TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 11. Limited Liability Companies, 14-11-100 through 14-11-1109.

ARTICLE 7 FOREIGN LIMITED LIABILITY COMPANIES

14-11-706. Amended certificate required for change of name or jurisdiction of organization; foreign limited liability company converting to foreign limited partnership or foreign corporation.

1. A foreign limited liability company authorized to transact business in this state must procure an amended certificate of authority from the Secretary of State if it changes its name or its jurisdiction of organization. The requirements of Code Sections 14-11-702 and 14-11-704 for procuring an original certificate of authority shall apply to procuring an amended certificate under this Code section.
2. If a foreign limited liability company authorized to transact business in this state converts into a foreign limited partnership:
   1. The foreign limited liability company shall notify the Secretary of State that such conversion has occurred no later than 30 days after the conversion, using such form as the Secretary of State shall specify, which form may require such information and statements as may be required to be submitted by a foreign limited partnership that applies for a certificate of authority to transact business in this state; and
   2. If such notice is timely given:
      1. The authorization of such entity to transact business in this state shall continue without interruption; and
      2. The certificate of authority issued to such foreign limited liability company under this article shall constitute a certificate of authority issued under Code Section 14-11-903 to the foreign limited partnership resulting from the conversion effective as of the date of the conversion.

         The Secretary of State shall adjust its records accordingly.

3. If a foreign limited liability company authorized to transact business in this state converts into a foreign corporation:
   1. The foreign limited liability company shall notify the Secretary of State that such conversion has occurred no later than 30 days after the conversion, using such form as the Secretary of State shall specify, which form may require such information and statements as may be required to be submitted by a foreign corporation that applies for a certificate of authority to transact business in this state; and
   2. If such notice is timely given:
      1. The authorization of such entity to transact business in this state shall continue without interruption; and
      2. The certificate of authority issued to such foreign limited liability company under this article shall constitute a certificate of authority issued under Code Section 14-2-1501 to the foreign corporation resulting from the conversion effective as of the date of the conversion.

         The Secretary of State shall adjust its records accordingly.

(Code 1981, §14-11-706, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2006, p. 825, § 25/SB 469.)