O.C.G.A.

O.C.G.A. § 14-2-1510 (2019)

Service on foreign corporation

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)

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.

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(a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation’s agent for service of

CORPORATIONS & PARTNERSHIPS

process, notice, or demand required or permitted by law to be served on the foreign corporation. (b) If a foreign corporation has no registered agent or its registered agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail or statutory overnight delivery, return receipt requested, addressed to the chief executive officer, chief financial officer, or secretary of the foreign corporation, or a person holding a position comparable to any of the foregoing, at its principal office shown in the later of its application for a certificate of authority or its most recent annual registration. Any party that serves a foreign corporation in accordance with this subsection shall also serve a copy of the process upon the Secretary of State and shall pay a $10.00 filing fee. (c) Service is perfected under subsection (b) of this Code section at the earliest of: (1) The date the foreign corporation receives the mail; (2) The date shown on the return receipt, if signed on behalf of the foreign corporation; or (3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed. (d) This Code section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation.

History

(Code 1981, § 14-2-1510, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1990, p. 257, § 27; Ga. L. 2000, p. 1589, § 3; Ga. L. 2002, p. 989, § 7.)

Annotations

Cross references. - Service of process generally, § 9-11-4. Editor’s notes. - Ga. L. 2000, p. 1589, § 16, not codified by the General Assembly, provides that the amendment to this Code section was applicable with respect to notices delivered on or after July 1, 2000.

Law reviews. - For article summarizing law relating to jurisdiction and venue over domestic and foreign corporations in Georgia, and service therein, see 21 Mercer L. Rev. 457 (1970).

COMMENT Source: Model Act, § 15.10. This parallels former § 14-2-319. Service on the registered agent is the typical method of service of process on a qualified foreign corporation. Subsection (a). But if the corporation does not have a registered agent, or if the agent cannot be found at the registered office, subsection (b) authorizes service on the chief executive officer, chief financial officer, or the secretary of the corporation at its principal office as shown in its certificate of authority or most recent annual registration. Service may be effected in the same way on a corporation which has withdrawn from the state or whose certificate of authority has been revoked. Service on the Secretary of State as agent of the corporation has been added to the Model Act provisions to restore the procedure of former § 14-2-319(b), which authorized service on the Secretary of State, who in

turn was required to mail a copy of the documents served on to the principal office of the corporation. Rather than require the Secretary of State to mail the process to the corporation, the Model Act approach of requiring the litigant to undertake the mailing directly is retained. Subsection (c) establishes the date on which service is effective under subsection (b), while subsection (d) makes clear that the method of service provided by this section does not preclude the use of other means of effecting service of process. Service of process may also be effected, for example, under a ‘‘long-arm’’ statute or under other special statutes authorizing service in some other manner. Section 14-2-1510 is patterned after Section 14-2-504, relating to service of process on domestic corporations. For a fuller description of the policies underlying Section 14-2-1510, see the Comment to Section 14-2-504. Note to 1990 Amendment The 1990 amendment amended paragraph (b) to delete the concept of service of process on the Secretary of State as agent for the foreign corporation. Although the Secretary of State must still be provided a copy of the process, deletion of the agency relationship eliminated the burden of the Secretary of State forwarding an additional copy of process to the foreign corporation. Cross-References Annual registration, see § 14-2-1622. Application for certificate of authority, see § 14-2-1503. ‘‘Principal office’’: defined, see § 14-2-140; designated in annual registration, see § 14-2-1622. Registered office and registered agent, see § 14-2-1507. Revocation of certificate of authority does not revoke authority of registered agent, see § 14-2-1531. Service on foreign corporation with revoked certificate of authority, see § 14-2-1531. Service on withdrawn foreign corporation, see § 14-2-1520. JUDICIAL DECISIONS Editor’s notes. - In light of the similarity of the statutory provisions, decisions under former Code 1933, § 22-1410 and former Code Section 14-2-319, which were repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this Code section. Former Code 1933, § 22-1410 applied only to qualified foreign corporations (corporations authorized to transact business), including (impliedly) those foreign corporations which should be qualified but failed either to obtain a certificate to transact business or to appoint registered agents for service as required by law. Spiegel, Inc. v. Odum, 153 Ga. App. 380, 265 S.E.2d 297 (1980) (decided under former Code 1933, § 22-1410). A foreign corporation can be served pursuant to former Code 1933, § 22-1410 only if it is a corporation that qualified, or should have qualified, to transact business in accordance with former Code

1933, § 22-1410 (see now O.C.G.A. § 14-2-1501). Al & Dick, Inc. v. Cuisinarts, Inc., 528 F. Supp. 633 (N.D. Ga. 1981) (decided under former Code 1933, § 22-1410). Domestic corporations not denied equal protection. - The statutory scheme providing different procedures for handling service upon foreign and domestic corporations does not deny domestic corporations equal protection under the state and federal constitutions. Ticor Constr. Co. v. Brown, 255 Ga. 547, 340 S.E.2d 923 (1986) (decided under former § 14-2-319). Requirement for service on specified officers. - Process mailed by the plaintiff to a corporation was not properly served because it was not directed to any of the officers specified in O.C.G.A. § 14-2-1510(b). Hester v. Human, 211 Ga. App. 351, 439 S.E.2d 50 (1993).

CORPORATIONS & PARTNERSHIPS

Service on bank manager sufficient. - Deputy sheriff ’s service of a wrongful foreclosure complaint on a mortgagee’s local branch manager at a branch office, rather than on the designated registered agent for service, was proper service pursuant to O.C.G.A. §§ 9-11-4 and 14-2-1510(d), and the trial court properly denied the mortgagee’s motion to open a default pursuant to O.C.G.A. § 9-11-55(b) based on its claim that there was no jurisdiction due to improper service; the deputy’s testimony that the manager indicated that the manager was authorized to accept service and that the manager did in fact accept the papers was entitled to a presumption in favor of the return of service. GMAC Mortg. Corp. v. Bongiorno, 277 Ga. App. 328, 626 S.E.2d 536 (2006). Full faith and credit given to out-of-state order. - Trial court did not err by requiring defendant to proceed to trial without the source code and other requested information because it had granted a certificate pursuant to O.C.G.A.

§ 24-13-94 to permit the defense an opportunity to obtain the information from the manufacturer located in Kentucky, set the case with enough time to do so, and, after the Kentucky court issued an order denying the request, which order was entitled to full faith and credit, required defendant to proceed to trial. Phillips v. State, 324 Ga. App. 728, 751 S.E.2d 526 (2013). Cited in Burton v. National Indem. Co., 123 Ga. App. 402, 181 S.E.2d 107 (1971); Castleberry v. Gold Agency, Inc., 124 Ga. App. 694, 185 S.E.2d 557 (1971); American Photocopy Equip. Co. v. Lew Deadmore & Assocs., 127 Ga. App. 207, 193 S.E.2d 275 (1972); Fulghum Indus., Inc. v. Walterboro Forest Prods., Inc., 345 F. Supp. 296 (S.D. Ga. 1972); Manton v. California Sports, Inc., 493 F. Supp. 496 (N.D. Ga. 1980); McPhaul v. Hindle Son & Co., 158 Ga. App. 650, 281 S.E.2d 636 (1981); Howard v. Technosystems Consol. Corp., 244 Ga. App. 767, 536 S.E.2d 753 (2000).

RESEARCH REFERENCES Am. Jur. 2d. - 36 Am. Jur. 2d, Foreign Corporations, §§ 216 et seq., 476 et seq. C.J.S. - 19 C.J.S., Corporations, §§ 987, 1030 et seq. ALR. - Service of process upon actual agent of foreign corporation in action based on transactions outside of state, 30 ALR 255; 96 ALR 366. Foreign corporations: soliciting subscriptions to or selling corporate stock as doing business within state, 35 ALR 625. Foreign railway corporation as subject to service of process in state in which it merely solicits interstate business, 46 ALR 570; 95 ALR 1478. Solicitation within state of orders for goods to be shipped from other state as doing business within state within statutes prescribing conditions of doing business or providing for service of process, 60 ALR 994; 101 ALR 126; 146 ALR 941. Constitutionality, construction and effect of statute providing for service of process upon statutory agent in action against foreign corporation as regards communication to corporation of fact of service, 89 ALR 658.

Jurisdiction of actions or proceedings involving internal affairs of foreign corporations, 89 ALR 736; 155 ALR 1231; 72 ALR2d 1211. Effect of agreement by foreign corporation to install article within the state to bring transaction within state control, 101 ALR 356. Who, other than public official, may be served with process in action against foreign corporation doing business in state, 113 ALR 9. Requisites of service upon, or delivery to, designated public official, as a condition of substituted service of process on him, 148 ALR 975. Statute providing for service of process upon designated state official in actions against foreign corporation as applicable to action based on transaction outside state, 162 ALR 1424. Power of state to subject foreign corporation to jurisdiction of its courts on sole ground that corporation committed tort within state, 25 ALR2d 1202. Foreign insurance company as subject to service of process in action on policy, 44 ALR2d 416.

Manner of service of process upon foreign corporation which has withdrawn from state, 86 ALR2d 1000. Federal or state law as controlling, in diversity action, whether foreign corporation is amenable to service of process in state, 6 ALR3d 1103.

Who is ‘‘general’’ or ‘‘managing’’ agent of foreign corporation under statute authorizing service of process on such agent, 17 ALR3d 625. Validity, construction, and application of ‘‘fiduciary shield’’ doctrine - modern cases, 79 ALR5th 587.

PART 2 WITHDRAWAL

Notes of Decisions

Cited in 11 cases (2 in the last 5 years), 1993–2025 · leading case: Turfstore.com, Inc. v. Hall Et Al., 823 S.E.2d 81 (Ga. Ct. App. 2019).

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Turfstore.com, Inc. v. Hall Et Al., 823 S.E.2d 81 (Ga. Ct. App. 2019). · cites it 38× “The purported service was undertaken in reliance on OCGA § 14-2-1510 (b), which is for out-of-state corporations without a registered agent.”

Hester v. Human, 439 S.E.2d 50 (Ga. Ct. App. 1993). · cites it 6× “This defendant had ostensibly been served pursuant to OCGA § 14-2-1510 (b). The State Court of Fulton County determined that this Oklahoma corporation had not been properly *352 served since there had been no service upon any one of the list of corporate officers specified in…”

Howard v. Technosystems Consol. Corp., 536 S.E.2d 753 (Ga. Ct. App. 2000). · cites it 6× “1 To attempt to effectuate service against these nonresident corporations, Howard served the Secretary of State under OCGA § 14-2-1510 (b) and mailed the defendants copies of the , complaint and summons by “restricted delivery.”

GMAC Mortg. Corp. v. Bongiorno, 626 S.E.2d 536 (Ga. Ct. App. 2006). · cites it 4× “4 Even OCGA § 14-2-1510, upon which GMAC relies in support of its argument, specifically notes “This Code section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation.”

Tomlin v. White Dairy Ice Cream Co., Inc., 13 F. Supp. 2d 1354 (S.D. Ga. 1997). · cites it 18× “Ga.Code Ann. § 14-2-1510(b) (Michie 1994).”

Phillips v. State, 751 S.E.2d 526 (Ga. Ct. App. 2013). · cites it 2× “Phillips also filed the affidavit of defense counsel’s law clerk averring that she served CMI by serving the Georgia Secretary of State with copies of an April 27, 2012 subpoena pursuant to OCGA § 14-2-1510 (b), seeking the source codes and various other information relating to…”

Health Horizons, Inc. v. State Farm Mut. Auto. Ins., 521 S.E.2d 383 (Ga. Ct. App. 1999). · cites it 2× “A foreign corporation that obtains a certificate of authority is subject to service under OCGA § 14-2-1510. See Spiegel, Inc. v. Odum, 153 Ga.”

Mark a. Richards v. Opteum Mortg. d/b/a Opteum Mortg. Acceptance Corp. (Ga. Ct. App. 2022). · cites it 16× “” The process server therefore stated that he had perfected service on Opteum in two ways: first, by serving the Georgia Secretary of State under OCGA § 9-11-4 (e) (1); and second, by mailing the summons and complaint to Opteum’s CEO at the address that appeared on Richards’s…”

Michael Perry v. Daryll Peterson (Ga. Ct. App. 2025). · cites it 2× “10 Again, in line with our holding in Division 1, our discussion in Thorburn about “perfecting service” in order to “constitute a pending suit” related solely to service — the act of delivering the summons and complaint to the defendant in the manner authorized by law — under a…”

Brett Robert Phillips v. State (Ga. Ct. App. 2013). · cites it 2× “court required the trial to proceed, stating that the case was first reset on January 30, 2008, more than four years before, and noting that the Kentucky court found not only that 7 Phillips also filed the affidavit of defense counsel’s law clerk averring that she served CMI by…”

Tampa Pipeline Corp. v. City Mills Co., 456 S.E.2d 270 (Ga. Ct. App. 1995). · cites it 2× “It served the affidavit and summons on tenant, a foreign corporation without a registered agent in this state, in three ways: (1) on June 27, 1994, by mailing a copy to defendant’s president by certified mail, return receipt requested, and also serving the Secretary of State…”

— 14-2-1510(b) — 1 case

Tomlin v. White Dairy Ice Cream Co., Inc., 13 F. Supp. 2d 1354 (S.D. Ga. 1997). “Ga.Code Ann. § 14-2-1510(b) (Michie 1994).”

— 14-2-1510(b)(5) — 1 case

Tomlin v. White Dairy Ice Cream Co., Inc., 13 F. Supp. 2d 1354 (S.D. Ga. 1997). “Ga.Code Ann. § 14-2-1510(b) (Michie 1994).”

Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.