O.C.G.A. § 14-2-1508 (2019)
Change of registered office or registered agent of foreign corporation
(a) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the Secretary of State for filing an amendment to its annual registration that sets forth:
(1) Its name;
(2) The street address of its current registered office;
(3) If the current registered office is to be changed, the street address of its new registered office;
(4) The name of its current registered agent; and
(5) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
(b) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any foreign corporation for which he is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the Secretary of State for filing an amendment to the annual registration that complies with the requirements of subsection (a) of this Code section.
History
(Code 1981, § 14-2-1508, enacted by Ga. L. 1988, p. 1070, § 1.)
Annotations
COMMENT Source: Model Act, § 15.08. This replaces provisions formerly contained in § 14-2-318.
CORPORATIONS & PARTNERSHIPS
A foreign corporation that changes its registered agent or registered office, or both, must file an amendment of its annual registration with the Secretary of State containing the information set forth in Subsection (a). A registered agent, typically a corporation service company, that changes the street address of its business office (and thereby the street address of the registered office of all corporations for which it serves as registered agent) may notify the Secretary of State by complying with Subsection (b) rather than with Subsection (a). Model Act provisions, and the requirement of former § 14-2-318(a)(5), requiring the consent of the registered agent to appointment were omitted. As a practical matter, a corporation would fail to obtain consent at its own risk, since it needs to assure that the appointed registered agent is aware of the responsibilities of such an agent, to notify the corporation of service of process and other documents when received. This section is patterned after Section 14-2-502, relating to changes of registered office or registered agent of a domestic corporation. For a fuller description of the policies underlying Section 14-2-1508, see the Comment to Section 14-2-502. Cross-References ‘‘Deliver’’ includes mail, see § 14-2-140. Effective date of notice, see § 14-2-141. Effective time and date of filing, see § 14-2-123. Filing fees, see § 14-2-122. Filing requirements, see § 14-2-120. Notice to corporation, see § 14-2-141. Resignation of registered agent, see § 14-2-1509. Revocation of certificate of authority for failure to file notice of change of registered office or agent, see § 14-2-1530. JUDICIAL DECISIONS Editor’s notes. - In light of the similarity of the statutory provisions, a decision under former Code Section 14-2-318, which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, is in-
cluded in the annotations for this Code section. Cited in Spiegel, Inc. v. Odum, 153 Ga. App. 380, 265 S.E.2d 297 (1980).
OPINIONS OF THE ATTORNEY GENERAL Editor’s notes. - In light of the similarity of the statutory provisions, an opinion under former Code Section 14-2-318, 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 § 14-2-318).