2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 15 - Foreign Corporations


Cross references.

- Applicability of article to international bank agencies doing business in state, § 7-1-712.

Administrative Rules and Regulations.

- Corporate Information Center, Official Compilation of the Rules and Regulations of the State of Georgia, Office of Secretary of State, Commissioner of Corporations, Chapter 590-7-5.

Law reviews.

- For article, "Foreign Corporations in Georgia," see 10 Ga. St. B. J. 243 (1973). For article discussing establishment and transaction of business in Georgia by a foreign corporation, see 27 Mercer L. Rev. 629 (1976). For article, "Georgia's New Business Corporation Code," see 24 Ga. St. B. J. 158 (1988). For article, "Changes in Corporate Practice under Georgia's New Business Corporation Code," see 40 Mercer L. Rev. 655 (1989). For note discussing the interrelationship between the International Banking Act (Title 7, Ch. 1, Art. 5), the provisions of the Financial Institutions Code relating to domestic banking (Title 7, Ch. 1, Art. 2, Parts 1-16), and the Foreign Corporations Article of the Corporation Code in the regulation of international banking in Georgia and comparing Georgia provisions with those of New York and California, see 27 Mercer L. Rev. 827 (1976).

JUDICIAL DECISIONS

Editor's notes.

- In light of the similarity of the statutory provisions, a decision under Art. 14 of former Code 1933, Chapter 22-14 which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, is included in the annotations for this article.

Foreign corporation cannot "fail" to appoint agent unless required to register.

- Unless a foreign corporation is required to register with Secretary of State, pursuant to the provisions of former Chapter 22-14, it cannot "fail" to appoint or maintain an agent in this state so as to trigger service of process provisions of former Code 1933, § 22-1401 (now O.C.G.A. § 14-2-1501). Camp v. Sellers & Co., 158 Ga. App. 646, 281 S.E.2d 621 (1981) (decided under former Code 1933, Chapter 22-14).

OPINIONS OF THE ATTORNEY GENERAL

Editor's notes.

- In light of the similarity of the statutory provisions, an opinion under Art. 14 of former Code 1933, Chapter 22-14 which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, is included in the annotations for this article.

"Qualification to transact business" not enough.

- "Qualification to transact business" under former Code 1933, § 22-1401 was not equivalent to qualification for license under Art. 2, Ch. 3, T. 44, therefore, a corporation meeting the licensing requirements of Art. 2, Ch. 3, T. 44 must also qualify to do business under the Corporate Code. 1973 Op. Att'y Gen. No. 73-140 (decided under former Code 1933, Chapter 22-14).

RESEARCH REFERENCES

Am. Jur. 2d.

- 36 Am Jur 2d Foreign Corporations § 1 et seq.

Liability for a Corporation's Failure to File as a Corporation Doing Business in a Foreign Jurisdiction, 60 POF3d 363.

ALR.

- Jurisdiction of action or proceeding involving internal affairs of foreign corporation, 18 A.L.R. 1383; 89 A.L.R. 736; 155 A.L.R. 1231; 72 A.L.R.2d 1211.

Status, citizenship, domicil, residence, or location of national corporations, 88 A.L.R. 873.

Local property of insolvent foreign corporation for which a liquidator or receiver has been appointed in another state as subject to sequestration or seizure under execution or attachment, 98 A.L.R. 351.

Right of foreign corporation upon ceasing to do business in state in respect of money or securities paid or deposited as condition of doing business in state, 116 A.L.R. 965.

Right of foreign corporation to plead statute of limitations, 122 A.L.R. 1194.

Effect of domestication of foreign corporations, 126 A.L.R. 1503.

Foreign corporation's rights in respect to property sold under conditional sale as affected by failure to comply with conditions of doing business in state, 130 A.L.R. 999.

Power to regulate activities of foreign corporation without state as condition of its doing business within, 132 A.L.R. 482.

Statutory requirements respecting issuance of corporate stock as applicable to foreign corporation, 8 A.L.R.2d 1185.

Leasing of real estate by foreign corporation, as lessor or lessee, as doing business within state within statutes prescribing conditions of right to do business, 59 A.L.R.2d 1131.

Validity, under Federal Constitution, of state tax on, or measured by, income of foreign corporation, 67 A.L.R.2d 1322.

Stockholder's right to inspect books and records of foreign corporation, 19 A.L.R.3d 869.

Foreign corporation's leasing of personal property as doing business within statutes prescribing conditions of right to do business, 50 A.L.R.3d 1020.

State regulation of land ownership by alien corporation, 21 A.L.R.4th 1329.

Personal liability of stockholder, officer, or agent for debt of foreign corporation doing business in the state, 27 A.L.R.4th 387.

Construction, application, and operation of state "retaliatory" statutes imposing special taxes or fees on foreign insurers doing business within state, 30 A.L.R.4th 873.

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