Rule 590-7-21-.07 - Foreign Limited Liability Companies(1)Initial Qualification. (a) A foreign limited liability company transacting business in this state shall procure a certificate of authority to do so from the Secretary of State. This certificate may be procured by the filing of the application of certificate of authority form, as prescribed by the Secretary of State, and the payment of fees and penalties as set forth in the Code and the fee schedule published by the Secretary of State. A foreign limited liability company does not have to file a certified certificate of existence from its home state in order to obtain a certificate of authority in Georgia.(b) The application for certificate of authority form, as prescribed by the Secretary of State, shall contain the information required by O.C.G.A. Section 14-11-702, 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 Secretary of State.(2)Time period for qualification; penalties. A foreign limited liability company may not transact business in this state until it obtains a certificate of authority from the Secretary of State. If a foreign limited liability company does not obtain said certificate within 30 days of the commencement of business in Georgia, it shall be liable for a civil penalty of $500.00, in addition to all fees and/or penalties which would have been imposed if the foreign limited liability company had registered as required.(3)Subsequent Filings. (a) Each foreign limited liability company 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 good standing or active status in Georgia. Such limited liability company 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 limited liability company is not required to file an annual registration during the year it initially qualifies to transact business in the State of Georgia.(b) Foreign limited liability company documents which reflect a change of name, change in the state of formation, or withdrawal from doing business in this state must be filed with the Secretary of State. All other limited liability company actions requiring filings will be deemed to be filed with the Secretary of State if properly filed in the state of formation. The foreign limited liability company, by filing its application for authority, under takes to promptly provide such filings to the Secretary of State upon request.Ga. Comp. R. & Regs. R. 590-7-21-.07
O.C.G.A. §§ 14-5-23, 14-11-1105, and 14-11-1106.
Original Rule entitled "Foreign Limited Liability Companies" adopted. F. May 11, 2017; eff. May 31, 2017.