Editor's notes.

- In light of the similarity of the statutory provisions, decisions under former Code 1933, § 22-1402 and former Code Section 14-2-311, which were repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this Code section.

Certified foreign corporation treated same as domestic corporation.

- A certified foreign corporation has the right to insist that its Georgia directors abide by the same statutory standards of conduct as are required of directors of Georgia corporations and the right to legally enforce those standards. After all, a foreign corporation was entitled to the same rights and privileges as a domestic corporation and was subject to the same legal duties and penalties. Miller & Meier & Assocs. v. Diedrich, 174 Ga. App. 249, 329 S.E.2d 918 (1985), aff 'd in part and rev'd in part, 254 Ga. 734, 334 S.E.2d 308 (1985) (decided under former § 14-2-311).

Trial court properly ruled that Georgia law applied to the appellants' breach of fiduciary duty claim under the doctrine of lex loci delicti because the injuries to the appellants, all Georgia residents, were suffered in Georgia and, regardless of whether Georgia or North Carolina law applied, the evidence did not show that the appellants had reposed any special confidence in the appellee, a foreign corporation, that would rise to the level necessary to impose fiduciary duties on the corporation. Rigby v. Flue-Cured Tobacco Coop. Stabilization Corp., 339 Ga. App. 558, 794 S.E.2d 413 (2016).

Section does not domesticate foreign corporation.

- Former § 14-2-311 did not serve to domesticate a foreign corporation; it merely gave the foreign corporation an equal status generally, but a foreign corporation with a certificate of authority was not entirely equivalent to a domestic corporation. George C. Carroll Constr. Co. v. Langford Constr. Co., 182 Ga. App. 258, 355 S.E.2d 756 (1987), overruled on other grounds, Clover Cable of Ohio, Inc. v. Heywood, 260 Ga. 341, 392 S.E.2d 855 (1990) (decided under former § 14-2-311).

No right to maintain suit if transacting business without certificate.

- A foreign corporation shall have the right to maintain a suit and make loans and create or acquire evidence of debt in this state without being considered as transacting business in this state, although if it was found to be transacting business in this state without a certificate of authority it shall not be permitted to maintain any action, suit or proceeding in any court of this state. Tankersley v. Security Nat'l Corp., 122 Ga. App. 129, 176 S.E.2d 274 (1970) (decided under former Code 1933, § 22-1402).

No legislative grant of immunities from taxation or regulation.

- The legislative grant of rights and privileges to a foreign corporation does not include the immunities from taxation or regulation enjoyed by domestic corporations. Roberts v. Lipson, 231 Ga. 142, 200 S.E.2d 722 (1973) (decided under former Code 1933, § 22-1402).

Corporation qualified to do business not exempt from tax.

- The General Assembly did not intend to grant to undomesticated foreign corporations which qualified to do business in this state an exemption of its stock from intangible tax. Roberts v. Lipson, 231 Ga. 142, 200 S.E.2d 722 (1973) (decided under former Code 1933, § 22-1402).

The grant of "rights and privileges" to undomesticated foreign corporations qualified to do business in this state does not include the exemption of their stock from the Georgia intangible tax. Roberts v. Lipson, 231 Ga. 142, 200 S.E.2d 722 (1973) (decided under former Code 1933, § 22-1402).

Nonresident contractors required to register despite possession of certificate.

- Since the amendment of the Nonresident Contractor Act, O.C.G.A. § 48-13-30 et seq., in 1972, a nonresident contractor is required to register in order to maintain an action to recover payment for performance of a contract in the courts of this state although it has a certificate of authority to do business in this state. George C. Carroll Constr. Co. v. Langford Constr. Co., 182 Ga. App. 258, 355 S.E.2d 756 (1987) (decided under former § 14-2-311).

Veil-piercing claim subject to foreign law.

- In light of O.C.G.A. § 14-2-1505(c), applying Texas law in determining whether veil-piercing claim was the property of a debtor in bankruptcy was not against the public policy of Georgia when an internal affair was at issue. Realmark Inv. Co. v. American Fin. Corp., 171 Bankr. 692 (N.D. Ga. 1994).

Cited in Orkin Exterminating Co. v. Gilland, 130 Ga. App. 788, 204 S.E.2d 469 (1974); Image Mills, Inc. v. Vora, 146 Ga. App. 196, 245 S.E.2d 882 (1978); Diedrich v. Miller & Meier & Assocs., 254 Ga. 734, 334 S.E.2d 308 (1985).

Editor's notes.

- In light of the similarity of the statutory provisions, an opinion under former Code 1933, § 22-1402 and former Code Section 14-2-311, which were repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, is included in the annotations for this Code section.

Foreign corporation's stock is exempt from state intangible property tax provided the corporation pays all taxes it would be required by the laws of this state to pay if it were a domestic corporation. 1969 Op. Att'y Gen. No. 69-458 (decided under former Code 1933, § 22-1402).

Am. Jur. 2d.

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

C.J.S.

- 19 C.J.S., Corporations, §§ 981, 988, 991.

ALR.

- Applicability to foreign corporations of statute precluding defense of want of legal organization, 73 A.L.R. 1202.

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.

State excise, privilege, or franchise tax upon foreign corporation as affected by commerce clause, 105 A.L.R. 11; 139 A.L.R. 950.

Rescission or annulment of forfeiture of license of foreign corporation to do business in the state as affecting previous contracts or transactions of corporation, 172 A.L.R. 493.

Eligibility of foreign corporation to appointment as trustee of inter vivos trust, 82 A.L.R.2d 946.