TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 2. Business Corporations, 14-2-101 through 14-2-1703.

ARTICLE 15 FOREIGN CORPORATIONS

14-2-1504. Amended certificate of authority; conversion of foreign corporation into foreign limited liability company or foreign limited partnership.

A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes:
1. Its corporate name;
2. The period of its duration; or
3. The state or country of its incorporation.
The requirements of Code Section 14-2-1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this Code section.
If a foreign corporation authorized to transact business in this state converts into a foreign limited liability company:
1. The foreign corporation 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 liability company 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 corporation under this article shall constitute a certificate of authority issued under Code Section 14-11-704 to the foreign limited liability company resulting from the conversion effective as of the date of the conversion.
    The Secretary of State shall adjust its records accordingly.
If a foreign corporation authorized to transact business in this state converts into a foreign limited partnership:
1. The foreign corporation 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 corporation under this part shall constitute a certificate of authority issued under Code Section 14-9-903 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.

(Code 1981, §14-2-1504, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2006, p. 825, § 18/SB 469.)

Law reviews.

- For article, "2006 Amendments to Georgia's Corporate Code and Alternative Entity Statutes," see 12 Ga. St. B. J. 12 (2007).

COMMENT

Source: Model Act, § 15.04. This replaces provisions formerly contained in §§ 14-2-313 and14-2-320 -14-2-322.

Section 14-2-1504 requires a foreign corporation to obtain an amended certificate of authority if it changes its corporate name, its duration, or the state or country of its incorporation. An amendment is not necessary to reflect changes in its principal office address or in its current officers or directors since that information is supplied in the annual registration. In addition, Section 14-2-1507 requires an immediate filing if the foreign corporation changes its registered office or registered agent within the state.

Similar requirements under former law appeared at § 14-2-313 and14-2-322.

Formerly foreign corporations were limited in the rights and privileges available, but were able to obtain certain rights through domestication. The position of domesticated foreign corporations is preserved in Article 17.

Note to 2006 Amendment New subsections (c) and (d) of Code Section 14-2-1504 specify the procedures that apply when a foreign corporation authorized to transact business in Georgia converts into a limited liability company or limited partnership formed or organized under the laws of a jurisdiction other than Georgia. Rather than having to obtain a certificate of withdrawal and to procure a certificate of authority as a foreign limited liability company or foreign limited partnership, the amendments to Code Section 14-2-1504 provide that if a foreign corporation authorized to transact business in Georgia converts into a foreign limited liability company or foreign limited partnership and notifies the Secretary of State that such conversion has occurred no later than 30 days after such conversion has become effective, the authorization of such entity to transact business in Georgia will continue without interruption and the certificate of authority issued under Article 15 of this chapter will constitute a certificate of authority issued under Code Section 14-11-704 or Code Section 14-9-903 to the foreign limited liability company or foreign limited partnership, as the case may be.

Cross-References Annual registration, see § 14-2-1622. Certificate of authority: application for, see § 14-2-1503; effect of, see § 14-2-1505. Change of registered office or agent, see § 14-2-1508. Corporate name, see § 14-2-1506 & Article 4. Domesticated foreign corporation, see Article 17. Duration, see § 14-2-302. Filing fees, see § 14-2-122. Filing requirements, see § 14-2-120. Forms, see § 14-2-121. Resignation of registered agent, see § 14-2-1509.