reglab/statecodes huggingface dataset:
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-20 - LIMITED LIABILITY COMPANIES - NAME › Rule 590-7-20-.05 - Contested Cases

Current through Rules and Regulations filed through June 27, 2024
(1) The Secretary of State is not authorized
				to intervene in a private name infringement action. The Secretary of State may
				provide certified copies of any public document filed pursuant to the Code and
				the rules promulgated thereunder.
(2) The Secretary of State may, prior to the
				issuance of a certificate of organization or a certificate of authority, revoke
				a name certificate if the name certificate is issued for a name which is not
				distinguishable from the name of another entity or name reservation filed with
				the Secretary of State or the name contains any word whose use is restricted by
				any provision of the Code and rules promulgated thereunder.
(3) In the event that a certificate of
				organization or a certificate of authority has been issued by the Secretary of
				State and the name is not distinguishable from the name of another entity filed
				with the Secretary of State under Title 14 of the Official Code of Georgia
				Annotated, or the name contains any word whose use is restricted by any
				provision of the Code or rules promulgated thereunder, the following actions
				may be taken:
(a) The Secretary of State may
				issue an order directing the limited liability company to file articles of
				correction or articles of amendment changing its name to a name that is
				available for use in this state or directing a foreign limited liability
				company to file an application for amended certificate of authority changing
				its name to a name that is available for use in this state. Since this is a
				ministerial correction of documents, the limited liability company shall not be
				required to pay a fee to the Commissioner for such filing.
(b) In the event the domestic or foreign
				limited liability company fails to file the appropriate documents to change its
				name, the Commissioner may mark the records maintained by the Secretary of
				State to show the limited liability company's noncompliance and may certify the
				record to the Attorney General and request that action be taken against the
				limited liability company according to the provisions of the Code.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-20 - LIMITED LIABILITY COMPANIES - NAME › Rule 590-7-20-.06 - Restricted Names

Current through Rules and Regulations filed through June 27, 2024
(1) The Secretary of State may refuse to
				grant a request for a name certificate or a proposed entity name if such
				requested name contains the name of any entity on file with the Secretary of
				State pursuant to Title 14 of the Code. A request for a name certificate or a
				proposed entity name may be granted if the applicant obtains express written
				permission from the entity regarding the use of the name, and the names are
				otherwise distinguishable or the other entity files with the Secretary of State
				an appropriate document to change its name to a name that is distinguishable
				upon the records of the Secretary of State from the name of the applying
				limited liability company.
(2) The
				Secretary of State may refuse to grant a request for a name certificate or a
				proposed entity name if such requested name contains any word whose use is
				restricted by any provision of the Official Code of Georgia
				Annotated.
(3) The Secretary of
				State may restrict from use, require consent, or require further information
				before certain terms shall be used in a limited liability company or foreign
				limited liability company name. A list of said terms shall be posted in the
				same public access area of the Division offices as the fee and penalty listing
				maintained pursuant to Rule
				 590-7-19-.06. Said list shall be
				available upon request. The restricted terms shall be deemed to include the
				name of any well-known trademark, tradename, governmental agency, educational
				organization or institution, charitable organization, or professional
				organization.
O.C.G.A.
				 §§
											14-5-23,   14-11-1105,   14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-20 - LIMITED LIABILITY COMPANIES - NAME › Rule 590-7-20-.07 - Foreign/Domestic Limited Liability Companies Distinguished

Current through Rules and Regulations filed through June 27, 2024
The name of a place attached to one of two otherwise
				 indistinguishable or identical names may sufficiently distinguish between a
				 foreign limited liability company and a domestic limited liability company, or
				 between two foreign limited liability companies.
O.C.G.A. §§
										14-5-23,   14-11-1105,  and
				  14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-20 - LIMITED LIABILITY COMPANIES - NAME › Rule 590-7-20-.08 - Domestic Limited Liability Companies Distinguished

Current through Rules and Regulations filed through June 27, 2024
The name of a place or location attached to one or more
				 otherwise indistinguishable or identical names may sufficiently distinguish
				 between two domestic limited liability companies.
O.C.G.A. §§
										14-5-23,   14-11-1105,  and
				  14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-21 - LIMITED LIABILITY COMPANIES - FILING OF DOCUMENTS › Rule 590-7-21-.01 - Filing of Documents

Current through Rules and Regulations filed through June 27, 2024
(1) The filing of documents by a domestic or
				foreign limited liability company shall be made with the Secretary of State in
				the following manner:
(a) By mailing the
				required documents and fees to the Secretary of State at 2 Martin Luther King,
				Jr. Drive, Suite 313, West Tower, Atlanta, Georgia 30334;
(b) By delivering the required documents and
				fees to the Secretary of State at the address referred to in subparagraph (a)
				above; or
(c) By electronic
				transmission in the manner authorized by the Division on its website.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-21 - LIMITED LIABILITY COMPANIES - FILING OF DOCUMENTS › Rule 590-7-21-.02 - Transmittal Information Form

Current through Rules and Regulations filed through June 27, 2024
All articles of organization filed with the Secretary of
				 State shall include a transmittal information form as prescribed by the
				 Secretary of State in compliance with the Code. Information contained on the
				 form shall be entered into the automated database maintained by the Secretary
				 of State. The Secretary of State or his or her staff shall not be responsible
				 for any errors or omissions on said form. The form shall be attached to and
				 made a part of the original articles of organization on file with the Secretary
				 of State, including articles that are filed as part of a certificate of
				 conversion.
O.C.G.A. §§
										14-5-23,   14-11-1105,  and
				  14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-21 - LIMITED LIABILITY COMPANIES - FILING OF DOCUMENTS › Rule 590-7-21-.03 - Additional Information

Current through Rules and Regulations filed through June 27, 2024
(1)
Correct mailing address.
The
				applicant shall provide the Secretary of State with a correct mailing address
				of the limited liability company's principal place of business, which may be a
				post office box or street address.
(2)
Registered office address.
The applicant shall also provide the Secretary of State with the street address
				of the registered office where service of process may be effectuated. This
				address may not be a post office box, post office drawer, mail drop, or rural
				route.
(3)
County of
				registered office.
The applicant shall provide to the Secretary of State
				the name of the county of the registered office.
(4)
Registered agent.
The legal
				name of the registered agent at the registered office of the limited liability
				company shall be provided to the Secretary of State. Consent of the registered
				agent to his or her appointment as registered agent is not required.
O.C.G.A.
				 §§
											14-5-23,   14-11-1105,   14-11-1106
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-21 - LIMITED LIABILITY COMPANIES - FILING OF DOCUMENTS › Rule 590-7-21-.04 - Returned Documents

Current through Rules and Regulations filed through June 27, 2024
(1)
Documents must be complete.
The Secretary of State may return any documents that are not complete and
				appropriate for filing as prescribed by the Code and the rules promulgated
				thereunder. The returned documents will be accompanied by a Deficient Document
				Notice explaining the deficiency and an acknowledgement of receipt by the
				Secretary of State of the filing fee.
(2)
Filing date.
The documents
				may be corrected by the applicant and returned to the Secretary of State for
				processing. The applicant must attach to the corrected and returned documents
				the Deficient Document Notice issued by the Secretary of State. If the
				documents are returned to the Secretary of State by the applicant within thirty
				(30) days of the date of the Deficient Document Notice, the filing date will be
				the date the filing was initially received by the Secretary of State.
(3)
Abandoned filings.
If the
				filing is not returned to and received by the Secretary of State within sixty
				days (60) of the date of the Deficient Document Notice, the filing will be
				deemed abandoned. After a filing is deemed abandoned, a new filing, including
				the payment of filing fees and any penalties, will be required.
O.C.G.A.
				 §§
											14-5-23,   14-11-1105,   14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-21 - LIMITED LIABILITY COMPANIES - FILING OF DOCUMENTS › Rule 590-7-21-.05 - Amendments and Other Subsequent Filings

Current through Rules and Regulations filed through June 27, 2024
(1) The Secretary of State shall endorse all
				amendments, mergers, and other subsequent filings with a stamp certificate
				acknowledging the filing and stating the time and date of such
				filings.
(2) All amendments and
				subsequent filings shall include the control number of the limited liability
				company, the date of its original formation or registration, and any fees
				required by law and the fee schedule maintained by the Secretary of
				State.
O.C.G.A. §§
										14-5-23,   14-11-1105,  and
				  14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-21 - LIMITED LIABILITY COMPANIES - FILING OF DOCUMENTS › Rule 590-7-21-.06 - Operating Agreement

Current through Rules and Regulations filed through June 27, 2024
The Secretary of State shall not accept for filing any
				 operating agreement of any limited liability company, whether domestic or
				 foreign.
O.C.G.A. §§
										14-5-23,   14-11-1105,  and
				  14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-21 - LIMITED LIABILITY COMPANIES - FILING OF DOCUMENTS › Rule 590-7-21-.07 - Foreign Limited Liability Companies

Current through Rules and Regulations filed through June 27, 2024
(1)
Initial Qualification
.
(a) A foreign limited liability company
				transacting business in this state shall procure a certificate of authority to
				do so from the Secretary of State. This certificate may be procured by the
				filing of the application of certificate of authority form, as prescribed by
				the Secretary of State, and the payment of fees and penalties as set forth in
				the Code and the fee schedule published by the Secretary of State. A foreign
				limited liability company does not have to file a certified certificate of
				existence from its home state in order to obtain a certificate of authority in
				Georgia.
(b) The application for
				certificate of authority form, as prescribed by the Secretary of State, shall
				contain the information required by O.C.G.A. Section
				 14-11-702, and any other information necessary to determine whether the applicant is
				subject to any fees or penalties imposed by the Code or the fee schedule
				published by the Secretary of State.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-21 - LIMITED LIABILITY COMPANIES - FILING OF DOCUMENTS › Rule 590-7-21-.08 - Preclearance

Current through Rules and Regulations filed through June 27, 2024
(1) Documents may
				be submitted to the Secretary of State for preclearance examination. The
				purpose of preclearance examination is to confirm that the proposed document
				conforms to the filing provisions of the Code prior to the actual submittal of
				the document for filing with the Secretary of State.
(2) Preclearance is available for any
				document required or permitted to be filed with the Secretary of State pursuant
				to Title 14 of the Official Code of Georgia Annotated, as amended.
(3) The fee for preclearance is set forth on
				the fee schedule maintained by the Secretary of State. The preclearance of a
				document may be expedited.
(4)
				Preclearance of documents does not reserve an entity name.
O.C.G.A.
				 §§
											14-5-23,   14-11-1105,   14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-22 - LIMITED LIABILITY COMPANIES - ANNUAL REGISTRATIONS › Rule 590-7-22-.01 - Annual Registration Processing

Current through Rules and Regulations filed through June 27, 2024
The Secretary of State or his or her agent shall receive the
				 incoming annual registrations. It is the responsibility of the Corporations
				 Division of the Office of Secretary of State to promptly process and record the
				 filing of annual registrations pursuant to the Code. The Division may designate
				 an agent or agents to assist in the administrative duties concerning annual
				 registrations.
O.C.G.A. §§
										14-5-23,   14-11-1105,  and
				  14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-22 - LIMITED LIABILITY COMPANIES - ANNUAL REGISTRATIONS › Rule 590-7-22-.02 - New Registration Filings

Current through Rules and Regulations filed through June 27, 2024
A newly formed domestic limited liability company or a newly
				 qualified foreign limited liability company shall file an annual registration
				 with the Secretary of State on a form provided by the Secretary and pay the fee
				 stated in the Code between January 1 and April 1 of the year following the
				 calendar year of the new registration filing.
O.C.G.A. §§
										14-5-23,   14-11-1105,  and
				  14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-22 - LIMITED LIABILITY COMPANIES - ANNUAL REGISTRATIONS › Rule 590-7-22-.03 - Annual Registration Filings

Current through Rules and Regulations filed through June 27, 2024
Each limited liability company registered to do business in
				 this State shall, between January 1 and April 1 of each year, file an annual
				 registration with the Secretary of State. This annual registration shall be on
				 forms provided by the Secretary of State, shall contain the information
				 required to be on an annual registration as stated in the Code, and shall
				 include the payment of the fee and penalties set forth in the Code and fee
				 schedule maintained by the Secretary of State. The Secretary of State may
				 provide for the electronic filing of annual registrations.
O.C.G.A. §§
										14-5-23,   14-11-1105,  and
				  14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-22 - LIMITED LIABILITY COMPANIES - ANNUAL REGISTRATIONS › Rule 590-7-22-.04 - Depository

Current through Rules and Regulations filed through June 27, 2024
The Secretary of State may designate a depository for receipt
				 of annual registration filings and fees on an annual basis, in accordance with
				 the criteria developed and administered by the Department of Administrative
				 Services (DOAS). The depository may perform certain ministerial services on
				 behalf of the Secretary of State in order to fulfill depository functions as
				 set forth by DOAS and these Rules. The selected depository shall enter into an
				 agreement with the Secretary of State that any goods and services provided the
				 Division under the agreement will be subject to the appropriate purchasing
				 procedures and any relevant state laws.
O.C.G.A. §§
										14-5-23,   14-11-1105,  and
				  14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-22 - LIMITED LIABILITY COMPANIES - ANNUAL REGISTRATIONS › Rule 590-7-22-.05 - Annual Registration Notifications

Current through Rules and Regulations filed through June 27, 2024
(1)
Form.
The Secretary of State
				shall design the annual registration form. This form shall contain specific
				filing instructions.
(2)
Distribution.
The Secretary of State or his or her agent shall
				prepare and send the annual registration notices to registered limited
				liability companies.
(3)
Notification.
All active limited liability companies will be sent
				an annual registration notification as soon as possible after January 1 of each
				year. Annual registration notices may be sent by mail or by electronic methods,
				such as email. Annual registration notices will not be forwarded to those
				limited liability companies that have been withdrawn, revoked, terminated, or
				dissolved. Annual registration notices will not be forwarded to those active
				limited liability companies that failed to maintain a valid mailing address on
				file with the Secretary of State.
O.C.G.A. §§
										14-5-23,   14-11-1105,  and
				  14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-22 - LIMITED LIABILITY COMPANIES - ANNUAL REGISTRATIONS › Rule 590-7-22-.06 - Annual Registration Updating

Current through Rules and Regulations filed through June 27, 2024
The Division may update the annual registration data or
				 employ the services of an outside contractor to update the annual registration
				 data. If the form is not properly signed the Secretary of State is authorized
				 to accept the filing and allow the signature on the check used to pay the fee
				 to verify the existence of the facts on the form. Unless otherwise indicated,
				 the signature on the annual registration form shall be deemed to be the
				 signature of person authorized to sign the form by the filing limited liability
				 company. The Secretary of State is authorized to enter into a contract or
				 agreement to provide for the updating of annual registration
				 information.
O.C.G.A. §§
										14-5-23,   14-11-1105,  and
				  14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-22 - LIMITED LIABILITY COMPANIES - ANNUAL REGISTRATIONS › Rule 590-7-22-.07 - Retention of Annual Registration

Current through Rules and Regulations filed through June 27, 2024
The Secretary of State shall maintain all filed annual
				 registrations for a period of five (5) years.
O.C.G.A. §§
										14-5-23,   14-11-1105,  and
				  14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-22 - LIMITED LIABILITY COMPANIES - ANNUAL REGISTRATIONS › Rule 590-7-22-.08 - Failure to File Annual Registration

Current through Rules and Regulations filed through June 27, 2024
A limited liability company that is on file with the
				 Secretary of State or authorized to transact business in this State that fails
				 to file its annual registration with the correct fee may be subjected to
				 administrative dissolution or revocation in accordance with the provisions of
				 Title 14 of the Official Code of Georgia Annotated.
O.C.G.A. §§
										14-5-23,   14-11-1105,  and
				  14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-22 - LIMITED LIABILITY COMPANIES - ANNUAL REGISTRATIONS › Rule 590-7-22-.09 - Extensions of Filing Time

Current through Rules and Regulations filed through June 27, 2024
The Secretary of State may extend the time of filing of the
				 annual registration if he or she determines that it is in the public interest
				 to do so and if additional time is needed to complete the updating of the
				 limited liability company information and payment records of the limited
				 liability company. In the event an order is issued regarding such extension,
				 the Secretary of State is authorized to issue certificates of existence on
				 those limited liability companies that are current through the preceding
				 year.
O.C.G.A. §§
										14-5-23,   14-11-1105,  and
				  14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-22 - LIMITED LIABILITY COMPANIES - ANNUAL REGISTRATIONS › Rule 590-7-22-.10 - Valid Period of Annual Registration

Current through Rules and Regulations filed through June 27, 2024
(1) Notwithstanding any other law or rule to
				the contrary, each domestic limited liability company and foreign limited
				liability company may file an annual registration to be valid for a period up
				to and including three calendar years.
(2) On an annual registration, each domestic
				limited liability company or foreign limited liability company shall designate
				a period of one year, two years, or three years as the valid annual
				registration period of said annual registration filing. The annual registration
				filing shall be accompanied by the payment of the fee and penalties set forth
				in the Code and the fee schedule maintained by the Secretary of State for each
				calendar year included in the designated annual registration period.
(3) A limited liability company's next annual
				registration is due between January 1 and April 1 of the first calendar year
				following the end of the designated annual registration period in its most
				recent annual registration filing. For any limited liability company that
				reinstates following administrative dissolution, its next annual registration
				is due between January 1 and April 1 of the first calendar year following its
				reinstatement.
(4) If changes need
				to be made to a limited liability company's principal office address,
				registered agent, and/or registered office information on file with the
				Secretary of State prior to the next annual registration being due, then an
				amended annual registration shall be filed with the Secretary of State. The
				payment of the fee for an amended annual registration filing as set forth in
				the Code and the fee schedule maintained by the Secretary of State must
				accompany any such filing.
(5)
				Annual registration fees will not be refunded if a limited liability company is
				terminated, dissolved, merged out of existence, withdrawn, administratively
				dissolved, or revoked prior to the end of an annual registration
				period.
O.C.G.A.
				 §§
											14-5-23,   14-11-1103.1,   14-11-1105,   14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-23 - LIMITED LIABILITY COMPANIES - TERMINATIONS, DISSOLUTIONS, REVOCATIONS, AND WITHDRAWALS › Rule 590-7-23-.01 - Compliance with Filing Requirements

Current through Rules and Regulations filed through June 27, 2024
(1) All domestic and foreign limited
				liability companies shall be in compliance with the annual registration
				provisions of the Code before filing a statement of commencement of winding up,
				certificate of termination, withdrawal, or merger out of existence with the
				Secretary of State. Any limited liability company that applies for termination,
				withdrawal, or merger out of existence between January 1 and April 1 of any
				year must file an annual registration for that calendar year and pay the
				required fees; provided, however, that an annual registration is not required
				to be filed if the limited liability company is applying for winding up,
				termination, withdrawal, or merger out of existence in the same calendar year
				that it was formed or authorized to transact business in Georgia.
(2) All fees and penalties shall be paid
				prior to any certificate of commencement of winding up, certificate of
				termination, certificate of withdrawal, or certificate of merger being issued
				by the Secretary of State.
O.C.G.A.
				 §§
											14-5-23,   14-11-1105,   14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-23 - LIMITED LIABILITY COMPANIES - TERMINATIONS, DISSOLUTIONS, REVOCATIONS, AND WITHDRAWALS › Rule 590-7-23-.02 - Domestic Limited Liability Companies

Current through Rules and Regulations filed through June 27, 2024
(1)
Winding Up.
(a) A domestic limited liability company that
				has been dissolved in accordance with the procedures in the Code may file with
				the Secretary of State a statement of commencement of winding up.
(b) At the time of the filing of a statement
				of commencement of winding up, the limited liability company must be in
				compliance with the filing requirements of the Code and all fees or penalties,
				including annual registration fees, must be paid.
(c) The statement of commencement of winding
				up shall be in the form prescribed by the Code.
(d) The statement of commencement of winding
				up shall be examined for compliance with the Code and accepted or rejected for
				filing. A certificate shall be issued by the Secretary of State if the
				statement of commencement of winding up is accepted for filing.
(e) Publication regarding known and unknown
				claims of the dissolved limited liability company as provided for in the Code
				are the responsibility of the limited liability company.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-23 - LIMITED LIABILITY COMPANIES - TERMINATIONS, DISSOLUTIONS, REVOCATIONS, AND WITHDRAWALS › Rule 590-7-23-.03 - Foreign Limited Liability Companies

Current through Rules and Regulations filed through June 27, 2024
(1)
Withdrawal.
(a) Each foreign limited liability company
				must file an application for a certificate of withdrawal in order to terminate
				its authority to transact business in this state. If the foreign limited
				liability company is being dissolved or terminated in its home state, the
				application shall be accompanied by evidence of the dissolution or termination
				issued by its home state.
(b) At
				the time of the filing of the application for a certificate of withdrawal, the
				foreign limited liability company must be in compliance with the filing
				requirements of the Code and all fees and penalties must be paid, including the
				annual registration due the calendar year of withdrawal.
(c) A certificate of withdrawal shall be
				issued by the Secretary of State if he or she finds the filing to contain the
				necessary information and documents.
(d) The automated database shall be marked to
				reflect the withdrawal, and the certificate of withdrawal and application shall
				be filed with other documents relating to the foreign limited liability
				company.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-24 - LIMITED LIABILITY COMPANIES - CERTIFICATION OF DOCUMENTS › Rule 590-7-24-.01 - Certificates, Copies, and Certified Copies

Current through Rules and Regulations filed through June 27, 2024
(1) The Secretary of State shall provide:
(a) Copies or certified copies of any
				document, instrument, or paper relating to a limited liability company as
				available on the automated database, microfilm files, or other records
				maintained by the Secretary of State; and
(b) Certificates as authorized by the Code
				and rules promulgated thereunder.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-24 - LIMITED LIABILITY COMPANIES - CERTIFICATION OF DOCUMENTS › Rule 590-7-24-.02 - Requests for Information

Current through Rules and Regulations filed through June 27, 2024
(1) The Secretary of State may accept, but is
				not required to accept, telephone or electronic requests for information
				regarding filed documents and the certification of such documents.
(2) The applicant will be informed whether
				the requested documents are available based on the information contained in the
				automated database. All documents regarding foreign limited liability companies
				must be requested from the state in which the foreign limited liability company
				was originally formed ("home state") except the following documents if such
				information or document is on file with the Secretary of State:
(a) Application for a Certificate of
				Authority or Amended Certificate of Authority;
(b) Certificate of Authority to transact
				business in Georgia;
(c) Annual
				registration(s) in Georgia.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-24 - LIMITED LIABILITY COMPANIES - CERTIFICATION OF DOCUMENTS › Rule 590-7-24-.03 - Forms of Certificates

Current through Rules and Regulations filed through June 27, 2024
(1) The certificates provided by the
				Secretary of State shall include, but are not limited to, the following:
(a)
Certificate of Existence.
This certificate is generated from the automated database for active limited
				liability companies in good standing and in compliance with the applicable
				filing and annual registration provisions of the Code.
(b)
Certificate of Search.
This
				certificate is generated from the automated database for entities not found
				filed of record with the Secretary of State.
(c)
Certificate of
				Noncompliance.
This certificate is generated from the automated database
				for domestic and foreign limited liability companies on file with the Secretary
				of State that are not in good standing and are not in compliance with the
				applicable filing and annual registration provisions of the Code.
(d)
Certificate of Registered Agent and
				Registered Office
. This certificate is generated from the automated
				database and states the registered agent and registered office of record for a
				domestic or foreign limited liability company.
(e)
Certified Copies of
				Documents.
This certificate is generated from the automated database for
				any document, instrument, or paper relating to a domestic or foreign limited
				liability company as available on the automated database, microfilm files, or
				other records maintained by the Secretary of State.
(f)
Certificate of Fact - Special
				Research Request
. Certificates of Fact will be prepared and issued if a
				detailed request is made to the Secretary of State in writing. The staff will
				not interpret legal documents but will provide certifications of filings,
				names, and dates after conducting research of the records of the Secretary of
				State.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-24 - LIMITED LIABILITY COMPANIES - CERTIFICATION OF DOCUMENTS › Rule 590-7-24-.04 - Certificate of Entity History (Long Form Certificate)

Current through Rules and Regulations filed through June 27, 2024
If a written request is made, the Secretary of State will
				 provide a certificate of entity history for domestic limited liability
				 companies. A cost reimbursement will be assessed and will be based on the
				 amount of research time needed to prepare the certificate. The minimum charge
				 for a complete historic research and the production of documents and
				 certificates shall be published in the fee schedule maintained by the
				 Secretary.
O.C.G.A. §§
										14-5-23,   14-11-1105,  and
				  14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-25 - LIMITED LIABILITY COMPANIES - SERVICE OF PROCESS › Rule 590-7-25-.01 - Designated Agents

Current through Rules and Regulations filed through June 27, 2024
The Secretary of State or Assistant Corporation Commissioner
				 shall designate by written order certain staff members of the Division to
				 accept service of process on behalf of the Secretary of
				 State.
O.C.G.A. §§
										14-5-23,   14-11-1105,  and
				  14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-25 - LIMITED LIABILITY COMPANIES - SERVICE OF PROCESS › Rule 590-7-25-.02 - Receipt of Service

Current through Rules and Regulations filed through June 27, 2024
(1) Whenever by statute the Secretary of
				State is appointed or deemed to have been appointed the agent of any individual
				or entity for the purpose of service of any process, the Secretary of State may
				be served by:
(a) Mailing the required
				documents and fees to the Secretary of State at 2 Martin Luther King, Jr.
				Drive, Suite 313, West Tower, Atlanta, Georgia 30334;
(b) Delivering the required documents and
				fees to the address referred to in subparagraph (a); or
(c) By electronic transmission in the manner
				authorized by the Division on its website.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-25 - LIMITED LIABILITY COMPANIES - SERVICE OF PROCESS › Rule 590-7-25-.03 - Processing

Current through Rules and Regulations filed through June 27, 2024
(1) Service of
				process documents filed at the office of the Secretary of State shall be
				processed in time receipt order. Expedited processing shall not be available
				for service of process filings.
(2)
				All requests for service of process on the Secretary of State shall be
				accompanied by:
(a) One complete copy for
				each party to be served, with said copy to include a summons dated and signed
				by the appropriate Clerk of Court and a complete complaint including civil
				action number;
(b) A statement
				identifying the Code section under which the filing is made;
(c) A written statement by the plaintiff or
				his or her attorney certifying that:
1. The
				limited liability company has failed either to maintain a registered office or
				appoint a registered agent in this State; and
2. A copy of the process, service or demand
				has been forwarded by registered mail, certified mail, or statutory overnight
				delivery to the most recent registered office or agent listed on the records of
				the Secretary of State and that service cannot be effected at such
				office.
(d) The payment
				of the fees as required by the Code or as listed on the fee schedule published
				by the Secretary of State.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-25 - LIMITED LIABILITY COMPANIES - SERVICE OF PROCESS › Rule 590-7-25-.04 - Returned Documents

Current through Rules and Regulations filed through June 27, 2024
(1)
Documents must be complete.
The Secretary of State may return any documents that are not complete and
				appropriate for filing. The returned documents shall be accompanied by a Notice
				with an explanation of the rejection or deficiency, and an acknowledgement of
				the receipt by the Secretary of State of the filing fee.
(2)
Correcting deficient
				filings.
The documents may be corrected and returned to the Secretary of
				State for processing. The filer must attach to the corrected and returned
				documents the Notice issued by the Secretary of State. If the corrected
				documents are returned to the Secretary of State by the applicant within sixty
				(60) days of the date of the Notice, the filing date will be the date the
				corrected and completed filing is received by the Secretary of State.
(3)
Abandoned filings.
If the
				filing is not returned to and received by the Secretary of State within sixty
				(60) days of the date of the Notice, it will be deemed abandoned and all
				records pertaining to the filing will be destroyed. A new filing, including
				payment of filing fees to the Secretary of State, will be required to complete
				the filing.
O.C.G.A.
				 §§
											14-5-23,   14-11-1105,   14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-25 - LIMITED LIABILITY COMPANIES - SERVICE OF PROCESS › Rule 590-7-25-.05 - Fees

Current through Rules and Regulations filed through June 27, 2024
All fees, whenever possible, shall be paid by check. Each
				 check shall have the name of the case written on it. Fees are non-refundable
				 once the service documents are filed with the Secretary of State except as
				 provided by statute.
O.C.G.A. §§
										14-5-23,   14-11-1105,  and
				  14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-26 - LIMITED LIABILITY COMPANIES - INFORMATION CENTER › Rule 590-7-26-.01 - Information Center

Current through Rules and Regulations filed through June 27, 2024
The Corporate Information Center ("CIC") established and
				 maintained by the Secretary of State to promptly provide to the general public
				 information on corporations registered and doing business in the State of
				 Georgia pursuant to Title 14 of the Official Code of Georgia Annotated, shall
				 also provide information on limited liability companies registered and doing
				 business in the State of Georgia.
O.C.G.A. §§
										14-11-1105 and 
				  14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-26 - LIMITED LIABILITY COMPANIES - INFORMATION CENTER › Rule 590-7-26-.02 - Telephone Inquiries

Current through Rules and Regulations filed through June 27, 2024
(1) The Secretary of State, during normal
				business hours, will accept up to three (3) inquiries per telephone
				call.
(2) The only information
				provided by telephonic inquiry shall be the information readily available from
				the automated database.
(3) The
				person requesting information will be informed whether the requested
				information is available in the automated database.
(4) The following information, if available
				on the computer system, will be provided:
(a)
				Limited liability company name;
(b)
				Status;
(c) Date of
				formation;
(d) State of original
				formation;
(e) Registered office
				and agent;
(f) Annual registration
				status.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-26 - LIMITED LIABILITY COMPANIES - INFORMATION CENTER › Rule 590-7-26-.03 - Legal Interpretations

Current through Rules and Regulations filed through June 27, 2024
The personnel in the CIC and Division are not authorized to
				 provide legal interpretations concerning the Code or to provide tax and
				 business advice.
O.C.G.A. §§
										14-11-1105 and 
				  14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-27 - LIMITED LIABILITY COMPANIES - AUTOMATED DATA PROCESSING SYSTEM › Rule 590-7-27-.01 - Authority

Current through Rules and Regulations filed through June 27, 2024
The Secretary of State is authorized to establish and
				 maintain a database on electronic data processing equipment. The database
				 established and maintained for entities which file with the Secretary of State
				 pursuant to Title 14 of the Official Code of Georgia Annotated shall also
				 include information on limited liability companies.
O.C.G.A. §§
										14-5-23,   14-11-1105,  and
				  14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-27 - LIMITED LIABILITY COMPANIES - AUTOMATED DATA PROCESSING SYSTEM › Rule 590-7-27-.02 - Records

Current through Rules and Regulations filed through June 27, 2024
(1) The Secretary
				of State is authorized to maintain all records and documents required or
				authorized to be filed by the Code in original form or by means of microfilm,
				microfiche, microphotographic reproduction, photographic reproduction, word
				processing, computerization, optical disk, electronic disk or diskette storage
				or other acceptable reproductive methods.
(2) The Secretary of State, after
				verification of the historic microfilm of limited liability company documents
				to the automated database maintained by the Secretary of State, may rely on
				such automated database for the purpose of providing information,
				certifications, and the issuance of name certificates.
(3) The Secretary of State shall maintain the
				integrity of the automated database. In the event of a malfunction in the
				electronic equipment or errors in the software programs, the Secretary of State
				shall not be liable for the release of incorrect data or the issuance of a name
				certificate that is not distinguishable from another entity filed with the
				Secretary of State pursuant to the Code.
O.C.G.A. §§
										14-5-23,   14-11-1105,  and
				  14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-27 - LIMITED LIABILITY COMPANIES - AUTOMATED DATA PROCESSING SYSTEM › Rule 590-7-27-.03 - Public Access

Current through Rules and Regulations filed through June 27, 2024
(1) The Secretary of State has determined
				that it is in the public interest to provide efficient and immediate access to
				the information contained in the automated database. Pursuant to these rules,
				direct access to the database shall be provided on a non-discriminatory
				basis.
(2) The Secretary of State
				is authorized to provide inquiry only access to the automated database on a
				terminal located in the public access area of the Division, if he or she finds
				that it is in the public interest to provide such service and sufficient
				equipment is available to accommodate the demand for such service. In order to
				provide equal access to the information the Secretary of State is authorized to
				post a use time schedule for access to such terminal.
O.C.G.A. §§
										14-5-23,   14-11-1105,  and
				  14-11-1106.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-27 - LIMITED LIABILITY COMPANIES - AUTOMATED DATA PROCESSING SYSTEM › Rule 590-7-27-.04 - Electronic Filings

Current through Rules and Regulations filed through June 27, 2024
(1) The Secretary of State is authorized to
				accept electronic filings for all documents authorized, permitted, or required
				to be filed under the Code regarding limited liability companies.
(2) Prior to accepting electronic filings the
				Secretary of State shall:
(a) Determine that
				appropriate and sufficient security precautions have been devised to maintain
				the integrity of the filings and the database; and
(b) Determine that it is in the public
				interest to offer electronic filings to the public.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-7 - COMMISSIONER OF CORPORATIONS › Subject 590-7-27 - LIMITED LIABILITY COMPANIES - AUTOMATED DATA PROCESSING SYSTEM › Rule 590-7-27-.05 - Service Charges

Current through Rules and Regulations filed through June 27, 2024
The Secretary of State may impose service charges in order to
				 have immediate electronic access to, or the ability to make electronic filings
				 into, the automated database. Such charges shall be posted on the fee schedule
				 prepared and maintained by the Secretary of State. Service charges may be
				 changed by the posting by the Secretary of State of such changes in the public
				 access area of the Division offices for a minimum of thirty (30) days prior to
				 any such change being effective.
O.C.G.A. §§
										14-5-23,   14-11-1105,  and
				  14-11-1106.