1-Hour Service: $1,000

After your form is in and your fee is paid, sit back, take a deep breath, and pat yourself on the back. Your LLC is on its way to foreign qualification, and you’re embarking on another chapter in the life of your business.

To contact Georgia Secretary of State call: 404-656-2881

Name Requirements to Remember

Before registering your LLC’s true or alternate name, it’s a good idea to review the state’s business name requirements. As a reminder, your LLC name:

  • Must contain a term that signifies its business type, like “limited liability company,” “L.L.C.,” or “LLC”
  • Cannot use any of the following terms without written consent from the Office of Insurance and Safety Fire Commissioner: “insurance,” “assurance,” “surety,” “fidelity,” “reinsurance,” “reassurance,” or “indemnity”
  • Cannot use any of the following terms without written consent from the Department of Banking and Finance: “bank,” “banc,” “banque,” “banker,” “banking company,” “banking house,” “bancorp,” “bankruptcy,”  “credit union,” “savings & loan,” “trust,” or “trust company”
  • Cannot use either of the following terms without written consent from the Georgia Nonpublic Postsecondary Education Commission: “college” or “university”
  • Perform a Georgia LLC name search to make sure the name you want is available
  • You can also reserve your Georgia business name if you’re not quite ready to foreign qualify your LLC

Frequently Asked Questions

  • We think you should foreign qualify your LLC before you begin conducting business in a new state. If you don’t, your business could be subject to a broad range of fines and penalties for operating an LLC in a jurisdiction where you don’t have permission to do so.

  • You’ll typically need to wait roughly 7-10 business days for Georgia to process an online application, or 15+ days if you file by paper, according to the Secretary of State’s website.

  • Chances are, you’ll require at least one license or permit to operate your LLC in compliance with Georgia state law. Find more information about business licenses in this state, check out the Secretary of State’s Licensing page. Also, don’t forget that all businesses operating in Georgia need to obtain an operating license from the county or city in which they primarily operate.

  • Yes. Whether you operate a domestic or foreign LLC in this state, you are required to file a Georgia LLC annual registration.

  • The overall costs of operating a Georgia LLC can vary considerably based on the specifics of your business. However, we created a helpful guide to help you identify and plan for every expense your LLC will face in this state.

  • The answer to this question lies in your personal preferences, but we can give some general pointers. An attorney will cost the most by a mile, but also provides expertise you won’t find with the other options. The DIY route is free of charge but can require quite a bit of legwork and provides no peace of mind that the process is being completed correctly.

    Using an LLC service means your business will be foreign qualified by professionals who know what they’re doing, while also costing significantly less than a lawyer. This “best of both worlds” attribute is what makes LLC services our preferred option.

  • Using an online LLC service removes much of the hassle from the foreign qualification process. With these services, all you need to do is provide them with the name, location, and industry your business operates in, along with some info about yourself and your registered agent.

    The service then registers your Certificate of Authority (or similarly named document) with the state to qualify your LLC to do business there.

Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

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Written by Team ZenBusiness

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