Rule 590-7-23-.03 - Foreign Limited Liability Companies(1)Withdrawal.(a) Each foreign limited liability company must file an application for a certificate of withdrawal in order to terminate its authority to transact business in this state. If the foreign limited liability company is being dissolved or terminated in its home state, the application shall be accompanied by evidence of the dissolution or termination issued by its home state.(b) At the time of the filing of the application for a certificate of withdrawal, the foreign limited liability company must be in compliance with the filing requirements of the Code and all fees and penalties must be paid, including the annual registration due the calendar year of withdrawal.(c) A certificate of withdrawal shall be issued by the Secretary of State if he or she finds the filing to contain the necessary information and documents.(d) The automated database shall be marked to reflect the withdrawal, and the certificate of withdrawal and application shall be filed with other documents relating to the foreign limited liability company.(2)Revocation.(a) The Secretary of State may commence a proceeding to revoke the certificate of authority to transact business in Georgia granted to a foreign limited liability company pursuant to the grounds and procedures stated in the Code. Upon complying with the notice provisions and subsequent time period required by law, the Secretary of State may administratively revoke the foreign limited liability company's certificate of authority.(b) The automated database shall be marked to reflect the revocation of the foreign limited liability company's certificate of authority, and a certificate of revocation citing the grounds for revocation shall be filed with other documents relating to the foreign limited liability company.(c) Revocation does not terminate the authority of the registered agent of the foreign limited liability company.Ga. Comp. R. & Regs. R. 590-7-23-.03
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.