O.C.G.A. § 14-2-1507 (2019)
Registered office and registered agent of foreign corporation
Each foreign corporation authorized to transact business in this state must continuously maintain in this state:
(1) A registered office that may be the same as any of its places of business; and
(2) A registered agent, who may be:
(A) An individual who resides in this state and whose business office is identical with the registered office;
CORPORATIONS & PARTNERSHIPS
(B) A domestic corporation, nonprofit domestic corporation, or domestic limited liability company whose business office is identical with the registered office; or
(C) A foreign corporation, foreign or nonprofit corporation, or foreign limited liability company authorized to transact business in this state whose business office is identical with the registered office.
History
(Code 1981, § 14-2-1507, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2016, p. 225, § 3-2/SB 128.)
Annotations
Law reviews. - For note advocating the adoption of a statute incorporating the doctrine of forum non conveniens, see 7 Ga. L. Rev. 744 (1973).
COMMENT Source: Model Act, § 15.07. This replaces provisions formerly contained in § 14-2-317. A foreign corporation that obtains a certificate of authority in a state thereby agrees that it is amenable to suit in the state. Section 14-2-1507 requires every such corporation continuously to maintain a registered office and registered agent within the state upon whom service of process may be made. As is the case with a domestic corporation, the registered office may, but need not be, a business office of the foreign corporation. Section 14-2-1507 is patterned after Section 14-2-501, relating to the registered office and registered agent of a domestic corporation. For a fuller description of the policies underlying Section 14-2-1507, see the Comment to Section 14-2-501. Cross-References Changing registered office or agent, see § 14-2-1508. Registered office and agent generally, see Article 5. Resignation of registered agent, see § 14-2-1509. Revocation of certificate of authority does not affect authority of registered agent, see § 14-2-1531. Revocation of certificate of authority for failure to appoint and maintain registered office and agent, see § 14-2-1530. Service on foreign corporation, see §§ 14-2-1510, 14-2-1520, & 14-2-1531. JUDICIAL DECISIONS Editor’s notes. - In light of the similarity of the statutory provisions, decisions under former Code Section 14-2-317, which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this Code section.
Cited in Ticor Constr. Co. v. Brown, 255 Ga. 547, 340 S.E.2d 923 (1986); Mullinax v. McNabb-Wadsworth Truck Co., 117 F.R.D. 694 (N.D. Ga. 1987).
OPINIONS OF THE ATTORNEY GENERAL Editor’s notes. - In light of the similarity of the statutory provisions, an opinion under former Code Section 14-2-317, which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, is included in the annotations for this Code section. Requirements of RICO Act. - The
Georgia Racketeer Influenced and Corrupt Organizations Act, O.C.G.A. § 16-14-1 et seq., requires foreign alien corporations to comply with registration requirements when they desire to acquire or maintain of record any real property in this state. 1982 Op. Att’y Gen. No. 82-89 (decided under former § 14-2-317).
RESEARCH REFERENCES Am. Jur. 2d. - 18A Am Jur 2d Corporations § 762 et seq. 36 Am. Jur. 2d, Foreign Corporations, § 216 et seq. C.J.S. - 19 C.J.S., Corporations, § 987. ALR. - Cessation by foreign corpora-
tion of business within state as affecting designation of agent for service of process, 45 ALR 1447. Jurisdiction of action involving dividends of foreign corporation, 72 ALR2d 1211.