2021 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 15 - Foreign Corporations
Part 1 - Certificate of Authority
§ 14-2-1501. Authority to Transact Business Required
- A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State.
- The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this Code section:
- Maintaining or defending any action or any administrative or arbitration proceeding or effecting the settlement thereof or the settlement of claims or disputes;
- Holding meetings of its directors or shareholders or carrying on other activities concerning its internal affairs;
- Maintaining bank accounts, share accounts in savings and loan associations, custodian or agency arrangements with a bank or trust company, or stock or bond brokerage accounts;
- Maintaining offices or agencies for the transfer, exchange, and registration of its securities or appointing and maintaining trustees or depositories with respect to its securities;
- Effecting sales through independent contractors;
- Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance outside this state before becoming binding contracts and where the contracts do not involve any local performance other than delivery and installation;
- Making loans or creating or acquiring evidences of debt, mortgages, or liens on real or personal property, or recording same;
- Securing or collecting debts or enforcing any rights in property securing the same;
- Owning, without more, real or personal property;
- Conducting an isolated transaction not in the course of a number of repeated transactions of a like nature;
- Effecting transactions in interstate or foreign commerce;
- Serving as trustee, executor, administrator, or guardian, or in like fiduciary capacity, where permitted so to serve by the laws of this state;
- Owning (directly or indirectly) an interest in or controlling (directly or indirectly) another entity organized under the laws of, or transacting business within, this state; or
- Serving as a manager of a limited liability company organized under the laws of, or transacting business within, this state.
- The list of activities in subsection (b) of this Code section is not exhaustive.
- This chapter shall not be deemed to establish a standard for activities which may subject a foreign corporation to taxation or to service of process under any of the laws of this state.
(Code 1981, §14-2-1501, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1993, p. 1231, § 23; Ga. L. 1995, p. 482, § 7; Ga. L. 1999, p. 405, § 12; Ga. L. 2003, p. 140, § 14.)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). For article, "Georgia's 'Door-Closing' Statute: Who Bears the Burden?," see 24 Ga. St. B. J. 141 (1988).
OPINIONS OF THE ATTORNEY GENERAL
- In light of the similarity of the statutory provisions, opinions under former Code 1933, §§ 22-102 and 22-1401 and former Code Section 14-2-310, which were repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this Code section.
Registration as a dealer under the former Georgia Securities Act of 1973 did not exempt a foreign corporation from needing a certificate of authority under the former Georgia Business Corporation Code. 1975 Op. Att'y Gen. No. 75-38 (decided under former Code 1933, § 22-1401).
Qualification not equivalent to qualification under Art. 2, Ch. 3, T. 44. - "Qualification to transact business" under the Out-of-State Land Sales Act is not equivalent to qualification for license under the Act; therefore, a corporation meeting the licensing requirements of the Act, must also qualify to do business under the Corporate Code. 1973 Op. Att'y Gen. No. 73-140 (decided under former Code 1933, § 22-1401).Effect of licensing under the Out-of-State Land Sales Act.
- A foreign corporation that is licensed under the Out-of-State Land Sales Act was not required to comply with the provisions of former Code 1933, § 22-1401 (see now O.C.G.A. § 14-2-1501) if the corporation would be otherwise exempt pursuant to subsection (b) of that section. 1974 Op. Att'y Gen. No. 74-49 (decided under former Code 1933, § 22-1401).Business trust need not register because not corporate entity.
- The definition of "foreign corporation" found at former Code 1933, § 22-102 (see now O.C.G.A. § 14-2-140(10)) was based upon the premise that such an entity must be a corporation; thus, since a business trust was not considered a corporate entity, it cannot be a foreign corporation under Georgia law and does not have to register with the Secretary of State as a corporation under the Georgia Business Corporation Act. 1978 Op. Att'y Gen. No. 78-42 (decided under former Code 1933, § 22-102).
Unincorporated foreign foundation is not required to qualify under this section to transact business in this state, but a foreign corporation which owns an office building in Georgia, which it has managed on its behalf by another entity is required to qualify under this section to transact business in this state. 1978 Op. Att'y Gen. No. 78-41 (decided under former Code 1933, § 22-102).
Foreign professional corporation is not entitled to certificate of authority to transact business in this state. 1970 Op. Att'y Gen. No. 70-64 (decided under former Code 1933, § 22-102).Out-of-state medical professional service corporation.
- "One-man" Florida professional service corporation formed for purpose of practicing medicine in Florida and Georgia cannot register as foreign corporation under former Code 1933, § 22-1401. 1969 Op. Att'y Gen. No. 69-507 (decided under former Code 1933, § 22-1401).Annual report required of all corporations.
- Each corporation, domestic and foreign, authorized to transact business in this state is required to file an annual report with the Secretary of State's office, regardless of where its authority to transact business may have originated, since the exemption contained in subsection (a) of this section extends only to the requirements for qualification to do business and does not supersede the reporting requirements contained in the Georgia Corporation Code, which are imposed by the state in exchange for the privilege of doing business as a corporation, domestic or foreign, for there is no such exemption contained in former Chapter 22-15. 1977 Op. Att'y Gen. No. 77-62 (decided under former Code 1933, § 22-1401).Foreign corporation as partner in limited partnership.
- A foreign corporation transacting business in Georgia as a general partner in a limited partnership must qualify to do business. 1982 Op. Att'y Gen. No. 82-95 (decided under former § 14-2-310).Requirements of RICO Act.
- The Georgia Racketeer Influenced and Corrupt Organizations Act, O.C.G.A. § 16-4-1 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 § 14-2-310).Acquiring and servicing mortgages.
- While acquiring mortgages from lenders and enforcing related rights does not alone constitute doing business in the state so as to require a certificate of authority, other activities involved in such servicing of mortgages may constitute doing business under former § 14-2-310, depending on the particular facts of each case. 1983 Op. Att'y Gen. No. 83-75 (decided under former § 14-2-310).
Am. Jur. 2d.
- 36 Am. Jur. 2d, Foreign Corporations, §§ 11,13, 76 et seq.
12 Am. Jur. Pleading and Practice Forms, Foreign Corporations, § 1 et seq.C.J.S.
- 19 C.J.S., Corporations, §§ 988, 992 et seq.ALR.
- Mode of proving authority of foreign corporations to do business within state, 2 A.L.R. 1235.
Effect of agreement by foreign corporation to install article within the state to bring transaction within state control, 11 A.L.R. 614; 101 A.L.R. 356.
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.
Applicability of state anti-trust Act to interstate transaction, 24 A.L.R. 787.
Interference with operation of plant producing goods destined for shipment out of state as restraint of trade or commerce among the states within inhibition of Sherman Anti-trust Act, 28 A.L.R. 1015; 128 A.L.R. 1075.
Foreign corporations: soliciting subscriptions to or selling corporate stock as doing business within state, 35 A.L.R. 625.
Construction work by foreign corporation as doing business within the state, 55 A.L.R. 726.
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.
Power of state to require foreign corporation to become incorporated under its laws as a condition of doing business in state, 72 A.L.R. 105.
Subsequent compliance with conditions of doing business in state as affecting enforceability of contract of foreign corporation made before compliance with such conditions, 75 A.L.R. 446.
Discrimination by state against foreign corporations in imposition of taxes and license fees, 77 A.L.R. 1490.
Applicability of provisions explicitly invalidating contracts made by foreign corporation not licensed to do business in state, to contracts made out of the state, 81 A.L.R. 1134.
Payment of fees or taxes imposed as condition of foreign corporation doing business within state as exempting it from other taxes, 82 A.L.R. 1437.
Failure of foreign corporation to comply or delay in complying with conditions of its right to do business as affecting its right to assert mechanics' lien, 95 A.L.R. 367.
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.
Collateral business activities incident to, or in aid of, interstate transportation, as related to interstate commerce, 152 A.L.R. 1078.
What amounts to presence of foreign corporation in state, so as to render it liable to action therein to recover unemployment compensation tax, 161 A.L.R. 1068.
Ownership or control by foreign corporation of stock of other corporation as constituting doing business within state, 18 A.L.R.2d 187.
Holding directors', officers', stockholders', or sales meetings or conventions in a state by foreign corporation as doing business or otherwise subjecting it to service of process and suit, 84 A.L.R.2d 412.
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.
Construction work by foreign corporation as doing business for purposes of statute requiring foreign corporation to qualify as condition of access to local courts, 90 A.L.R.3d 937.
What constitutes doing business within state for purposes of state "closed-door" statute barring unqualified or unregistered foreign corporation from local courts - modern cases, 88 A.L.R.4th 466.