2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 5 - Office and Agent
Part 1 - Registered Agents and Service of Process
§ 14-2-501. Registered Office and Registered Agent

Each corporation must continuously maintain in this state:

1. A registered office that may be the same as any of its places of business; and
2. A registered agent, who may be:
   1. A person who resides in this state and whose business office is identical with the registered office;
   2. A domestic corporation, nonprofit domestic corporation, or domestic limited liability company whose business office is identical with the registered office; or
   3. A foreign corporation, nonprofit foreign corporation, or foreign limited liability company authorized to transact business in this state whose business office is identical with the registered office.

(Code 1981, §14-2-501, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1999, p. 405, § 5; Ga. L. 2016, p. 225, § 3-1/SB 128.)

The 2016 amendment, effective July 1, 2016, substituted ", nonprofit domestic corporation, or domestic limited liability company" for "or nonprofit domestic corporation" in subparagraph (2)(B); and substituted ", nonprofit foreign corporation, or foreign limited liability company" for "or nonprofit foreign corporation" in subparagraph (2)(C).

- For article, "The Georgia Long Arm Statute: A Significant Advance in the Concept of Personal Jurisdiction," see 4 Ga. St. B. J. 13 (1967). For article summarizing law relating to jurisdiction and venue over domestic and foreign corporations in Georgia, and service thereon, see 21 Mercer L. Rev. 457 (1970). For comment on Lamex, Inc. v. Sterling Extruder Corp., 109 Ga. App. 92, 135 S.E.2d 445 (1964), see 2 Ga. St. B. J. 127 (1965). For comment discussing the drawbacks of using the county of incorporation to determine the proper place for filing financial statement, in light of In re Carmichael Enterprises, Inc., 334 F. Supp. 94 (N.D. Ga. 1971), aff'd per curiam, 460 F.2d 1405 (5th Cir. 1972), see 9 Ga. St. B. J. 388 (1973).

Source: Model Act, § 5.01. This replaces former § 14-2-60.

The requirement that a corporation continuously maintain a registered office and a registered agent at that office is based on the premises that at all times a corporation should have an office where it may be found and a person at that office on whom any notice or process required or permitted by law may be served. The street address of the registered office must appear in the public records maintained by the Secretary of State. A mailing address, such as a post office box, is not sufficient since the registered office is the designated location for service of process.

Section14-2-501 eliminates the provision of former § 14-2-60, that expressly permitted more than one registered agent, and the provision that no registered agent shall be appointed without written consent of the agent. A corporation that appoints an agent without the agent's consent does so at its own peril; the law of agency will govern the relationship.

The Code assumes that formal communications to the corporation will normally be addressed to the registered agent at the registered office. If the communication itself deals with the registered office or registered agent, however, copies must be sent to one of the principal officers of the corporation, rather than to the principal office of the corporation. The Code consistently recognizes that the registered office may be a "legal" rather than a "business" office.

Cross-References Annual registration disclosure, see § 14-2-1622. Changing registered office or agent, see § 14-2-502. Effect of notice of intent to dissolve, see § 14-2-1405. Foreign corporations, see Article 15. Involuntary dissolution for failure to appoint and maintain registered agent and office, see § 14-2-1420. Naming registered agent and office in articles of incorporation, see § 14-2-202. "Principal office": defined, see § 14-2-140; designated in annual registration, see § 14-2-1622. Resignation of registered agent, see § 14-2-503. Service on corporation, see § 14-2-504.

JUDICIAL DECISIONS

Editor's notes.

- In light of the similarity of the statutory provisions, decisions under Ga. L. 1946, p. 687, § 2 and former Code Section 14-2-60, which were repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this Code section.

Personal jurisdiction of Georgia courts over a foreign corporation is not secured by personal service on the defendant's president while that corporate officer is sojourning in Georgia, whether the officer came voluntarily or was lured into the state under false pretenses. Lamex, Inc. v. Sterling Extruder Corp., 109 Ga. App. 92, 135 S.E.2d 445 (1964), commented on in, 2 Ga. St. B.J. 127 (1965) (decided under former Ga. L. 1946, p. 687, § 2).

- It is essential to a legal rendition of a personal judgment against a foreign corporation otherwise than by its voluntary appearance that the corporation be doing business within this state in such a manner and to such an extent as to warrant the inference that it is present in the state. Lamex, Inc. v. Sterling Extruder Corp., 109 Ga. App. 92, 135 S.E.2d 445 (1964), commented on in, 2 Ga. St. B.J. 127 (1965) (decided under former Ga. L. 1946, p. 687, § 2).

- Although venue did not lie in the county where an individual filed a negligence action and a corporation's registered agent was not located in the same county as the corporation's principal office, the trial court could not simply deny the corporation's and its insurer's Ga. Unif. Super. Ct. R. 19.1(B) motion to transfer; it was obligated by O.C.G.A. §§ 14-2-501,14-2-510(b), and14-2-1622(a)(2) to determine the county or counties in which venue properly lay. Coastal Transp., Inc. v. Tillery, 270 Ga. App. 135, 605 S.E.2d 865 (2004).

- Because a corporation failed in its burden of showing that the person who actually received service of process was not authorized to accept service on behalf of its registered agent, the service was properly found to be sufficient. Thus, the trial court was not required to dismiss the action based on a lack of sufficient service of process. Holmes & Co. v. Carlisle, 289 Ga. App. 619, 658 S.E.2d 185 (2008).

- In five consolidated aviation wrongful death cases and one aviation property case, the trial court properly denied the motion to dismiss filed by an out-of-state damper part seller on the ground of insufficient service of process as personal service upon the seller's registered agent was appropriate under both its State of Delaware and under Georgia law. Vibratech, Inc. v. Frost, 291 Ga. App. 133, 661 S.E.2d 185 (2008), overruled on other grounds by Bowen v. Savoy, 308 Ga. 204, 839 S.E.2d 546 (2020).

Cited in Saint Francis Hosp. v. Dion, 123 Ga. App. 360, 181 S.E.2d 72 (1971); In re Carmichael Enters., Inc., 334 F. Supp. 94 (N.D. Ga. 1971); Hallmark Properties, Inc. v. Slater, 229 Ga. 432, 192 S.E.2d 157 (1972); Lukas v. Pittman Hwy. Contracting Co., 134 Ga. App. 305, 214 S.E.2d 398 (1975); S. Donald Norton Properties, Inc. v. Triangle Pac., Inc., 253 Ga. 761, 325 S.E.2d 160 (1985); Ticor Constr. Co. v. Brown, 255 Ga. 547, 340 S.E.2d 923 (1986).

RESEARCH REFERENCES

Am. Jur. 2d.

- 18A Am. Jur. 2d, Corporations, § 168.

- 19 C.J.S., Corporations, § 679.