Rule 590-7-3-.09 - Foreign Corporations(1)Initial Qualification. (a) No foreign corporation shall have the right to transact business in this State until it procures a certificate of authority to do so from the Commissioner. This certificate may be procured by the filing of the application of certificate of authority form, as prescribed by the Secretary of State, a certificate of existence or a document of similar import issued by the foreign corporation's state of incorporation satisfactory to the Commissioner, and the payment of fees and penalties as set forth in the Code and the fee schedule published by the Commissioner(b) The application for certificate of authority form, as prescribed by the Commissioner, shall contain the information required by O.C.G.A. Sections 14-2-1503 and 14-3-1503, 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 Commissioner.(c) Any certificate of existence, authentication of record, or document of similar import issued by a foreign corporation's home state which is required by the Code or the rules to be filed with the Commissioner shall be dated or issued within ninety (90) days prior to the date of filing the application for certificate of authority with the Commissioner.(2)Subsequent Filings. (a) Each foreign corporation 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 the corporation's status in Georgia. Such corporation 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 corporation is not required to file an annual registration during the year it initially qualifies to transact business in the State of Georgia. Corporation action resulting in a change of the corporate name, change in the state of incorporation, or withdrawal from doing business in this State must be filed directly with the Commissioner. All other corporate actions requiring filings will be deemed to be filed with the Commissioner if properly filed in the state of incorporation. The foreign corporation, by filing its application for authority, undertakes to promptly provide such filings to the Commissioner upon request.(b) Any certificate of existence, authentication of record, or document of similar import issued by a foreign corporation's home state which is required by the Code or the rules to be filed with the Commissioner shall be dated or issued within ninety (90) days prior to the date of said filing in Georgia.(3)Time period for qualification; penalties. A foreign profit or nonprofit corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State. If a foreign profit corporation does not obtain said certificate within 30 days of the commencement of business in Georgia, the foreign profit corporation shall be liable for a civil penalty of $500, in addition to any other fees and/or penalties which may be assessed for transacting business in this state without a certificate of authority.Ga. Comp. R. & Regs. R. 590-7-3-.09
O.C.G.A. §§ 14-2-130, 14-3-130, 14-5-23.
Original Rule entitled "Foreign Corporations" was filed on June 10, 1987; effective July 1, 1987, as specified by the Agency.Amended: ER. 590-7-3-0.23-.09 adopted. F. Jul. 7, 1989; eff. July 3, 1989, the date of adoption, to remain in effect for 120 days or until adoption of a permanent Rule superseding said ER., as specified by the Agency.Amended: Permanent Rule adopted. F. Nov. 20, 1989; eff. Dec. 11, 1989; as specified by the Agency.Amended: F. Aug. 7, 1990; eff. Aug. 28, 1990, as specified by the Agency.Amended: F. Jul. 1, 1993; eff. July 21, 1993.Note: Subsequent ER adoptions of Rule filed by Agency; see "Admin. Hist." Repealed: New Rule with same title adopted. F. Sep. 30, 2011; eff. Oct. 20, 2011.Amended: F. Nov. 26, 2018; eff. Dec. 16, 2018.