2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 15 - Foreign Corporations
Part 1 - Certificate of Authority
§ 14-2-1510. Service on Foreign Corporation
- The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation.
- If a foreign corporation has no registered agent or its registered agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail or statutory overnight delivery, return receipt requested, addressed to the chief executive officer, chief financial officer, or secretary of the foreign corporation, or a person holding a position comparable to any of the foregoing, at its principal office shown in the later of its application for a certificate of authority or its most recent annual registration. Any party that serves a foreign corporation in accordance with this subsection shall also serve a copy of the process upon the Secretary of State and shall pay a $10.00 filing fee.
- Service is perfected under subsection (b) of this Code section at the earliest of:
- The date the foreign corporation receives the mail;
- The date shown on the return receipt, if signed on behalf of the foreign corporation; or
- Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
- This Code section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation.
(Code 1981, §14-2-1510, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1990, p. 257, § 27; Ga. L. 2000, p. 1589, § 3; Ga. L. 2002, p. 989, § 7.)Cross references.
- Service of process generally, § 9-11-4.Editor's notes.
- Ga. L. 2000, p. 1589, § 16, not codified by the General Assembly, provides that the amendment to this Code section was applicable with respect to notices delivered on or after July 1, 2000.Law reviews.
- For article summarizing law relating to jurisdiction and venue over domestic and foreign corporations in Georgia, and service therein, see 21 Mercer L. Rev. 457 (1970).COMMENT
Source: Model Act, § 15.10. This parallels former § 14-2-319.
Service on the registered agent is the typical method of service of process on a qualified foreign corporation. Subsection (a). But if the corporation does not have a registered agent, or if the agent cannot be found at the registered office, subsection (b) authorizes service on the chief executive officer, chief financial officer, or the secretary of the corporation at its principal office as shown in its certificate of authority or most recent annual registration. Service may be effected in the same way on a corporation which has withdrawn from the state or whose certificate of authority has been revoked. Service on the Secretary of State as agent of the corporation has been added to the Model Act provisions to restore the procedure of former § 14-2-319(b), which authorized service on the Secretary of State, who in turn was required to mail a copy of the documents served on to the principal office of the corporation. Rather than require the Secretary of State to mail the process to the corporation, the Model Act approach of requiring the litigant to undertake the mailing directly is retained.
Subsection (c) establishes the date on which service is effective under subsection (b), while subsection (d) makes clear that the method of service provided by this section does not preclude the use of other means of effecting service of process. Service of process may also be effected, for example, under a "long-arm" statute or under other special statutes authorizing service in some other manner.
Section 14-2-1510 is patterned after Section 14-2-504, relating to service of process on domestic corporations. For a fuller description of the policies underlying Section 14-2-1510, see the Comment to Section 14-2-504.
Note to 1990 Amendment The 1990 amendment amended paragraph (b) to delete the concept of service of process on the Secretary of State as agent for the foreign corporation. Although the Secretary of State must still be provided a copy of the process, deletion of the agency relationship eliminated the burden of the Secretary of State forwarding an additional copy of process to the foreign corporation.
Cross-References Annual registration, see § 14-2-1622. Application for certificate of authority, see § 14-2-1503. "Principal office": defined, see § 14-2-140; designated in annual registration, see § 14-2-1622. Registered office and registered agent, see § 14-2-1507. Revocation of certificate of authority does not revoke authority of registered agent, see § 14-2-1531. Service on foreign corporation with revoked certificate of authority, see § 14-2-1531. Service on withdrawn foreign corporation, see § 14-2-1520.
- Editor's notes. - In light of the similarity of the statutory provisions, decisions under former Code 1933, § 22-1410 and former Code Section 14-2-319, which were repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this Code section.
Former Code 1933, § 22-1410 applied only to qualified foreign corporations (corporations authorized to transact business), including (impliedly) those foreign corporations which should be qualified but failed either to obtain a certificate to transact business or to appoint registered agents for service as required by law. Spiegel, Inc. v. Odum, 153 Ga. App. 380, 265 S.E.2d 297 (1980) (decided under former Code 1933, § 22-1410).
A foreign corporation can be served pursuant to former Code 1933, § 22-1410 only if it is a corporation that qualified, or should have qualified, to transact business in accordance with former Code 1933, § 22-1410 (see now O.C.G.A. § 14-2-1501). Al & Dick, Inc. v. Cuisinarts, Inc., 528 F. Supp. 633 (N.D. Ga. 1981) (decided under former Code 1933, § 22-1410).Domestic corporations not denied equal protection.
- The statutory scheme providing different procedures for handling service upon foreign and domestic corporations does not deny domestic corporations equal protection under the state and federal constitutions. Ticor Constr. Co. v. Brown, 255 Ga. 547, 340 S.E.2d 923 (1986) (decided under former § 14-2-319).Requirement for service on specified officers.
- Process mailed by the plaintiff to a corporation was not properly served because it was not directed to any of the officers specified in O.C.G.A. § 14-2-1510(b). Hester v. Human, 211 Ga. App. 351, 439 S.E.2d 50 (1993).Service on bank manager sufficient.
- Deputy sheriff's service of a wrongful foreclosure complaint on a mortgagee's local branch manager at a branch office, rather than on the designated registered agent for service, was proper service pursuant to O.C.G.A. §§ 9-11-4 and14-2-1510(d), and the trial court properly denied the mortgagee's motion to open a default pursuant to O.C.G.A. § 9-11-55(b) based on its claim that there was no jurisdiction due to improper service; the deputy's testimony that the manager indicated that the manager was authorized to accept service and that the manager did in fact accept the papers was entitled to a presumption in favor of the return of service. GMAC Mortg. Corp. v. Bongiorno, 277 Ga. App. 328, 626 S.E.2d 536 (2006).Full faith and credit given to out-of-state order.
- Trial court did not err by requiring defendant to proceed to trial without the source code and other requested information because it had granted a certificate pursuant to O.C.G.A. § 24-13-94 to permit the defense an opportunity to obtain the information from the manufacturer located in Kentucky, set the case with enough time to do so, and, after the Kentucky court issued an order denying the request, which order was entitled to full faith and credit, required defendant to proceed to trial. Phillips v. State, 324 Ga. App. 728, 751 S.E.2d 526 (2013).Default on foreign corporation in error.
- Judgment denying the defendant's motion to set aside the default judgment against the defendant was reversed because there was no evidence that the defendant, a foreign corporation, failed to answer or otherwise respond within 45 days after service of the summons and complaint was perfected upon the defendant via a commercial mailing service; thus, the case never went into default and the trial court was not authorized to enter a default judgment. Turfstore.Com, Inc. v. Hall, 348 Ga. App. 398, 823 S.E.2d 81 (2019).
Cited in Burton v. National Indem. Co., 123 Ga. App. 402, 181 S.E.2d 107 (1971); Castleberry v. Gold Agency, Inc., 124 Ga. App. 694, 185 S.E.2d 557 (1971); American Photocopy Equip. Co. v. Lew Deadmore & Assocs., 127 Ga. App. 207, 193 S.E.2d 275 (1972); Fulghum Indus., Inc. v. Walterboro Forest Prods., Inc., 345 F. Supp. 296 (S.D. Ga. 1972); Manton v. California Sports, Inc., 493 F. Supp. 496 (N.D. Ga. 1980); McPhaul v. Hindle Son & Co., 158 Ga. App. 650, 281 S.E.2d 636 (1981); Howard v. Technosystems Consol. Corp., 244 Ga. App. 767, 536 S.E.2d 753 (2000).
Am. Jur. 2d.
- 36 Am. Jur. 2d, Foreign Corporations, §§ 216 et seq., 476 et seq.C.J.S.
- 19 C.J.S., Corporations, §§ 987, 1030 et seq.ALR.
- Service of process upon actual agent of foreign corporation in action based on transactions outside of state, 30 A.L.R. 255; 96 A.L.R. 366.
Foreign corporations: soliciting subscriptions to or selling corporate stock as doing business within state, 35 A.L.R. 625.
Foreign railway corporation as subject to service of process in state in which it merely solicits interstate business, 46 A.L.R. 570; 95 A.L.R. 1478.
Solicitation within state of orders for goods to be shipped from other state as doing business within state within statutes prescribing conditions of doing business or providing for service of process, 60 A.L.R. 994; 101 A.L.R. 126; 146 A.L.R. 941.
Constitutionality, construction and effect of statute providing for service of process upon statutory agent in action against foreign corporation as regards communication to corporation of fact of service, 89 A.L.R. 658.
Jurisdiction of actions or proceedings involving internal affairs of foreign corporations, 89 A.L.R. 736; 155 A.L.R. 1231; 72 A.L.R.2d 1211.
Effect of agreement by foreign corporation to install article within the state to bring transaction within state control, 101 A.L.R. 356.
Who, other than public official, may be served with process in action against foreign corporation doing business in state, 113 A.L.R. 9.
Requisites of service upon, or delivery to, designated public official, as a condition of substituted service of process on him, 148 A.L.R. 975.
Statute providing for service of process upon designated state official in actions against foreign corporation as applicable to action based on transaction outside state, 162 A.L.R. 1424.
Power of state to subject foreign corporation to jurisdiction of its courts on sole ground that corporation committed tort within state, 25 A.L.R.2d 1202.
Foreign insurance company as subject to service of process in action on policy, 44 A.L.R.2d 416.
Manner of service of process upon foreign corporation which has withdrawn from state, 86 A.L.R.2d 1000.
Federal or state law as controlling, in diversity action, whether foreign corporation is amenable to service of process in state, 6 A.L.R.3d 1103.
Who is "general" or "managing" agent of foreign corporation under statute authorizing service of process on such agent, 17 A.L.R.3d 625.
Validity, construction, and application of "fiduciary shield" doctrine - modern cases, 79 A.L.R.5th 587.
PART 2 WITHDRAWAL
14-2-1520. Withdrawal of foreign corporation.
- A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State. A foreign corporation authorized to transact business in this state that merges with and into a domestic corporation pursuant to Code Section 14-2-1107 and is not the surviving corporation in such merger need not obtain a certificate of withdrawal from the Secretary of State.
- A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth:
- The name of the foreign corporation and the name of the state or country under whose law it is incorporated;
- That it is not transacting business in this state and that it surrenders its authority to transact business in this state;
- That it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
- A mailing address to which a copy of any process served on him under paragraph (3) of this subsection may be mailed under subsection (c) of this Code section; and
- A commitment to notify the Secretary of State in the future of any change in its mailing address.
- After the withdrawal of the corporation is effective, service of process on the Secretary of State under this Code section is service on the foreign corporation. Any party that serves process upon the Secretary of State in accordance with this subsection shall also mail a copy of the process to the chief executive officer, chief financial officer, the secretary of the foreign corporation, or a person holding a comparable position, at the mailing address set forth under subsection (b) of this Code section.
(Code 1981, §14-2-1520, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1995, p. 482, § 8.)COMMENT
Source: Model Act, § 15.20. This replaces provisions formerly contained in §§ 14-2-319(b),14-2-323 &14-2-324.
A foreign corporation that ceases to transact business within a state may withdraw from the state only by obtaining a certificate of withdrawal. A foreign corporation that ceases to transact business in the state but fails to obtain a certificate of withdrawal will continue to be (1) subject to service of process on its registered agent or on its secretary pursuant to Section 14-2-1510 and (2) liable for franchise and other taxes under other statutes.
Subsection (b) requires the application for certification of withdrawal to appoint the Secretary of State as the withdrawing corporation's agent for service of process in any proceeding based on a cause of action which arose during the time it was authorized to transact business in the state. The application must also set forth a mailing address to which the any process mailed under subsection (c), and the corporation must agree to notify the Secretary of State of any change in that address. There is no time limit on the obligation to advise the Secretary of State of changes of mailing address. To ensure that the appointment of the Secretary of State is unqualified and meets the precise requirements of this section, the Secretary of State may require that an application for certificate of withdrawal be on a form prescribed by him. See Section 14-2-421.
Service of process on the Secretary of State pursuant to the statements in the application for certificate of withdrawal effects service on the corporation under subsection (c). The Model Act, like former § 14-2-323, requires the Secretary of State to mail the process to the corporation at the mailing address specified in the application or in a subsequent communication to the Secretary of State advising him of a change in mailing address. The Code places the burden of such mailing on the party serving the Secretary of State.
Cross-References "Deliver" includes mail, see § 14-2-140. Effective time and date of filing, see § 14-2-123. Filing fees, see § 14-2-122. Filing requirements, see § 14-2-120. Forms, see § 14-2-121. Registered agent, see § 14-2-1507. Service of process on foreign corporation, see § 14-2-1510. Transacting business, see § 14-2-1501.
- In light of the similarity of the statutory provisions, a decision under former Code Section 14-2-323, which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, is included in the annotations for this Code section.
Cited in Maelstrom Properties, Inc. v. Holden, 158 Ga. App. 345, 280 S.E.2d 383 (1981).
Am. Jur. 2d.
- 36 Am. Jur. 2d, Foreign Corporations, § 266 et seq., 457 et seq.ALR.
- Withdrawal of foreign corporation from state as affecting conditions under which it may be readmitted to do business in state and its rights and duties if readmitted, 110 A.L.R. 528.
PART 3 REVOCATION OF CERTIFICATE OF AUTHORITY
RESEARCH REFERENCESAm. Jur. 2d.
- 36 Am. Jur. 2d, Foreign Corporations, § 176.C.J.S.
- 19 C.J.S., Corporations, §§ 982, 1004, 1005.