Form a Foreign LLC in Georgia – Georgia Application for Certificate of Authority For Foreign Limited Liability Company (Form 241)

The Georgia Application for Certificate of Authority For Foreign Limited Liability Company (Form 241) is an application that must be submitted to and approved by the Georgia Secretary of State Corporations Division before a Limited Liability Company, formed in another state or country, may legally operate in the State of Georgia. This application will need to be submitted by an Authorized Representative of the foreign Limited Liability Company seeking a Certificate of Authority to operate in this state. An Authorized Representative may be an Attorney in Fact, Manager, Director, Member, or other party approved to file such an application by the governing powers of the foreign Limited Liability Company.

The Filing Fee for the Georgia Application for Certificate of Authority for Foreign Limited Liability Company is $225.00. If filed by mail, courier, or in person this will be payable with a check made out to “Secretary of State.” If you are filing online, this may be paid with a credit card (American Express, Discover, Mastercard, Visa). Normally it will take five to ten business days to process this application. This may vary significantly during periods of time when the office has a heavy workload. If you wish to expedite the application process you may do so upon request. Each level of Expedited Service will need an additional payment. One Hour Expedited Service will require an additional payment of $1,000.00. Same Day Expedited Service will require an additional payment of $250.00. Finally, Two Business Day Expedited Service will require an additional payment of $100.00. Expediting is an optional service and is not necessarily required in all cases for a successful filing of this application

How To File Electronically

Step 1 – Go to the Georgia Secretary of State Corporations Division Ecorp site here: https://ecorp.sos.ga.gov/Account. Then enter your Username and Password in the fields provided and select the button labeled Log In.

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Step 2 – Select the button labeled “Create or Register a Business.”

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Step 3 – Select the radio button labeled “I am registering a foreign (non-Georgia) business that is in good standing in its place of formation.” This will generate a drop down list to define the business being registered.

Step 4 – In the field labeled “Business Types,” select “Foreign Limited Liability Company” from the drop down list. This will generate the appropriate fields to report information to the Georgia Secretary of State.

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Step 5 – In the heading labeled “Business Name,” select the first radio button if you have Reserved the Name of the foreign Limited Liability Company or select the second radio button if you have not made a reservation. For our purposes select the radio button labeled “No.”

Step 6 – Enter the Requested Business Name in the first field, then enter a second and third choice of alternate Names should the first one be unavailable in the State of Georgia.

Step 7 – Next, in the “Business Purpose” section use the fields labeled “NAICS Code” and “NAICS sub-code” to indicate the purpose of the business by selecting the appropriate NAICS Code to define the foreign Limited Liability Company. Note: If you choose “Any legal purpose” in the first field, the second field will be removed and you will not be able to further define the purpose.

Step 8 – The section labeled “Formation State” will have the default location of “Georgia” present. This may not be changed.

Step 9 – The section labeled Principal Office Address will require the Complete Address of the foreign Limited Liability Company’s Principal Office (sometimes referred to as an Executive Office or Headquarters) to be entered using the “Street Address 1,” “Street Address 2,” “City,” State,” “Country,” and “Zip Code” fields.

Step 10 – If the foreign Limited Liability Company keeps its records at the Principal Office Address previously listed, then select the check box labeled “Same as Principal Office Address” in the “Records Address” section. If not, you must enter the Physical Location where the foreign Limited Liability Company’s Business Records are stored using the fields provided (Street Address 1 and Street Address 2, City, State, Country, and Zip Code). Once you have entered all the information required on this page, select the button labeled “Continue.”

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Step 11 – In the “Business Email,” type the Primary Email Address used by the filing entity in the text box labeled “Primary Email Address.” Then re-type this Email Address in the text box labeled “Confirm Email Address.” If you wish, you may report a second Email Address in the text box labeled “Secondary Email Address.”

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Step 12 – Next, in the “Registered Agent Information” section, locate the text field labeled “Registered Agent Name.” Here, you must enter the Full Name of the Georgia Registered Agent obtained by the foreign Limited Liability Company. Once you have entered this information select the button labeled as “Search.”

Step 13 – A table of Georgia Registered Agents will appear, select your Georgia Registered Agent from this table by clicking on his/her/its Name and selecting “OK.” You may perform partial searches in this field for more results, if necessary. The selected Georgia Registered Agent will appear in a table below this section.

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 Step 14 – The “Manager Information” section will require you to report all the Managers of the applying foreign Limited Liability Company. First select the type of entity serving as the Manager you are reporting, in the field labeled “Principal Type,” by choosing either “Individual” or “Business.” If you choose “Individual,” this section will populate with the Name fields: First Name, Last Name, Middle Name, Suffix, and Title. If you choose “Business,” the Name fields will consist of “Business Name” and “Title.” Choose the entity type that describes the Manager being reported and enter the Full Name of this party.

Step 15 – Next, use the “Street Address 1,” “Street Address 2,” “City,” State,” “Country,” and “Zip Code” fields to report the Manager’s Address. Once you have entered the Name and Address of a Manager, select the button labeled “Save.” This will populate the table at the bottom of this section so that you may view, edit, or delete the entry. You may enter the information for as many Managers as you like but you must provide a Full Roster of all the Managers of the applying foreign Limited Liability Company.

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Step 16 – Next, in the “Jurisdiction” section, use the drop down list next to the word “Jurisdiction” to select the State or Country where the applying foreign Limited Liability Company formed and operates. Then in the area labeled “Duration,” choose the radio button labeled “Perpetual,” if the filing entity intends to operate indefinitely. If the filing entity intends to operate until a specific Termination Date, then choose the radio button labeled “Term Date” and enter the exact Date of Dissolution in the field provided. If the filing entity intends to only operate a Number of Years but does not have a set date for Dissolving then select the third radio button, labeled “Number of Years,” and enter the Number of Years the filing entity will operate for in the text box provided.

Step 17 – If the True Name of the applying Limited Liability Company differs from the Name reported earlier, then enter the Full True Name of the applying Limited Liability Company in the field labeled “Name in Jurisdiction,” under the heading “Name In Home Jurisdiction.” This must be the exact Name the foreign Limited Liability Company is registered under in its parent state.

Step 18 – In the “Formation In Home Jurisdiction” section, report the exact Date the Home Jurisdiction’s Governing Body granted Limited Liability Status to the filing entity in the field labeled “Date of Formation In Home Jurisdiction.”

Step 19 – Next, in the “Commencement Date In Georgia” section, report the exact Date the applying foreign Limited Liability Company intends on Transacting Business in the State of Georgia or the exact Date the applying foreign Limited Liability Company started Transacting Business in the State of Georgia.

Step 20 – Next, in the section labeled “Filer’s Certification (Signature),” indicate when the Effective Date a successful filing of this form should occur. If the Effective Date should occur on the actual Filing Date (upon approval), then select the radio button labeled “This document will be effective as of the date of filing…” If you would like to determine the Effective Date as a future Date then select the second radio button (labeled “The effective date requested…”) and enter the Date you wish the Effect of a successful filing should take place.

Step 21 – The Signature Party must be an Authorized Representative of the applying foreign Limited Liability Company.  In the field labeled “Authorizer Signature,” the Authorized Representative must Type in his or her Name. This will act as a binding Electronic Signature. In the field labeled “Authorizer Title,” the Signature Party must indicate if he or she is an “Organizer,” “Member,” “Manager,” “Attorney In Fact,” “Court Appointed Fiduciary,” or other “Authorized Person.”

Step 22 – When you are ready, select the button labeled “Continue.” This will guide the browser to a payment area where you may submit your credit card information (American Express, Discover, Mastercard, Visa). The Filing Fee for this application is $225.00. You may order other services such as an Expedited Service. You may Expedite this Filing to 1 Hour of receipt with a payment of $1,000.00, to Same Day Service for an additional payment of $250.00, or to Two Business Day Expediting for an additional $100.00.

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Step 23 – The first Annual Registration for the newly Registered Foreign Limited Liability Company must occur in the year following its registration between January 1 and April 1. This must be done once a year during these months to avoid a penalty. This should be submitted on line here: http://www.sos.ga.gov/Corporations.

 

How To File By Mail

Download Form

Step 1 – Select the “Download Form” link above or click here: Form 241 to obtain a blank copy of the Application for Certificate of Authority For Foreign Limited Liability Company.

Step 2 – In Item 1, report the Full Name of the Limited Liability Company applying for the authority to conduct business in the State of Georgia. If you have reserved this Name then you may enter the Name Reservation Number on the second space of this line labeled “Name Reservation Number (Optional).” Note: If the Name of the applying foreign Limited Liability Company may not be used in this state, then an Alternate Name to be known as and operate under in the State of Georgia must be assumed and reported here.

Step 3 – On the next line, labeled “Date business commenced…,” report the Date the applying Limited Liability Company first transacted business in Georgia or intends to begin conducting business in Georgia. Note: If the applying foreign Limited Liability Company has conducted business in Georgia more than 30 days before the Receipt Date of this paperwork by the Georgia Secretary of State, a $500.00 Penalty plus approrpiate fees will be imposed.

Step 4 – In Item 2, report the Full Name of the individual Submitting this paperwork to the Georgia Secretary of State Corporations Division on the first blank line. Then on the second blank line, report the Submitter’s Complete Address using the labeled areas (Address, City, State, Zip Code). On the third blank line in this section, report the E-Mail Address and the Telephone Number of the Submitter on the lines labeled “Filer’s Email Address” and “Telephone Number,” respectively.

Step 5 – In Item 3, you must report the exact Name of the applying foreign Limited Liability Company as it appears on the Certificate of Good Standing being submitted with this Application. This will be the official Name of applying foreign Limited Liability Company as it appears on the record books in its home state and must be reported. On the next line in this item, report the Jurisdication (Home State or Country) where the applying foreign Limited Libility Company was formed. Then on the next space, report the exact Date of Formation in the home state of the applying foreign Limited Liability Company. Finally on the last blank space, labeled “Period of Duration,” report the length of time the applying foreign Limited Liability Company intends to remain active as a Limited Liability Company.

Step 6 – In Item 4, report the Complete Address of the applying foreign Limited Liability Company’s Principal Office. The Principal Office is sometimes referred to as the Main Office or Home Office. This must be the Building Number, Street, Suite Number, City, State, and Zip Code of the applying foreign Limited Liability Company’s Principal Office.

Step 7 – In Item 5, the Name and Address of the Georgia Registered Agent and Registered Office must be reported. Use the first line here to enter the Full Name of the Georgia Registered Agent and the Registered Agent’s Email Address.

Step 8 – On the second line, in Item 5, report the Full Address of the Georgia Registered Agent’s Registered Office. This may not contain a P.O. Box since it must be the Physical Location of the Registered Agent. Use the second line to report the Building Number, Street, Suite Number then, use the third line to report the City, County, and Zip Code of the Registered Office.

Step 9 – In Item 6, report the Full Name and Business Address of the applying foreign Limited Liability Company’s Manager. If there is more than one Manager then you must list them on a separate sheet of paper and attach it to this document.

Step 10 – In Item 7, report the Physical Location where the applying Limited Liability Company’s Records are Maintained/Stored. Make sure to enter the Address of the Physical Location and not a Mailing Address such as a P.O. Box.

Step 11 – Item 8 will provide a choice for the Date of Effect for the resulting Certificate of a successful filing. If you would like the Effective Date to be the same as the Filing Date then mark the check box labeled “Upon Filing.” If the Date of Effect should be at some point after the Filing Date, then mark the check box labeled “Delayed effective date and/or time” then enter the desired date on the blank line provided. Note: This may not be a Date more than 90 days past the Filing Date.

Step 12 – In Item 9, below the Notice paragraph, an Authorized Representative (i.e. Manager) of the applying foreign Limited Liability Company must Sign his or her Name on the blank line labeled “Signature of Authorized Person.” Then on the blank space labeled “Date,” the Date when this document was Signed must be reported. On the last line of this document, the Signature Party must Print/Type his or her Name and report his or her Title with the applying foreign Limited Liability Company.

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Step 13 – Verify the information reported here then, gather your documents to organize a submission package for the Georgia Application for Certificate of Authority for Foreign Limited Liability Company (Form 241). This must include a payment of the full Filing Fee ($225.00) amount plus any additional services. All additional services are optional and available upon request. Other services offered include Two Business Days Expedited Service ($100.00 Expediting Fee), Same Day Expedited Service ($250.00 Expediting Fee), One Hour Expedited Service ($1,000.00 Expediting Fee), Photocopies of documents more than 9 pages ($10.00 Copying Fee), and Certified Copies ($10.00 Certification Fee, if more than 25 pages an additional $0.10 for each additional page).

Mail To:

Office of the Secretary of State
Corporations Division
2 Martin Luther King Jr. Dr. SE
Suite 313 West Tower
Atlanta, Georgia 30334

Step 14 – You must file an Annual Report online at: http://www.sos.ga.gov/Corporations. This must be done once a year beginning in the year following the formation of the Limited Liability Company between Jan 1 and April 1.