2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 15 - Foreign Corporations
Part 1 - Certificate of Authority
§ 14-2-1507. Registered Office and Registered Agent of Foreign Corporation
Each foreign corporation authorized to transact business in this state must continuously maintain in this state:
- A registered office that may be the same as any of its places of business; and
- A registered agent, who may be:
- An individual who resides in this state and whose business office is identical with the registered office;
- A domestic corporation, nonprofit domestic corporation, or domestic limited liability company whose business office is identical with the registered office; or
- A foreign corporation, foreign or nonprofit corporation, or foreign limited liability company authorized to transact business in this state whose business office is identical with the registered office.
(Code 1981, §14-2-1507, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2016, p. 225, § 3-2/SB 128.)
The 2016 amendment, effective July 1, 2016, substituted "corporation, nonprofit domestic corporation, or domestic limited liability company" for "corporation or nonprofit domestic corporation" in subparagraph (2)(B); and substituted "corporation, foreign or nonprofit corporation, or foreign limited liability company" for "corporation or foreign or nonprofit corporation" in subparagraph (2)(C).Law reviews.
- For note advocating the adoption of a statute incorporating the doctrine of forum non conveniens, see 7 Ga. L. Rev. 744 (1973).COMMENT
Source: Model Act, § 15.07. This replaces provisions formerly contained in § 14-2-317.
A foreign corporation that obtains a certificate of authority in a state thereby agrees that it is amenable to suit in the state. Section 14-2-1507 requires every such corporation continuously to maintain a registered office and registered agent within the state upon whom service of process may be made. As is the case with a domestic corporation, the registered office may, but need not be, a business office of the foreign corporation.
Section 14-2-1507 is patterned after Section 14-2-501, relating to the registered office and registered agent of a domestic corporation. For a fuller description of the policies underlying Section 14-2-1507, see the Comment to Section 14-2-501.
Cross-References Changing registered office or agent, see § 14-2-1508. Registered office and agent generally, see Article 5. Resignation of registered agent, see § 14-2-1509. Revocation of certificate of authority does not affect authority of registered agent, see § 14-2-1531. Revocation of certificate of authority for failure to appoint and maintain registered office and agent, see § 14-2-1530. Service on foreign corporation, see §§ 14-2-1510,14-2-1520, &14-2-1531.
- In light of the similarity of the statutory provisions, decisions under former Code Section 14-2-317, which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this Code section.
Cited in Ticor Constr. Co. v. Brown, 255 Ga. 547, 340 S.E.2d 923 (1986); Mullinax v. McNabb-Wadsworth Truck Co., 117 F.R.D. 694 (N.D. Ga. 1987).
OPINIONS OF THE ATTORNEY GENERAL
- In light of the similarity of the statutory provisions, an opinion under former Code Section 14-2-317, which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, is included in the annotations for this Code section.Requirements of RICO Act.
- The Georgia Racketeer Influenced and Corrupt Organizations Act, O.C.G.A. § 16-14-1 et seq., requires foreign alien corporations to comply with registration requirements when they desire to acquire or maintain of record any real property in this state. 1982 Op. Att'y Gen. No. 82-89 (decided under former § 14-2-317).
Am. Jur. 2d.
- 18A Am Jur 2d Corporations § 762 et seq. 36 Am. Jur. 2d, Foreign Corporations, § 216 et seq.C.J.S.
- 19 C.J.S., Corporations, § 987.ALR.
- Cessation by foreign corporation of business within state as affecting designation of agent for service of process, 45 A.L.R. 1447.
Jurisdiction of action involving dividends of foreign corporation, 72 A.L.R.2d 1211.