Doing Business in Georgia as a Foreign Corporation

Expanding across states can be a key move in the economic development of your business. However, there is no unified process for registering as a foreign corporation. Each state has its own rules and regulations you must follow if you’re conducting business within that state as a foreign corporation.

Additionally, each state has its own definition of what it means to be a foreign corporation, and there are plenty of incentives to get started on your expansion. Read on if you are a new business or startup looking to get started doing business in Georgia.

What Is a Foreign Corporation?

A foreign corporation isn’t necessarily a corporation from another country. It’s often a corporation from another state. If your family owns a small business selling barbecue in Alabama and you decide to start producing and bottling your signature recipe sauce at a facility in Atlanta, your business would be a foreign corporation in Georgia.

Registering as a foreign corporation in another state allows you to expand the scope of your business across the United States. Every state has different rules and requirements for registering as a foreign corporation and may require businesses to register for different reasons.

How Do You Register as a Foreign Corporation in Georgia?

Registering as a foreign corporation is relatively simple as a Georgia business. It’s a straightforward process, yet a crucial part of your business plan, that can be completed in just a few easy steps:

1. Obtain a Certificate of Good Standing From the State Your Business Was Incorporated in

A Certificate of Good Standing is a certificate issued by a relevant authority in the state where you received your business license, or professional license, that demonstrates that your business has been compliant and is properly registered. States can have different issuing authorities for Certificates of Good Standing, but most states utilize the Secretary of State as the agency.

You’ll use this certificate to prove to the state of Georgia that your business is legitimate when you register as a foreign corporation.

2. Hire a Georgia-Based Registered Agent

Some states require that foreign corporations hire a registered agent based in their state. A foreign corporation is a business that doesn’t have a formal presence within a state. A registered agent is someone you authorize to accept mail or legal documents on your behalf. The state of Georgia requires that all foreign corporations appoint a Georgia-based registered agent.

Mosey can act as your registered agent in the state of Georgia. We can receive legal and government communications on your behalf and forward your communications to the proper authority within your business.

3. Determine Name Eligibility for Your Business

Check the availability of your business name. If there is already a business registered in Georgia using the same name as your business or a very similar name to your business, you may have to modify your name when you register in Georgia. You may be able to utilize a DBA (doing business as) for brand recognition.

Georgia also has name requirements for corporations. The names of all corporations must end in “corporation,” “limited,” “incorporated,” or an acceptable abbreviation (inc, LLC for limited liability company). You may need to make modifications to reach compliance with Georgia’s rules.

You can place a name reservation with the Georgia Secretary of State for incorporation.

4. File a Certificate of Authority for Foreign Corporation With Georgia’s Secretary of State

Filing your Certificate of Authority for a Foreign Corporation is the last step in completing Georgia’s foreign corporation registration process. Georgia has streamlined the registration process, making it easy to complete the entire process online.

The forms are slightly different for each type of business entity. Make sure you select the form that corresponds with your business structure.

Limited liability company (LLC)
Corporation
Limited partnership (LLLP/LP)
Limited partnership (LLP)

Complete the paperwork and submit it with your Certificate of Good Standing and contact information for your Georgia registered agent. Pay the filing fee and submit your documents virtually. You can also file by mail.

Georgia offers premium processing for Foreign Corporation filings. Standard processing takes up to seven business days for electronic filing and up to 15 days when you file by mail.

Expedited processing, same business day processing, and one-hour processing are available for an additional fee. Choose the processing method that best fits your budget and the needs of your business.

How Much Does It Cost To Register as a Foreign Corporation in Georgia?

The filing fee for electronic Foreign Corporation registration is $225. Filing by mail costs $225 plus an additional $10 paper filing fee. Fees for optional expedited processing vary by type of processing, ranging from $100 to $1,000.

What Types of Businesses Need To Be Registered as Foreign Corporations To Conduct Business in Georgia?

The State of Georgia is strict with foreign corporation registration requirements. While they do not specify particular actions that constitute transacting business within the state, their guidelines make it clear that they do not recognize many exceptions to their current rules.

Is It Possible To Conduct Business in Georgia Without Needing To First Register as a Foreign Corporation?

Georgia does not have a specific definition for transacting business as a foreign entity within the state. The state has only defined a few exceptions to the rule, excluding conducting personal business, indirectly conducting business, or completing one-time business deals with no longstanding involvement within the state.

Here are the exceptions:

Involvement in a Georgia lawsuit
Using independent contractors in Georgia for sales or remote work
General interstate commerce (like eCommerce-based businesses)
Opening a bank account, taking a loan, or handling a mortgage for personal, non-commercial reasons
A one-time business transaction (i.e. buying equipment from a Georgia-based business to move out of state with laborers from out of state)
Holding meetings or business trips in Georgia

The best business decision would be to err on the side of caution. If there’s any chance that what your business does in Georgia could be considered transacting business, the wisest choice would be to abide by the state’s guidelines and register as a foreign corporation.

You do not have to register as a foreign corporation if you are a sole proprietorship, i.e. a one-person business.

Are There Any Penalties for Conducting Business Without Registering as a Foreign Corporation?

Businesses must file as a foreign corporation within 30 days of conducting business in Georgia. Failure to file can result in a civil fine at a minimum of $500. Additional fines and penalties can be assessed at the discretion of the State of Georgia, depending on the type of business activities that took place prior to proper registration.

Georgia offers multiple options for expedited processing. If you’re concerned that you may have transacted business without proper registration as a foreign corporation, you have the option to file online and choose expedited processing in as little as one hour at an additional fee.

It may help you avoid facing penalties or jeopardizing your business relationship with the state of Georgia.

Do You Have To Pay Business Taxes in Georgia as a Foreign Corporation?

The Georgia Department of Revenue requires that corporations (whether foreign or local businesses) pay Georgia state sales tax on goods and services sold in Georgia. All Georgia corporations and registered foreign corporations as taxpayers are liable to pay a 5.75% tax rate on their Georgia taxable net income.

A Georgia taxable net income is defined as income generated through doing business in Georgia or taxable property income in the state of Georgia. You do not have to pay income tax on income generated strictly through business dealings outside the state.

State tax compliance, including Georgia taxes, is one of the most important things that small business owners are required to abide by. Abiding by state tax and federal tax guidelines can help avoid issues with the IRS that may jeopardize your ability to conduct business.

A Final Word on Doing Business in Georgia as a Foreign Corporation

Georgia has highly specific rules for who should register as a foreign corporation. The state makes it easy to file necessary paperwork online and even offers highly expedited processing options for businesses that risk non-compliance fines.

Compliance is one of the most important aspects of running a business. Mosey provides compliance automation solutions for small businesses, allowing businesses to spend more time focusing on internal initiatives and growing while compliance issues are swiftly managed in the background.

Mosey can automate registering your business in the state of Georgia as a foreign corporation and can even act as your registered agent. Learn more about how Mosey can make your business needs a breeze.