Certificate of Authority for Foreign Corporation Georgia

Key Takeaways

• A corporation must register as a foreign entity to legally operate in Georgia.
• The Application for Certificate of Authority for Foreign Corporation Georgia establishes the right to do business in the state.
• To withdraw, corporations must file Form CD 555 (Certificate of Authority Withdrawal) and settle taxes.
• Withdrawal is different from dissolution: withdrawal ends authority in Georgia, dissolution ends the business entirely.
• Companies must maintain compliance by filing annual registrations and designating a registered agent while active.
• Fees, tax clearance, and correct completion of forms are critical to avoid penalties or delays.

The application for withdrawal of a certificate of authority Georgia is used when a company decides to stop operating as a foreign entity in the state. However, this process doesn't stop the corporation from doing business in its home state.

What Is a Corporation?

A corporation is a type of business formed under the laws of the state where the company's headquarters is located. The state of incorporation, or domicile, is the home state. This business structure exists in perpetuity regardless of changes in owners, board members, or shareholders. It exists until the board of directors takes an action to dissolve it. For as long as it exists, it is subject to all the legal requirements in every state where it is registered.

A corporation can do business in states other than the domicile. This requires registration as a foreign entity in each of those states. Later, the company may decide to cease operations in one or more of those states. To do so legally, the company must go through the steps to withdraw the certificate of authority.

When Is a Certificate of Authority Required?

A foreign corporation—that is, any company formed outside of Georgia—must obtain a Certificate of Authority before transacting business in the state. Activities that generally trigger the requirement include:

• Opening an office or other place of business in Georgia.
• Hiring employees who regularly work in Georgia.
• Owning or leasing property in the state.
• Engaging in continuous business activities beyond isolated transactions.

By filing the application for certificate of authority for foreign corporation Georgia, businesses gain legal recognition, access to Georgia courts, and the ability to enforce contracts. Without proper registration, a company may face fines and be barred from maintaining lawsuits until compliance is achieved

How to File an Application for Withdrawal of Certificate of Authority in Georgia

1. To complete the process of withdrawing registration as a foreign entity in Georgia, the corporation files a form with the secretary of state's office. This document notifies the state that the company will no longer operate as a foreign entity there. The form is usually called a certificate of withdrawal or something similar. In Georgia, all foreign business types use the form called Certificate of Authority Withdrawal (CD 555). This packet of information must be sent to the Office of Secretary of State, Corporations Division, 315 West Tower, #2 Martin Luther King, Jr. Drive, Atlanta, Georgia 30334-1530. You can reach the office by phone at (404) 656-2817 or online at www.georgiacorporations.org.
   
   The documentation must include:
   • The name of the company and the jurisdiction under whose law it is organized
   • A statement that the corporation will no longer do business in Georgia and surrenders its authority to do so
   • A statement revoking the authority of the company's registered agent to accept service on its behalf. This statement names the secretary of state as the agent for service of process in any proceedings that arise later related to the time the company was doing business in Georgia.
   • A mailing address where the secretary of state can forward a copy of any process served
   • A promise to notify the secretary of state if that mailing address changes in the future
   • The filing fee of $20 paid to the secretary of state
2. In addition to the certificate for withdrawal, the corporation must file a final tax return to show that any outstanding taxes have been paid.
3. Finally, the Secretary of State will issue a certificate of withdrawal. The corporation may not withdraw until it has this document in hand.

Filing Fees and Processing Times

The filing fee for a Certificate of Authority Withdrawal in Georgia is $20. Expedited service may be available for an additional fee if faster processing is required. Standard processing typically takes 7–10 business days, though electronic filings may be completed more quickly.

Corporations should confirm that all state taxes have been reported and paid before filing. The Secretary of State may delay approval if outstanding obligations remain

Sample Fields From the Application for Withdrawal

• Organization type (check only one):
  Corporation
  Limited Liability Company
  Limited Partnership
  Liability Limited Partnership
• Entity name
• Home state in which entity was formed
• The business no longer transacts business in Georgia and surrenders its certificate of authority.
• The entity revokes the authority of its registered agent to accept service of process and appoints the Georgia secretary of state as its agent for service in any proceedings that arise from the time it was authorized to do business in Georgia.
• Any process served on the entity after withdrawal from Georgia may be mailed to this address.
• The withdrawing company commits that it will notify the secretary of state if the forwarding address changes.
• Printed signature or typed name of signer
  Title of person signing above (circle one that matches the corporate type from item 1):
  Corporation - Officer; Attorney for corp; Incorporator; Receiver or trustee
  LLC - Member; Manager; Attorney for LLC; Organizer; Receiver or trustee
  LP - General partner; Attorney for LP; Receiver or trustee
  LLP - General partner; Attorney for LLP; Receiver or trustee

Compliance Considerations Before Withdrawal

Before filing for withdrawal, corporations should:

1. File a Final Tax Return – Georgia requires proof that the company has met its tax obligations.
2. Cancel Business Licenses or Permits – Local permits must be formally ended to prevent ongoing liability.
3. Notify Creditors and Clients – Ensure outstanding debts or contracts are resolved before exiting.
4. Maintain Records – Keep copies of all withdrawal documents, correspondence, and the final certificate for future reference.

Failing to complete these steps may lead to penalties, ongoing tax assessments, or legal disputes

Withdrawal vs. Dissolution

Withdrawing a certificate of authority is not the same as dissolving the corporation. When a company no longer wants to transact business anywhere, it dissolves. This involves filing articles of dissolution with the secretary of state's office. After dissolution, the corporation no longer exists. As part of the process of dissolution, the business must withdraw from every state where it was registered as a foreign entity.

During dissolution:

• The corporation is liquidated.
• Debts are paid.
• Business accounts are closed.
• Final tax returns are filed.
• Licenses and permits are canceled.

Ongoing Compliance for Foreign Corporations in Georgia

Foreign corporations that remain active in Georgia must comply with ongoing obligations, including:

• Annual Registration: Due by April 1 each year with the Secretary of State.
• Registered Agent: A Georgia-based registered agent must be maintained for service of process.
• Business Licenses and Taxes: Local licenses and state tax filings must be kept current.

Failure to meet these obligations can result in administrative revocation of authority, fines, and reputational harm. Only after ensuring compliance should a company move forward with an application for withdrawal.

Frequently Asked Questions

1. What is the purpose of the application for certificate of authority for foreign corporation Georgia?
   It allows an out-of-state corporation to legally conduct business in Georgia while remaining incorporated in its home state.
2. How much does it cost to withdraw a Certificate of Authority in Georgia?
   The standard filing fee is $20, with additional charges for expedited processing.
3. Do I need tax clearance before withdrawing from Georgia?
   Yes. A final tax return and settlement of outstanding state taxes are required before approval.
4. What happens if my company continues doing business without a Certificate of Authority?
   The business may face fines, lose access to Georgia courts, and be unable to enforce contracts until compliance is restored.
5. Is withdrawal the same as dissolving my corporation?
   No. Withdrawal ends authority in Georgia, while dissolution legally ends the corporation’s existence in its home state and everywhere else.

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