O.C.G.A.
Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.
(a) A foreign limited liability company transacting business in this state may not maintain an action, suit, or proceeding in a court of this state until it is authorized to transact business in this state.
CORPORATIONS & PARTNERSHIPS
(b) The failure of a foreign limited liability company to procure a certificate of authority does not impair the validity of any contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any action, suit, or proceeding in any court of this state.
(c) A foreign limited liability company that transacts business in this state without registering as required by this chapter shall be liable to the state:
(1) For all fees which would have been imposed by this chapter upon such foreign limited liability company had it registered as required by this article; and
(2) If it has not been authorized to transact business in this state within 30 days after the first day on which it transacts business in this state, for a penalty of $500.00.
History
(Code 1981, § 14-11-711, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2002, p. 989, § 16.)
Annotations
Law reviews. - For article, ‘‘2014 Georgia Corporation and Business Orga-
nization Case Law Developments,’’ see 20 Ga. St. B. J. 26 (April 2015).
JUDICIAL DECISIONS Not transacting business. - Trial court did not err by denying a mortgagor’s motion to dismiss the foreclosure confirmation proceeding based on the mortgagee being a foreign limited liability company impermissibly transacting business in Georgia because a limited liability company was not considered to be transacting business in Georgia merely because it engaged in acquiring loan documents, conducting a foreclosure sale, purchasing the property at the sale, reporting the sale, and filing the confirmation petition. Powder Springs Holdings, LLC v. RL BB ACQ II-GA PSH, LLC, 325 Ga. App. 694, 754 S.E.2d 655 (2014). Even though the claimant was not qualified to do business in Georgia, the claimant could undertake all the actions the claimant was pursuing in the bankruptcy court - acquiring evidences of debt, securing and collecting debts, enforcing the claimant’s rights in the property, and
maintaining or defending any action. In re Brooks, No. 13-10860, 2016 Bankr. LEXIS 99 (Bankr. S.D. Ga. Jan. 12, 2016). Claimant’s action in bankruptcy case. - This bankruptcy case was initiated by the debtor, and the claimant was defending the claimant’s rights to pursue and collect the claimant’s debt pursuant to the terms of the loan documents and guaranty, and such conduct was permitted by O.C.G.A. § 14-11-711 without qualifying to do business in Georgia. The claimant’s failure to procure a certificate of authority did not invalidate the claimant’s contractual rights, or prevent the claimant from defending the claimant’s proofs of claim, or seeking relief from the stay in the bankruptcy court to pursue the claimant’s rights to collect the claimant’s purported debt under the loan documents. In re Mohr, 538 B.R. 882 (Bankr. S.D. Ga. 2015). Cited in Brock v. RES-GA SCL, LLC, 340 Ga. App. 194, 796 S.E.2d 914 (2017).
Notes of Decisions
Cited in
9
cases (
6 in the last 5 years), 2014–2025 · leading case:
In re Mohr, 538 B.R. 882 (Bankr. S.D. Ga. 2015).
In re Mohr, 538 B.R. 882 (Bankr. S.D. Ga. 2015).
· cites it 6× “This bankruptcy case was initiated by Debtor and RREF is defending its rights to pursue and collect its debt pursuant to the terms of the loan documents and guaranty and such conduct is permitted by O.C.G.A. § 14-11-711 without qualifying to do business in Georgia.”
Powder Springs Holdings, LLC v. RL BB ACQ II-GA PSH, LLC, 754 S.E.2d 655 (Ga. Ct. App. 2014).
· cites it 6× “Powder Springs enumerates two errors, contending that the trial court erred by denying its motion to dismiss based on RL BB’s failure to obtain a certificate of authority prior to instituting the confirmation proceedings, which it contends was required under OCGA § 14-11-711,…”
Morgan & Morgan Jacksonville, Pllc v. Brian Brown (Ga. Ct. App. 2024).
· cites it 12× “Under OCGA § 14-11-711 (a), “[a] foreign limited liability company transacting business in this state may not maintain an action, suit, or proceeding in a court of this state until it is authorized to transact business in this state.”
Powder Springs Holdings, LLC v. Rl Bb Acq Ii-Ga Psh, LLC (Ga. Ct. App. 2014).
· cites it 6× “Powder Springs enumerates two errors, contending that the trial court erred by denying its motion to dismiss based on RL BB’s failure to obtain a certificate of authority prior to instituting the confirmation proceedings, which it contends was required under OCGA § 14-11-711,…”
Walker v. Morgan & Morgan, Jacksonville PLLC (S.D. Ga. 2025).
· cites it 3× “In the complaint, Plaintiff asserts that, at the time Plaintiff retained Morgan & Morgan to represent him, the firm “was not qualified or registered to do business in Georgia in violation of O.C.G.A. § 14-11-711,” and, “[t]herefore, the collection of any fees and expenses…”
Universal Indus. Gases, Inc. v. Action Indus., Inc. (Ga. Ct. App. 2021).
· cites it 2× “In a single order, the trial court granted the motion as to both defendants, on the ground that the complaint is barred by OCGA § 14-11-711 (a).1 A counterclaim by Action Industries remains pending before the trial court.”
Universal Indus. Gases, Inc. v. Action Indus., Inc. (Ga. Ct. App. 2021).
· cites it 2× “2 In its dismissal order, the trial court based its ruling on OCGA § 14-11-711 and, by necessary implication, OCGA § 14-11-702, which are parallel statutes that apply the same material requirements and limitations as OCGA §§ 14-2-1501 and 14- 2-1502 on foreign LLCs, at least as…”
Walker v. Morgan & Morgan, Jacksonville PLLC (S.D. Ga. 2024).
· cites it 2× “§ 14-11-711, the Georgia2 statute governing the transaction of business by a foreign limited liability company that fails to register to do business in the state.”
Walker v. Morgan & Morgan, Jacksonville PLLC (S.D. Ga. 2025).
· cites it 2× “In the complaint, Plaintiff asserts that, at the time Plaintiff retained Morgan & Morgan to represent him, the firm “was not qualified or registered to do business in Georgia in violation of O.C.G.A. § 14-11-711,” and, “[t]herefore, the collection of any fees and expenses…”
— 14-11-711(a) — 3 cases
In re Mohr, 538 B.R. 882 (Bankr. S.D. Ga. 2015).
“This bankruptcy case was initiated by Debtor and RREF is defending its rights to pursue and collect its debt pursuant to the terms of the loan documents and guaranty and such conduct is permitted by O.C.G.A. § 14-11-711 without qualifying to do business in Georgia.”
Morgan & Morgan Jacksonville, Pllc v. Brian Brown (Ga. Ct. App. 2024).
“Under OCGA § 14-11-711 (a), “[a] foreign limited liability company transacting business in this state may not maintain an action, suit, or proceeding in a court of this state until it is authorized to transact business in this state.”
Walker v. Morgan & Morgan, Jacksonville PLLC (S.D. Ga. 2025).
“In the complaint, Plaintiff asserts that, at the time Plaintiff retained Morgan & Morgan to represent him, the firm “was not qualified or registered to do business in Georgia in violation of O.C.G.A. § 14-11-711,” and, “[t]herefore, the collection of any fees and expenses…”
— 14-11-711(b) — 1 case
Walker v. Morgan & Morgan, Jacksonville PLLC (S.D. Ga. 2024).
“§ 14-11-711, the Georgia2 statute governing the transaction of business by a foreign limited liability company that fails to register to do business in the state.”
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