Business Division FAQ | Georgia Secretary of State (2022)

FAQ Sections

General, Registered Office, and Registered Agent

Dissolutions and Administrative Dissolutions

Amendments, Reinstatement, Conversions, and Mergers

Trademarks and Service Marks

Name Availability Standards

General, Registered Office, and Registered Agent

General Questions

Business corporations, nonprofit corporations, professional corporations, benefit corporations, limited partnerships, limited liability limited partnerships, and limited liability companies are formed in Georgia by filing with the Corporations Division of the Office of Secretary of State. In some instances, the above entities that form in other states choose to file with the Georgia Secretary of State as “foreign” entities.

The Corporations Division does not provide legal advice. Individuals must research this question on their own and should consult a lawyer and/or tax professional in making the decision. The factors to be considered include tax issues, liability issues, capital needs and the type of business, among many others. If a decision is made to form a corporation, limited partnership, or limited liability company, the staff of the Corporations Division can assist with the process.

Processing times will vary depending on office workload. Online filings are generally processed within 7 to 10 business days of receipt by the Division. Paper filings submitted by mail or hand-delivery, and paper filings submitted online are generally processed in 15 business days of receipt by the Division. Anticipate lengthier turnarounds in late December through January when a larger volume of filings is received. Large numbers of filings are also typically received at the end of each quarter, late March, late June, and late September. Please allow at least 15 business days for filings to be reviewed to account for increases in workload.

Annual registration is required by law. Annual registration is also the means for changing officers, registered agents, or address information. The filing also confirms that the entity still exists.

Georgia corporations file the first annual registration within 90 days of the date of incorporation, and between January 1 and April 1 each year thereafter. Limited liability companies, limited partnerships and foreign corporations file the first annual registration between January 1 and April 1 of the year following the initial filing, and between January 1 and April 1 each year thereafter.

A paper form may be downloaded from our website here.

It stands for “Official Code of Georgia Annotated” and is often referred to as “the Code.” Laws regarding corporations, LLCs and partnerships are found in Title 14 of the Code.

No. Bylaws are maintained by the corporation.

No. That information is maintained by the corporation.

No, the Georgia Business Corporation Code does not impose an age requirement for officers.

Members of the board of directors must be at least 18 years old.

A corporation has officers as described in its bylaws, as provided by O.C.G.A. § 14-2-840. Only a corporation’s chief executive officer (person in charge), chief financial officer (treasurer) and secretary (person who maintains records) are listed with the Corporations Division. The same individual may hold more than one office.

Entity addresses can be changed by filing an annual registration. If an annual registration has already been filed for the current renewal period, then an entity's address may be changed by filing an amended annual registration. The annual registration or amended annual registration may be filed here. Please see the fee schedule to review the fee for filing an annual registration or amended annual registration.

Officer changes for a corporation can be made while filing an annual registration or an amended annual registration if an annual registration has already been filed in the current calendar year. The annual registration or amended annual registration may be filed or changed here. Please see the fee schedule to review the fee for filing an annual registration or amended annual registration

Georgia law regarding limited liability companies (“LLCs”) requires only the listing of the registered agent. Thus, members or managers for LLCs are not listed and there is no procedure to “change” them by filing with the Secretary of State.

This is an extremely complex question for which there is no easy “yes” or “no” answer. Georgia law imposes many responsibilities upon corporations. These requirements must be strictly followed to assure limited personal liability. Thus, we strongly suggest that questions in this area be addressed to legal counsel. Courts of law sometimes allow individuals within a corporation to be sued personally.

“S” and “C” refer to federal tax laws that are applicable to a particular corporation. The Secretary of State does not have information that shows whether a corporation is an “S” or a “C”. Questions about the meaning of these designations and the differences in the two types of corporations should be addressed to the Internal Revenue Service, www.irs.ustreas.gov, or to an accountant or attorney.

The Employee Identification Number is obtained from the Internal Revenue Service https://www.irs.gov/. The Corporations Division does not issue or maintain record of EINs.

If you intend to apply to the Internal Revenue Service (IRS) for recognition of federal tax-exempt status as a charitable organization under section 501(c)(3) of the Internal Revenue Code, your articles of incorporation must contain certain provisions. For more information, visit this page on the IRS website. To learn about the general requirements for federal tax-exempt status, visit www.irs.gov/charities, or download IRS Publication 557, Tax-Exempt Status for Your Organization. Additional information and resources can be found at www.stayexempt.irs.gov/Resource-Library.

No.

It is a corporation with fewer than 50 shareholders that includes a statement in its articles of incorporation that it elects to be a statutory close corporation, pursuant to O.C.G.A. § 14-2-902. Provisions of law beginning at O.C.G.A. § 14-2-901 govern close corporations.

The registered agent is the “mailbox” for the corporation. The registered agent is the person or entity located in this state designated by the entity to receive any service of process, documents, or other official communication on its behalf. An entity cannot be its own registered agent. The registered agent may or may not be an owner, shareholder, or officer of the entity. Many entities use their attorney or a professional corporate service company for this service. The registered agent’s address must be a street address in Georgia, and the agent must be located at that address. A post office box or “mail drop” may not be used as the registered agent address. Please review O.C.G.A. §§ 14-2-501 and 14-2-1507 (profit corporation); 14-3-501 and 14-3-1507 (nonprofit corporation); 14-8-46 (foreign limited liability partnership); 14-9-104 and 14-9-902.1 (limited partnership); and 14-11-209 and 14-11-703 (limited liability company).

The registered agent for a Domestic Profit and Nonprofit Corporation may be:

  • Individual or entity (e.g., LLC, LP, LLP, general partnership, etc.) who resides in this state;
  • Domestic profit corporation, nonprofit corporation, or limited liability company; or
  • Foreign profit corporation, nonprofit corporation, or limited liability company authorized to transact business in Georgia
  • (See O.C.G.A. §§ 14-2-501, 14-3-501, 14-2-140 and 14-3-140)

The registered agent for a Foreign Profit and Nonprofit Corporation may be:

  • Individual who resides in this state and whose business office is identical with the registered office;
  • Domestic profit, nonprofit corporation, or limited liability company; or
  • Foreign profit corporation, nonprofit corporation, or limited liability company authorized to transact business in Georgia.
  • (See O.C.G.A. §§ 14-2-1507, 14-3-1507)

The registered agent for a Domestic Limited Partnership and Domestic Limited Liability Limited Partnership may be:

  • Individual resident of this state;
  • Domestic corporation, professional corporation, or limited liability company; or
  • Foreign corporation or limited liability company authorized to transact business in Georgia.
  • (See O.C.G.A. § 14-9-104)

The registered agent for a Foreign Limited Partnership and Foreign Limited Liability Limited Partnership may be:

  • Individual resident of this state;
  • Domestic corporation, professional corporation, or limited liability company; or
  • Foreign corporation or limited liability company authorized to transact business in Georgia.
  • (See O.C.G.A. § 14-9-902.1)

The registered agent for a Domestic Limited Liability Company may be:

  • Individual resident of this state;
  • Domestic corporation or another domestic limited liability company; or
  • Foreign corporation or limited liability company having a certificate of authority to transact business in Georgia.
  • (See O.C.G.A. § 14-11-209)

The registered agent for a Foreign Limited Liability Company may be:

  • Individual resident of this state;
  • Domestic corporation or limited liability company; or
  • Foreign corporation or another foreign limited liability company having a certificate of authority to transact business in Georgia.
  • (See O.C.G.A. § 14-11-703)

The registered agent for a Foreign Limited Liability Partnership may be:

  • Individual resident of this state;
  • Domestic corporation, professional corporation, or limited liability company; or
  • Foreign corporation or limited liability company authorized to transact business in Georgia.
  • (See O.C.G.A. § 14-8-46)

For all entity types, the registered agent’s business office address must be identical with the registered office address.

Yes. Each entity must continuously maintain a registered agent and registered office in Georgia

The name of the registered agent and/or the registered office of an entity can be changed by filing an annual registration or an amended annual registration, which can be done here.

Pursuant to O.C.G.A. §§ 14-2-401 (profit corporation), 14-3-401 (nonprofit corporation), 14-9-102 (limited partnership), and 14-11-207 (limited liability company), issuance of a name by the Secretary of State means that the name is distinguishable for filing purposes from the names of other entities on the records of the Corporations Division. Many names that are issued by the Corporations Division might not be available for use in the marketplace. Additional name restrictions are posted on our website.

The name reservation fee to file online is $25.00; the fee to file a name reservation in paper format by mail or hand-delivery is $35 ($25 filing fee + $10 paper filing service charge).

A name reservation may be filed on-line through the following link or by submitting a completed Name Reservation Request form along with the fee to the Corporations Division. The Name Reservation Request form is available for download here.

Another choice may be submitted within 60 days of the date of the deficient document notice without payment of an additional name reservation fee. After that, the fee must be paid to submit a new name reservation request.

No. The Corporations Division cannot confirm name availability via telephone. Names are reviewed only in response to online or mail requests.

Most requests are responded to within 5 to 7 business days of receipt.

A name reservation is effective for 30 days from the date of approval or until the filing forming the entity with that reserved name is submitted, whichever is sooner.

No. However, filing for the name reservation first may save you time and money, and could reduce the processing time for your application.

No. These abbreviations are indicators for two different types of filings. Entity indicators may not be reserved as part of the business name.

No. Entity indicators may not be reserved as part of the business name. The entity indicator will be added by the filer at the time the entity formation documents are submitted.

You cannot request or reserve a name for an entity that has been administratively dissolved within the last 5 years. Please see O.C.G.A. §§ 14-2-1422, 14-3-1422, and14-11-603.

The next step is to file your entity formation documents (i.e. articles of incorporation for a corporation, certificate of limited partnership for a limited partnership, or articles of organization for an LLC.)

No activity or investment under a name, such as advertising, purchase of a seal, entry into legal transactions, etc., should be conducted based on a name reservation. Such action should not be taken until the entity formation documents are filed and a certificate of incorporation, certificate of organization, or certificate of limited partnership is issued by the Secretary of State.

Issuance of a name by the Corporations Division does not necessarily give a person the exclusive right to use of that name. Filing with the Secretary of State is not “name protection.”

No. Pursuant to O.C.G.A. § 10-1-490, trade names are registered with the clerk of superior court of the county in which the business is chiefly carried on or, in the case of a domestic corporation using a trade name, in the county of its legal domicile. A trade name is also known as a “DBA” or “fictitious name.”

This means that information submitted on your documents did not meet the requirements as set forth in the Official Code of Georgia Annotated (O.C.G.A.), or your filing did not include all required documents.

If documents are corrected and returned within 30 days of the date of the Deficient Document Filing Notice, they will be deemed filed as of the date originally received. Deficient filings are deemed abandoned if still pending after 60 days from initial receipt of the filing. After the filing is deemed abandoned, a new filing, including new filing fees, will be required.

If you filed online, then you will submit the new name online through the electronic refile process. If you filed in paper format, you will need to submit the new articles and a new transmittal form with the name. The deficient document notice that you receive will provide instructions on how to submit a new name.

Yes. You may review all Corporations Division filing fees here. LINK MISSING

If your transmittal form or application included an email address, your documents will be emailed. If not, your completed documents will be mailed.

Locate your transmittal form using the site search function>>

Click hereto locate the filing procedures.

The question is complicated, so all entities are encouraged to consult legal counsel. An entity formed in another state, defined as a “foreign” entity under Georgia law, should review the provisions of O.C.G.A.§§ 14-2-1501 (profit corporation), 14-3-1501 (nonprofit corporation), 14-8-45 (LLP), 14-9-902 (LP and LLLP), and 14-11-702 (LLC). These laws provide that a “foreign [entity] may not transact business in this state until it obtains a certificate of authority from the Secretary of State.”

However, each statute lists a number of activities that “do not constitute transacting business.” Thus, if a company’s business in Georgia falls into one of these categories, it is not required to file with the Secretary of State. The burden is on the entity to determine whether or not it should file. An entity that decides that it should file is required to do so within 30 days of commencing business in Georgia.

O.C.G.A.§§14-2-1502 (profit corporation), 14-3-1502 (nonprofit corporation), 14-8-54 (LLP), 14-9-907 (LP and LLLP), and 14-11-711 (LLC) list the consequences of transacting business without authority. One possible sanction is that an entity that should have obtained a certificate of authority, but does not, may not be able to file a lawsuit in the State of Georgia. An entity that begins transacting business in Georgia without registering as required must pay a penalty. For profit corporations, the penalty is $500.00; for LLCs, LPs and LLLPs the penalty is $500.00 plus all fees which would have been imposed if the entity registered as required; and for LLPs the penalty is $500.00 for each year or part of year during which it transacted business plus all fees which would have been imposed if the foreign LLP had registered as required.

You may file for a certificate of authority online by creating an account and registering the foreign entity athttps://ecorp.sos.ga.gov/Account or by mailing a completed paper“Applicationfor Certificate of Authority” to the Corporations Division of the Secretary of State's office. The filing fee is $200.00 for foreign LLPs, and $225.00 for all other entities. There is an additional $10 service charge if filing in paper format.

If the foreign entity is a corporation, you will need to include a current (no older than 90 days) certificate of existence (“good standing”) from the Secretary of State or other official having custody of corporate records in its state or country of incorporation.

A foreign entity that ceases its operations in Georgia should file an "Application for Withdrawal" pursuant to O.C.G.A. §§ 14-2-1520 (profit corporation), 14-3-1520 (nonprofit corporation), 14-8-50 (LLP), 14-9-906 (LP and LLLP), or 14-11-707 (LLC). You may file for a withdrawal using our online services at https://ecorp.sos.ga.gov/Account or a paper application for Withdrawal may bedownloaded and mailed to the Corporations Division of the Secretary of State's office. There is an additional $10 service charge if filing in paper format.

You must appoint a registered agent in Georgia to qualify. The registered agent may be anyone that accepts this appointment as long as they are physically located here in Georgia. There are several service companies in Georgia that will serve as your registered agent for a yearly fee.

You may put “upon qualification” or “upon filing”.

Yes. If you have been doing business in Georgia over 30 days, you will owe a penalty. For profit corporations the penalty is $500.00; for LLCs, limited partnerships and limited liability limited partnerships the penalty is $500.00 plus all fees which would have been imposed if the entity registered as required; and for limited liability partnerships (“LLP”) the penalty is $500.00 for each year or part of year during which it transacted business plus all fees which would have been imposed if the foreign LLP had registered as required.

As part of our continuing anti-fraud and cyber security effort, Georgia Secretary of State Brad Raffensperger has implemented identity proofing services provided by Experian Information Solutions, Inc. (“Experian”). This identity proofing, known as Experian identity verification, will be used to verify the identity of online filers for certain online filings made through eCorp, the Corporations Division’s online services website.

For those online filings requiring Experian identity verification, the filer will be seamlessly directed to an Experian webpage where they will enter identifying information, such as name, date of birth, address, and last 4 digits of his or her social security number. The filer will then be presented with 5 questions from Experian designed to confirm the identity of that filer. If the filer answers these questions correctly, they will be automatically redirected to the payment gateway to complete their online filing. If the filer does not answer the questions correctly, they will be presented with 5 additional questions. If a filer fails Experian identity verification by incorrectly answering the second set of 5 questions, the filer will not be allowed to proceed with the transaction. If a filer fails Experian identity verification on a second consecutive attempt, then the filer will not be allowed to proceed with the transaction and their eCorp account will be locked.

The Georgia Secretary of State will not have access to a filer’s personal credit profile or credit score, and will not store any data provided for Experian identity verification. However, Experian may access information from a filer’s personal credit profile, which will be used solely to confirm the filer’s identity. This identity verification transaction will not result in an inquiry on the filer’s personal credit profile and will only be visible to that filer.

If a filer thinks the Experian identity verification system has incorrect information, they can take the following steps:

For any questions, you may contact the Secretary of State’s office at 844-753-7825.

Georgia law provides that a corporation, limited liability company (“LLC”) or limited partnership (“LP”) name must be distinguishable upon the records of the Secretary of State from the names of other corporations, LLCs or LPs filed with the Secretary of State. This is the standard in nearly 40 states.

Without limiting the discretion of the Secretary of State to determine that a name is not distinguishable, the following are examples of when a requested name will be considered "not distinguishable" from an existing name:

  • Names are not distinguishable if the only difference is “a,” “an,” or “the” at the beginning of the name. “The Auto Store, Inc.” is not distinguishable from “Auto Store, Inc.”
  • Names are not distinguishable if the only difference is the entity type. “The Auto Store, LLC” is not distinguishable from “The Auto Store, Inc.”
  • “&” and “and” do not make names distinguishable. “A & B, Inc.” is not distinguishable from “A and B, Inc.”; and "A and B, Inc." or "A & B, Inc." is not distinguishable from "AB, Inc." or "A.B., Inc."
  • Punctuation does not make names distinguishable. “A.B.C., Inc.” is not distinguishable from “ABC, Inc.”
  • Plural forms of the same word do not make names distinguishable.
  • A suffix added to a word or any other deviation from or derivative of the same word does not make names distinguishable.
  • Names are not distinguishable if the only difference is the abbreviation of a word in the name. “Ga. Auto Store, Inc.” is not distinguishable from “Georgia Auto Store, Inc.”
  • Names are not distinguishable if the only difference is a phonetic spelling of the same word. “Boyz, Inc.” is not distinguishable from “Boys, Inc.”

The Secretary of State may restrict from use, require consent, or require further information before certain terms shall be used in an entity name. The use of some words is controlled by laws not administered by the Secretary of State. Customers who wish to form entities using these words should submit a letter of approval from the appropriate agency along with the filing.

  • Use of the following terms in an entity name requires the written approval of the Office of Insurance and Safety Fire Commissioner: “insurance,” “assurance,” “surety,” “fidelity,” “reinsurance,” “reassurance,” or “indemnity.”
  • Use of the following terms or any variation of the word “bank” in an entity name requires the written approval of the Department of Banking and Finance: "bank," “banc,” “banque,” “banker,” “banking company,” “banking house,” “bancorp,” “bankruptcy,” "bancshares," "bankshares,” “credit union,” “savings & loan,” “trust,” or “trust company.”
  • Use of the following terms in an entity name requires the written approval of the Georgia Nonpublic Postsecondary Education Commission: “college” or “university.”

Office of Insurance and Safety Fire Commissioner: 2 MLK Jr. Dr., Suite 704 West Tower, Atlanta, GA 30334, Telephone: (404) 656-2070.

Department of Banking and Finance: 2990 Brandywine Rd., Suite 200, Atlanta, GA 30341-5565, Telephone: (770) 986-1633.

Nonpublic Postsecondary Education Commission: 2082 East Exchange Place, Suite 220, Tucker, GA 30084-5305, Telephone: (770) 414-3300.

Dissolutions and Administrative Dissolutions

Dissolutions

The certificate of termination must be signed by a member, manager, organizer, or attorney in fact. The certificate of termination may also be signed by a fiduciary if the LLC is in the hands of a receiver, trustee, or other court-appointed fiduciary.

A certificate of cancellation must be signed by all general partners.

The articles of dissolution and notice of intent to dissolve must be signed by an officer, chairman of the board of directors, or attorney in fact. Articles of dissolution can be signed by the incorporator if the dissolution was authorized by the incorporators.

No. If a profit corporation has not issued shares or has not commenced business, then a notice of intent to dissolve is not required to be filed. If a nonprofit corporation has not admitted members entitled to vote on dissolution, has not commenced activities, and has no net assets, then a notice of intent to dissolve is not required to be filed. A notice of intent to dissolve is required only when filing articles of dissolution pursuant to O.C.G.A. §§ 14-2-1402 (profit corporation) and 14-3-1402 (nonprofit corporation).

Yes. The entity must be current on all annual registrations due.

You may file for voluntary dissolution and notice of intent to dissolve electronically using our online services at https://ecorp.sos.ga.gov/Account or you may download the paperforms here.There is an additional $10 service charge if filing in paper format.

It means the corporation or limited liability company was “administratively dissolved” by the Secretary of State in accordance with Georgia law. Upon dissolution, an entity may no longer carry on any business other than to wind up and liquidate its business and affairs.

The Secretaryof State may administratively dissolve an entity when the entity fails to timely file an annual report, fails to maintain a registered agent or registered office, or in several other situations. Please see O.C.G.A. §§ 14-2-1420, 14-3-1420, and 14-11-603. In most instances, a corporation or LLC is administratively dissolved because it failed to file its annual registration with the Secretary of State. This often occurs because the corporation or LLC is “out of business.”

An entity administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs (O.C.G.A. 1421421, 1431421, 1411603). However, if the entity is subsequently reinstated, the entity's existence will also beretroactively reinstated for all purposes. If the entity has been administratively dissolved and it is either not possible or desirable to reinstate the entity’s good standing and existence, the entity's affairs should be wound up, its assets liquidated, and all debts and obligations paid or otherwise satisfied.

If an entity desires to dissolve or terminate its existence, it must do so by formally filing the applicable dissolution documents. To voluntarily dissolve or terminate, you will need to access the Corporations Division's website at http://www.sos.ga.gov/Corporations/. If an administratively dissolved entity wishes to voluntarily dissolve or terminate its existence, it will need to reinstate prior to filing for voluntary dissolution or termination.

If you would like to continue operating as a business and want to avoid being administratively dissolved or revoked, you may complete the annual registration within 60 days of date of the Notice of Administrative Dissolution. You may file the annual registration online and pay with a credit card at https://ecorp.sos.ga.gov/Account or print a paper annual registration form and send in a check or money order for all appropriate fees due. There is an additional $10 service charge if filing in paper format.

Affected entities will be mailed a Notice of Administrative Dissolution from the Corporations Division informing you ofour intent to administratively dissolve theentity or revoke the entity’s Certificate of Authority.

Notices are sent to the last known address of the entity’s principal office or the registered agent.

Go to our website, http://www.sos.ga.gov/Corporations/. Go to online services and perform a search for your entity by name, control number, officer, or registered agent. Search for your entity andcheck the status. If the status reads “active/noncompliance, “then the entity will be administrativedissolved or revoked this year. If you wish to avoid administrative dissolution of the entity, thenfile all the necessary annual registration(s) and pay all the appropriate fees. You may also choose to voluntarily dissolve or terminate the entity; however, an annual registration must be filed and all required fees paid prior to the issuance of a certificate of voluntary dissolution or certificate of termination.

Go to our website,https://ecorp.sos.ga.gov/BusinessSearch and perform a search for your entity by business name or control number.

Online orders can be processed with a major credit card or debit card. Mailin/walkin ordersare processed via check or money order.Absolutely no cash is accepted.

According to O.C.G.A. §§1421421,1431421,1411603, an entity has 60 days from the date of notice to respond.The due date is clearly marked on the notice of administrative dissolution.

A corporation or LLC that is administratively dissolved may apply for reinstatement within 5 years of the date of the administrative dissolution by filing an application for reinstatement. You may file a reinstatement application online athttps://ecorp.sos.ga.gov/Account. Should you wish to file your reinstatement application by mail or hand-deliver to our office, you must print the reinstatement application form athttps://ecorp.sos.ga.gov/PrintReinstatementForm/Index, complete it and mail it in with a check or money order for payment of the fee. The fee to file online is $250; the fee to file by mail or hand-delivery is $260.

Please note that only domestic entities can reinstate. A foreign entity whose certificate of authority has been revoked must re-qualify to do business in Georgia by submitting a new application for a certificate of authority. A foreign entity is not eligible for reinstatement.

Each situation is different, and we cannot advise you on such matters. If this is your concern, we advise you to consult your attorney or accountant to help you make the best decision for your entity.

Amendments, Reinstatement, Conversions, and Mergers

Amendments

A corporation’s articles are amended by filing Articles of Amendment. There is no form for this filing; rather, articles are drafted pursuant to statutes beginning at O.C.G.A. §§ 14-2-1001 (profit) or 14-3-1001 (nonprofit). See particularly O.C.G.A. §§ 14-2-1006 (profit) and 14-3-1005 (nonprofit). You may submit the drafted amendment online athttps://ecorp.sos.ga.gov/Account. Once logged into your online account, select the “Submit Paper Filing Online” option to proceed with filing an amendment. Should you wish to file your amendment by mail, you must draft the amendment and mail it in with a check or money order for payment of the fee. The fee to file online is $20; the fee to file by mail or hand-delivery is $30.

A limited liability company’s articles are amended by filing Articles of Amendment. There is no form for this filing; rather, articles are drafted pursuant to O.C.G.A. § 14-11-210. You may submit the drafted amendment online athttps://ecorp.sos.ga.gov/Account. Once logged into your online account, select the “Submit Paper Filing Online” option to proceed with filing an amendment. Should you wish to file your amendment by mail, you must draft the amendment and mail it in with a check or money order for payment of the fee. The fee to file online is $20; the fee to file by mail or hand-delivery is $30.

A limited partnership’s certificate of limited partnership is amended by filing a Certificate of Amendment. There is no form for this filing; rather, articles are drafted pursuant to O.C.G.A. § 14-9-202. You may submit the drafted amendment online athttps://ecorp.sos.ga.gov/Account. Once logged into your online account, select the “Submit Paper Filing Online” option to proceed with filing an amendment. Should you wish to file your amendment by mail, you must draft the amendment and mail it in with a check or money order for payment of the fee. The fee to file online is $20; the fee to file by mail or hand-delivery is $30.

No. Registered agents are not authorized to sign articles of amendment.

For a corporation, the amendment must be signed by an officer, incorporator (only if directors have not been selected or the corporation has not been formed), a fiduciary (only if the corporation is in the hands of a receiver, trustee, or other court appointed fiduciary), or by an authorized person’s attorney in fact. For a limited liability company (“LLC”), the amendment must be signed by a member, manager, organizer (if the LLC has been formed but it has no members or managers), or by an authorized person’s attorney in fact.

No. All contents of the articles of amendment must be stated within the body of the articles of amendment, somewhere above the signature.

Yes. The adoption date of the amendment is the date the board of directors and/or shareholders/members voted to adopt the articles of amendment. The effective date would be the date the filer wishes the amendment to be effective in the Secretary of State’s office. In some situations, the two dates may be the same. If an effective date is being stated, both statements would have to be included. If the entity is a limited liability company or a limited partnership, an adoption date of the amendment is not a requirement.

No, you do not have to draft your own amendment if you file using online services at https://ecorp.sos.ga.gov/Account and select the ‘Business Amendment-Name Change Only’ option.

No. The filer can submit either of the two. If the articles of amendment are prepared pursuant to the Georgia Code, a verification of publication will also need to be included. When the amendment form is submitted, the verification of publication is printed on the form and no separate verification is required. There is also a form to change the name of a limited liability company, limited partnership, or limited liability limited partnership, but you may also prepare the articles of amendment or certificate of amendment pursuant to the relevant sections of the Official Code of Georgia Annotated. There is an additional $10 service charge to file in paper format. The fee to file online is $20; the fee to file in paper format is $30.

No. The form can only be used to change the name of the corporation. For any other type changes, articles of amendment would have to be prepared pursuant to the Georgia Code.

No. Officer changes can be made while filing an Annual Registration. Corporations are not required to file amended annual registrations to reflect changes in their officers until the next annual registration.

The fee to file online is $250; the fee to file by mail is $260. You may file a reinstatement application online athttps://ecorp.sos.ga.gov/Account. Should you wish to file your reinstatement application by mail to our office, you must print the reinstatement application form athttps://ecorp.sos.ga.gov/PrintReinstatementForm/Index, complete it and mail it in with a check or money order for payment of the fee.

Please note that only domestic entities can reinstate. A foreign entity whose certificate of authority has been revoked must re-qualify to do business in Georgia by submitting a new application for a certificate of authority. A foreign entity is not eligible for reinstatement.

The option to expedite a reinstatement filing is available by paying the additional expedite fee.

Yes. An administratively dissolved corporation or LLC must apply to the Secretary of State for reinstatement within 5 years after the effective date of dissolution.

A reinstatement application may be executed by the registered agent of the entity, by an officer, director, or shareholder of a corporation, or by a member or manager of an LLC. The individual must be the one set forth in the most recent annual registration filed with the Secretary of State. If the reinstatement application is not signed by one of these authorized persons, then the application must be accompanied by a notarized statement executed by a person who was an officer, director, or shareholder in the case of a corporation; a member or manager in the case of an LLC; an heir, successor, or assign of a person who was an officer, director, shareholder of the corporation; or a member, or manager of the LLC at the time that the entity was administratively dissolved. The statement should say that such person or decedent was an officer, director, or shareholder of the corporation at the time of administrative dissolution or a member or manager of the LLC at the time of administrative dissolution, and such person has knowledge of and assents to the application for reinstatement. Please see O.C.G.A. §§ 14-2-1422(a)(3), 14-3-1422(a)(3) and 14-11-603(b)(4)(C).

Yes. If the current wait time is not feasible, the processing of a reinstatement application can be “expedited” for an additional filing fee. 2 Business Day Expedited Service: Review of filing completed and a response sent within 2 business days costs an additional $100. Same Day Expedited Service: Review of filing completed and a response sent same business day costs an additional $250. Same day expedited processing service requests must be received by the Division by noon of a business day. Filings received after noon will be reviewed by noon on the next business day.

If filed online, the processing time is normally within 7-14 business days. If filed in paper format, the processing time is normally within 15-21 business days.

Pursuant to revisions made to the Georgia Code in 2008, the name of an administratively dissolved corporation or LLC is reserved for a period of 5 years after the date of dissolution or until the entity is reinstated, whichever is sooner. Please see O.C.G.A. §§ 14-2-1422(b), 14-3-1422(b) and 14-11-603(b)(6). If the entity does not reinstate within the 5-year period, then another entity may reserve or file under the name.

Yes.

Please refer to the following Georgia Entity Conversion Matrix for converting guidelines for specific entities: Printable Version of Entire Entity Conversion Matrix (PDF)

There are no forms for filing a conversion in Georgia. You will need to prepare your own certificate of conversion in compliance with the Georgia Code.

Yes. The existing entity must be current on its annual registrations before a conversion can be processed.

Yes. You may submit the conversion filing online athttps://ecorp.sos.ga.gov/Account. Once logged into your online account, select the ‘Submit Paper Filing Online’ option, then select ‘Conversion’ from the dropdown to proceed with filing.

There are no forms for filing a merger in Georgia. You will need to prepare your own articles of merger or certificate of merger in compliance with the Georgia Code.

Yes. You may submit the conversion filing online athttps://ecorp.sos.ga.gov/Account. Once logged into your online account, select the ‘Submit Paper Filing Online’ option, then select ‘Merger’ from the dropdown to proceed with filing.

No. The filing fee covers all entities that are merging. If you are submitting a separate merger for each entity merging, then you would need to include a $20.00 filing fee for each article of merger or certificate of merger being filed. The fee to file online is $20; the fee to file by mail or hand-delivery is $30.

The articles of merger or certificate of merger must be signed by an authorized person of the surviving entity. The merging entity may also sign the merger but is not required to do so.

Yes. The entity must be current on all annual registrations due.

Trademarks and Service Marks

No. The Corporations Division of the Secretary of State’s office serves only as a register of trademarks and service marks. Any infringement concerns would be taken up privately through the court system.

A trademark is any word, name, symbol, device, or combination thereof adopted and used by a person or entity to identify goods made or sold and to distinguish them from the goods made or sold by another person. If products or goods are sold, think "trademark." (O.C.G.A. § 10-1-440)

Examples of trademarks are: Coca-Cola (soft drink beverage), Microsoft (computer software) and USA Today (newspaper/publication.)

A service mark is the same as a trademark, except that a service mark is used by a person or entity to identify services rendered or offered and to distinguish them from the services rendered or offered by another person. The services must be provided to the public or any party other than the applicant. If services are sold or offered, think "service mark." (O.C.G.A. § 10-1-440)

Examples of service marks are: McDonald's (restaurant services), Wal-Mart (retail business services) and AT&T (telecommunications services.)

$15.00. This is an examination fee and is non-refundable and non-transferable. The fee is not refunded in the event a mark cannot be registered, renewed, assigned, or cancelled.

No. A trade name (also known as a “DBA” or “fictitious name”) is a name an owner uses to identify his/her business while a trademark is used to identify a good or service a business provides. Another distinct difference is that trade names are not registered at the state or federal level, but are registered with local government, primarily in the county in which a business operates. (O.C.G.A. § 10-1-490) If a trade name meets the criteria of a trademark or service mark, however, it also might be eligible for registration as such.

No. Trademark or service mark protection is acquired via a person or entity’s use of the mark in connection with the sale of goods or services. This protection is automatic under state common-law rights.

No. You are not required to register a mark you are using in Georgia with the Secretary of State.

Primarily, registration of a trademark or service mark provides two things. First, it provides actual public notice. By registering the mark with a central filing agency, the mark is available for public scrutiny. This benefits both the owner, who seeks exclusive use of a mark, and a potential filer who seeks to ensure that his or her mark does not conflict with a mark already in use.

Second, registration of a mark might be used as evidence in the event an infringement action is pursued by the registrant. Consult your legal counsel for more information regarding this matter.

No. There is no "intent to use" provision in Georgia’s trademark statute. The mark must already be in use to be considered for registration. However, there is no minimum time period of use. A trademark is deemed to be used in this state when it is placed in any manner on the goods or their containers or on the tags or labels affixed thereto and such goods are sold or otherwise distributed in this state. A service mark is deemed to be used in this state when it is used to identify the services of one person and to distinguish them from the services of others and such services are sold or otherwise rendered in this state. (O.C.G.A. § 10-1-440).

1. Raw or partly prepared materials

2. Receptacles

3. Baggage, animal equipment, portfolios, and pocketbooks

4. Abrasives and polishing materials

5. Adhesives

6. Chemicals and chemical compositions

7. Cordage

8. Smokers' articles, not including tobacco products

9. Explosives, firearms, equipment, and projectiles

10. Fertilizers

11. Inks and inking materials

12. Construction materials

13. Hardware and plumbing and steam fitting supplies

14. Metals and metal castings and forgings

15. Oils and greases

16. Paints and painters' materials

17. Tobacco products

18. Medicines and pharmaceutical preparations

19. Vehicles

20. Linoleum and oiled cloth

21. Electrical apparatus, machines, and supplies

22. Games, toys, and sporting goods

23. Cutlery, machinery, and tools, and parts thereof

24. Laundry appliances and machines

25. Locks and safes

26. Measuring and scientific appliances

27. Horological instruments

28. Jewelry and precious metal ware

29. Brooms, brushes, and dusters

30. Crockery, earthenware, and porcelain

31. Filters and refrigerators

32. Furniture and upholstery

33. Glassware

34. Heating, lighting, and ventilating apparatus

35. Belting, hose, machinery packing, and nonmetallic tires

36. Musical instruments and supplies

37. Paper and stationery

38. Prints and publications

39. Clothing

40. Fancy goods, furnishings, and notions

41. Canes, parasols, and umbrellas

42. Knitted, netted, and textile fabrics and substitutes thereof

43. Thread and yarn

44. Dental, medical, and surgical appliances

45. Soft drinks and carbonated waters

46. Foods and ingredients of foods

47. Wines

48. Malt beverages and liquors

49. Distilled alcoholic liquors

50. Merchandise not otherwise classified

51. Cosmetics and toilet preparations

52. Detergents and soaps

1. Miscellaneous

2. Advertising and business

3. Insurance and financial

4. Construction and repair

5. Communication

6. Transportation and storage

7. Material treatment

8. Education and entertainment

Yes. The Georgia Trademark and Service Mark database may be searched online. The database is updated daily and does not list pending applications.

No. A mark cannot be registered unless and until goods or services identified by the mark have actually been sold or offered.

No. Trademarks and service marks applications are processed in the order received by the Secretary of State's office.

No. Registration of a mark with our office only applies to the state of Georgia. There is no cross-referencing between states, or between federal registrations.

Yes. Trademarks may be registered federally in the United States Patent and Trademark Office. You may contact that office at (800) 786-9199 or visit their website at https://www.uspto.gov/.

No. This office does not search the records of federal registrations and cannot guarantee availability of marks.

The Price Gilbert Memorial Library at the Georgia Institute of Technology in Atlanta is designated as the Patent and Trademark Depository Library in the State of Georgia. Marks may be searched and other information may be obtained through that facility. The library may be contacted at (404) 894-4508.

You may also search federal registrations online at the United States Patent and Trademark Office website.

No. Patents are registered at the federal level with the United States Patent and Trademark Office. You may contact the office at (800) 786-9199.

A "specimen" is an actual example of use of the mark in the stream of commerce. It is the means by which a consumer would view your mark and be aware of the specific goods or services offered.

For a trademark, an acceptable specimen would be the actual label, tag, or packaging used on the product which is sold under the mark.

For a service mark, an acceptable specimen would be an advertisement, such as a newspaper ad, brochure, leaflet, flyer, or web page screen shot(s) which shows the mark, denotes the services provided to the public, and distinguishes the services from those of another party.

Only if the stationery or business cards bearing the mark clearly indicate the services. For example, to register "ABC Services" as a service mark, a business card which merely included the words "ABC Services" would likely not be acceptable. If the card also included the words, "home remodeling experts," it might be acceptable because it both depicts the mark and denotes the type of services rendered under the mark.

Three.

No. Three samples of the same specimen are acceptable.

A drawing page is drawing of the mark on an 8 ½ x 11 white sheet of paper. A drawing shows the mark you want to register and is a clear and accurate visual depiction of the mark. If the mark contains only words, list only those words on the 8 ½ x 11 white sheet of paper. A drawing page should not show additional words or designs that are not part of the mark. The drawing page must appear in black and white if color is not claimed as a feature of the mark, or in color if color is claimed as a feature of the mark/

Please see the list of class numbers above.

Only one. A mark is often eligible for registration in more than one class. However, a separate application must be filed for each class in which registration of the mark is sought. For example, a mark for a soft drink might be registered in class 45, "soft drinks and carbonated water." But, if the same mark is also used in connection with sweatshirts, it might also be registered in class 39, "clothing."

Mode or manner of use is how the applicant is using the mark in connection with the goods or services. For services, applicant may use the mark on business cards, flyers, brochures, newspaper advertisements, signs, menus, or other forms of advertisement. For goods, applicant may attach a tag or label directly to the goods or containers of the goods or imprint the mark directly on the goods.

Ten (10) years. If the mark is still in use in Georgia, it can be renewed for subsequent ten (10) year terms.

A mark is renewed by submission of a completed renewal application by the registrant during the last 6 months of the 10-year registration period. The renewal fee is $15, and the mark must still be in use at the time of renewal. The Secretary of State will notify the registrant at the last known address 6 months prior to the mark’s expiration date.

The renewal application must be received in the Secretary of State's office on or before the expiration date. There is no grace period.

An expired mark registration cannot be renewed or reinstated. However, you may re-apply for registration of the mark by submitting a new registration application for review.

Yes, a mark may be assigned by the registered owner (assignor) to another party (assignee) by submitting a completed Assignment Form and a $15 fee to the Secretary of State’s office.

These designations indicate that a person or entity claims rights in a particular trademark or service mark. They do not indicate that the mark has been registered. Even though a mark is not registered, a person or entity claiming ownership may place the "TM" or "SM" designation next to it.

This designation indicates that a mark is federally registered. It should only be used if the United States Patent and Trademark Office has granted registration.

Name Availability Standards

Georgia law provides that a corporation, limited liability company (“LLC”) or limited partnership (“LP”) name must be distinguishable upon the records of the Secretary of State from the names of other corporations, LLCs or LPs filed with the Secretary of State. This is the standard in nearly 40 states.

Without limiting the discretion of the Secretary of State to determine that a name is not distinguishable, the following are examples of when a requested name will be considered "not distinguishable" from an existing name:

  • Names are not distinguishable if the only difference is “a,” “an,” or “the”. “The Auto Store, Inc.” is not distinguishable from “Auto Store, Inc.”
  • Names are not distinguishable if the only difference is the entity type. “The Auto Store, LLC” is not distinguishable from “The Auto Store, Inc.”
  • “&” and “and” do not make names distinguishable. “A & B, Inc.” is not distinguishable from “A and B, Inc.”; and "A and B, Inc." or "A & B, Inc." is not distinguishable from "AB, Inc." or "A.B., Inc."
  • Punctuation does not make names distinguishable. “A.B.C., Inc.” is not distinguishable from “ABC, Inc.”
  • Plural forms of the same word do not make names distinguishable.
  • A suffix added to a word or any other deviation from or derivative of the same word does not make names distinguishable.
  • Names are not distinguishable if the only difference is the abbreviation of a word in the name. “Ga. Auto Store, Inc.” is not distinguishable from “Georgia Auto Store, Inc.”
  • Names are not distinguishable if the only difference is a phonetic spelling of the same word. “Boyz, Inc.” is not distinguishable from “Boys, Inc.”

The Secretary of State may restrict from use, require consent, or require further information before certain terms shall be used in an entity name. The use of some words is controlled by laws not administered by the Secretary of State. Customers who wish to form entities using these words should submit a letter of approval from the appropriate agency along with the filing.

  • Use of the following terms in an entity name requires the written approval of the Office of Insurance and Safety Fire Commissioner: “insurance,” “assurance,” “surety,” “fidelity,” “reinsurance,” “reassurance,” or “indemnity.”
  • Use of the following terms or any other similar terms, and any variation of the word “bank,” in an entity name requires the written approval of the Department of Banking and Finance: "bank," “banc,” “banque,” “banker,” “banking company,” “banking house,” “bancorp,” “bankruptcy,” "bancshares," "bankshares,” “credit union,” “savings & loan,” “trust,” “trust company,” “trusted,” or “trusting.”
  • Use of the following terms in an entity name requires the written approval of the Georgia Nonpublic Postsecondary Education Commission: “college” or “university.”

Office of Insurance and Safety Fire Commissioner: 2 MLK Jr. Dr., Suite 704 West Tower, Atlanta, GA 30334, Telephone: (404) 656-2070.

Department of Banking and Finance: 2990 Brandywine Rd., Suite 200, Atlanta, GA 30341-5565, Telephone: (770) 986-1633.

Nonpublic Postsecondary Education Commission: 2082 East Exchange Place, Suite 220, Tucker, GA 30084-5305, Telephone: (770) 414-3300.

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