2021 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 3 - Nonprofit Corporations
Article 15 - Foreign Corporations
Part 1 - Certificate of Authority
§ 14-3-1501. Certificate of Authority to Transact Business Required

1. A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State.
2. The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this Code section:
   1. Maintaining or defending any action or any administrative or arbitration proceeding or effecting the settlement thereof or the settlement of claims or disputes;
   2. Holding meetings of its directors or members or carrying on other activities concerning its internal affairs;
   3. 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;
   4. Maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities;
   5. Effecting sales through independent contractors;
   6. 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;
   7. Making loans or creating or acquiring evidences of debt, mortgages, or liens on real or personal property, or recording same;
   8. Securing or collecting debts or enforcing any rights in property securing the same;
   9. Owning, without more, real or personal property;
   10. Conducting an isolated transaction not in the course of a number of repeated transactions of a like nature;
   11. Effecting transactions in interstate or foreign commerce;
   12. Serving as trustee, executor, administrator, or guardian, or in like fiduciary capacity, where permitted so to serve by the laws of this state;
   13. 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
   14. Serving as a manager of a limited liability company organized under the laws of or transacting business within this state.
3. The list of activities in subsection (b) of this Code section is not exhaustive.
4. 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, §14-3-1501, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 59.)

RESEARCH REFERENCES

Am. Jur. 2d.

- 36 Am. Jur. 2d, Foreign Corporations, § 220 et seq.

- 19 C.J.S., Corporations, §§ 982 et seq., 988, 992, 993, 996 et seq.

- Foreign corporations: soliciting subscriptions to or selling corporate stock as doing business within state, 35 A.L.R. 625.

Applicability to corporations not organized for profit of statutes prescribing conditions under which foreign corporations may do business within state, 37 A.L.R. 1283.

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.

Solicitation within state (or District of Columbia) 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, 146 A.L.R. 941.