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 590-7-3 - CORPORATIONS - FILING OF DOCUMENTS › Rule 590-7-3-.05 - Additional Information

Current through Rules and Regulations filed through June 27, 2024
(1)
Correct mailing address.
The
				applicant shall provide the Commissioner with a correct mailing address, which
				may be a post office box or street address.
(2)
Registered office address.
The applicant shall also provide the Commissioner 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, or rural route, unless the
				address is also accompanied with additional information regarding the exact
				location of the registered office.
(3)
County of initial registered
				office.
The applicant shall include 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 corporation shall be included in the Articles of
				Incorporation. Consent of the agent to his appointment as registered agent is
				not required.
O.C.G.A.
				 §§
											14-2-130,   14-3-130,   14-5-23.
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 590-7-3 - CORPORATIONS - FILING OF DOCUMENTS › Rule 590-7-3-.06 - Returned Documents

Current through Rules and Regulations filed through June 27, 2024
(1)
Documents must be complete.
The Commissioner 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 Commissioner for processing. The applicant must attach to the
				corrected and returned documents the Deficient Document Notice issued by the
				Commissioner. If the documents are returned to the Commissioner 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
				Commissioner.
(3)
Abandoned
				filings.
If the filing is not returned to and received by the
				Commissioner 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.
				 §§
											14-2-130,   14-3-130,   14-5-23.
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 590-7-3 - CORPORATIONS - FILING OF DOCUMENTS › Rule 590-7-3-.07 - 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.
				 §§
											14-2-130,   14-3-130,   14-5-23.
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 590-7-3 - CORPORATIONS - FILING OF DOCUMENTS › Rule 590-7-3-.08 - 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 charter or control number of the
				corporation, the date of its original incorporation, and any fees required by
				law and the fee schedule maintained by the Secretary of State.
O.C.G.A.
				 §§
											14-2-130,   14-3-130,   14-5-23.
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 590-7-3 - CORPORATIONS - FILING OF DOCUMENTS › Rule 590-7-3-.09 - Foreign Corporations

Current through Rules and Regulations filed through June 27, 2024
(1)
Initial Qualification
.
(a) No foreign corporation shall have the
				right to transact business in this State until it procures a certificate of
				authority to do so from the Commissioner. This certificate may be procured by
				the filing of the application of certificate of authority form, as prescribed
				by the Secretary of State, a certificate of existence or a document of similar
				import issued by the foreign corporation's state of incorporation satisfactory
				to the Commissioner, and the payment of fees and penalties as set forth in the
				Code and the fee schedule published by the Commissioner
(b) The application for certificate of
				authority form, as prescribed by the Commissioner, shall contain the
				information required by O.C.G.A. Sections
				 14-2-1503 and 
				 14-3-1503, 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 Commissioner.
(c)
				Any certificate of existence, authentication of record, or document of similar
				import issued by a foreign corporation's home state which is required by the
				Code or the rules to be filed with the Commissioner shall be dated or issued
				within ninety (90) days prior to the date of filing the application for
				certificate of authority with the Commissioner.
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 590-7-3 - CORPORATIONS - FILING OF DOCUMENTS › Rule 590-7-3-.10 - Officers of Foreign Corporations

Current through Rules and Regulations filed through June 27, 2024
The application for certificate of authority form will
				 provide for the listing of the chief executive officer, chief financial
				 officer, and secretary, or individuals holding similar positions, of the
				 foreign corporations seeking to obtain a certificate of authority. Additional
				 officers may be filed by attaching an addendum to the application form. Up to
				 three officers will be entered into the corporate database. The names and
				 addresses of any additional officers of the foreign corporation will be
				 available upon request and payment of applicable fees for research requests as
				 established by the fee schedule published and maintained by the Secretary of
				 State.
O.C.G.A.
				 §§
											14-2-130,   14-3-130,   14-5-23.
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 590-7-4 - CORPORATIONS - ANNUAL REGISTRATION › Rule 590-7-4-.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 Division 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.
				 §§
											14-2-130,   14-3-130,   14-5-23.
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 590-7-4 - CORPORATIONS - ANNUAL REGISTRATION › Rule 590-7-4-.02 - New Registration Filings

Current through Rules and Regulations filed through June 27, 2024
(1)
Domestic Corporations.
A
				newly formed domestic corporation shall file an initial annual registration on
				a form provided by the Commissioner and shall pay the fee required by the Code
				within 90 days after its articles of incorporation are filed or become
				effective. If the articles of incorporation are delivered for filing subsequent
				to October 1, the initial annual registration shall be filed between January 1
				and April 1 of the year next succeeding the calendar year in which the
				certificate of incorporation is issued. A certificate of existence for the
				newly formed corporation may be issued by the Commissioner from the date of
				incorporation until the date that the 90 day initial annual registration is due
				to be filed.
(2)
Foreign
				Corporations.
A newly qualified foreign corporation shall file an annual
				registration with the Commissioner on a form provided by the Commissioner, and
				pay the fee and penalties set forth 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.
				 §§
											14-2-130,   14-3-130,   14-5-23.
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 590-7-4 - CORPORATIONS - ANNUAL REGISTRATION › Rule 590-7-4-.03 - Annual Registration Filings

Current through Rules and Regulations filed through June 27, 2024
(1) Each corporation that is on file with the
				Secretary of State and registered to do business in this state shall, between
				January 1 and April 1 of each year, file an annual registration with the
				Commissioner. This annual registration must be on forms provided by the
				Commissioner and shall include the payment of the fee and penalties set forth
				in the Code and fee schedule maintained by the Commissioner. The Commissioner
				may provide for the electronic filing of annual registrations.
(2) The annual registration is due as of
				January 1 of any calendar year in which a corporation exists or is qualified to
				transact business in the State of Georgia. The annual registration may be paid
				between January 1 and April 1 of said calendar year.
(3) Any corporation that applies for
				voluntary dissolution, 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 fee as stated in Rule
				 590-7-7-.01.
O.C.G.A. Secs.
				  14-5-23,   14-2-130,   14-2-1622,  14-3-270,
				  14-5-11.
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 590-7-4 - CORPORATIONS - ANNUAL REGISTRATION › Rule 590-7-4-.04 - Depository

Current through Rules and Regulations filed through June 27, 2024
The Commissioner may designate a depository for receipt of
				 annual registration filings and fees on an annual basis, in accordance with the
				 lockbox criteria developed and administered by the Department of Administrative
				 Services (DOAS). The depository may perform certain ministerial services on
				 behalf of the Commissioner in order to fulfill the lockbox functions as set
				 forth by DOAS and these Rules. The selected depository shall enter into an
				 agreement with the Commissioner that any goods and services provided the
				 Division under the agreement will be subject to appropriate purchasing
				 procedures and any relevant state laws.
O.C.G.A. Secs.
				 14-2-390,
				  14-5-23.
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 590-7-4 - CORPORATIONS - ANNUAL REGISTRATION › Rule 590-7-4-.05 - 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 corporation and foreign corporation 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 corporation or foreign corporation 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 corporation'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 corporation 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
				corporation's principal office address, officer, 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 corporation is dissolved, merged out of existence, withdrawn,
				administratively dissolved, or revoked prior to the end of an annual
				registration period.
O.C.G.A.
				 §§
											14-2-121.1,   14-2-130,   14-3-120.1,   14-3-130,   14-5-23.
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 590-7-4 - CORPORATIONS - ANNUAL REGISTRATION › Rule 590-7-4-.06 - Annual Registration Notifications

Current through Rules and Regulations filed through June 27, 2024
(1) Form. The Commissioner shall design the
				annual registration form. This form must be functional and contain specific
				filing instructions.
(2)
				Distribution. The Commissioner or his or her agent shall prepare and send the
				annual registration notices to registered corporations.
(3) Notification. All active corporations on
				file with the Secretary of State 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 corporations
				that have been dissolved, merged out of existence, withdrawn, or revoked.
				Annual registration notices will not be forwarded to those active corporations
				that failed to maintain a valid mailing address on file with the Secretary of
				State.
O.C.G.A.
				 §§
											14-2-130,   14-3-130,   14-5-23.
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 590-7-4 - CORPORATIONS - ANNUAL REGISTRATION › Rule 590-7-4-.07

Current through Rules and Regulations filed through June 27, 2024
O.C.G.A.
				 §§
											14-2-130,   14-3-130,   14-5-23.
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 590-7-4 - CORPORATIONS - ANNUAL REGISTRATION › Rule 590-7-4-.08 - 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 Commissioner 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 an authorized corporate officer. 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. Secs.
				 14-2-390,
				  14-5-23,   14-2-130,   14-2-1622.
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 590-7-4 - CORPORATIONS - ANNUAL REGISTRATION › Rule 590-7-4-.09 - Retention of Annual Registrations

Current through Rules and Regulations filed through June 27, 2024
The Commissioner shall maintain all filed annual
				 registrations for a period of five (5) years.
O.C.G.A. Secs.
				 14-2-390,
				  14-5-23.
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 590-7-4 - CORPORATIONS - ANNUAL REGISTRATION › Rule 590-7-4-.10 - Failure to File Annual Registration

Current through Rules and Regulations filed through June 27, 2024
A corporation 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. Secs.
				  14-2-1420,   14-2-1421,   14-3-1420,   14-3-1421,   14-2-130,  14-3-217,
				  14-5-11.
Subsequent ER adoptions
				 of Rule filed by Agency; see "Admin. Hist."
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 590-7-4 - CORPORATIONS - ANNUAL REGISTRATION › Rule 590-7-4-.11 - Extensions of Filing Time

Current through Rules and Regulations filed through June 27, 2024
The Commissioner 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 corporate
				 information and payment records of the corporation. In the event an order is
				 issued setting forth such extension, the Commissioner is authorized to issue
				 certificates of existence on those corporations that are current through the
				 preceding year.
O.C.G.A.
				 §§
											14-2-130,   14-3-130,   14-5-23.
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 590-7-5 - CORPORATE INFORMATION CENTER › Rule 590-7-5-.01 - Corporate Information Center

Current through Rules and Regulations filed through June 27, 2024
The Corporate Information Center ("CIC") shall be established
				 and maintained by the Commissioner to promptly provide to the general public
				 information on corporations registered and doing business in the State of
				 Georgia.
O.C.G.A. Secs.
				  14-5-23,   14-2-130.
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 590-7-5 - CORPORATE INFORMATION CENTER › Rule 590-7-5-.02 - Telephone Inquiries

Current through Rules and Regulations filed through June 27, 2024
(1) The Commissioner, during normal business
				hours, will accept up to three (3) corporate 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)
				Correct corporate name;
(b) Type of
				corporation;
(c) Status;
(d) Date incorporated;
(e) Registered office and agent;
(f) Annual registration status;
(g) Principal officers;
(h) County/State of original
				incorporation.
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 590-7-5 - CORPORATE INFORMATION CENTER › Rule 590-7-5-.03

Current through Rules and Regulations filed through June 27, 2024
O.C.G.A.
				 §§
											14-2-130,   14-3-130,   14-5-23.
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 590-7-5 - CORPORATE INFORMATION CENTER › Rule 590-7-5-.04 - 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.
				 §§
											14-2-130,   14-3-130,   14-5-23.
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 590-7-6 - CORPORATIONS - CERTIFICATION OF DOCUMENTS › Rule 590-7-6-.01 - Certificates, Copies, and Certified Copies

Current through Rules and Regulations filed through June 27, 2024
(1) The Commissioner shall provide:
(a) Copies or certified copies of any
				document, instrument, data, or paper relating to a corporation as available on
				the automated database, microfilm files, or other records maintained by the
				Commissioner; 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 590-7-6 - CORPORATIONS - CERTIFICATION OF DOCUMENTS › Rule 590-7-6-.02 - Requests for Information

Current through Rules and Regulations filed through June 27, 2024
(1) The Commissioner may accept, but is not
				required to accept, telephone or electronic requests for copies of 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 corporations must be
				requested from the state in which the foreign corporation was originally
				incorporated ("home state") except the following documents if such information
				or document is on file with the Commissioner:
(a) Application for a Certificate of
				Authority or amended Certificate of Authority;
(b) Certificate of Authority to transact
				business;
(c) Certificate of
				Existence from the home state;
(d)
				Annual registration 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 590-7-6 - CORPORATIONS - CERTIFICATION OF DOCUMENTS › Rule 590-7-6-.03

Current through Rules and Regulations filed through June 27, 2024
O.C.G.A.
				 §§
											14-2-130,   14-3-130,   14-5-23.
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 590-7-6 - CORPORATIONS - CERTIFICATION OF DOCUMENTS › Rule 590-7-6-.04 - Certificate of Corporate History (Long Form Certificate)

Current through Rules and Regulations filed through June 27, 2024
If a written request is made, the Commissioner will provide a
				 certificate of corporate history. 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 published and
				 maintained by the Commissioner.
O.C.G.A. Secs.
				  14-5-23,   14-2-130.
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 590-7-6 - CORPORATIONS - CERTIFICATION OF DOCUMENTS › Rule 590-7-6-.05 - 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
				corporations 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 corporations 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 corporation.
(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
				corporation 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 590-7-7 - CORPORATIONS - DISSOLUTIONS, REVOCATIONS AND WITHDRAWALS › Rule 590-7-7-.01 - Compliance with Filing Requirements

Current through Rules and Regulations filed through June 27, 2024
(1) All corporations shall be in compliance
				with the annual registration filing provisions of the Code before receiving a
				certificate of voluntary dissolution, a certificate of withdrawal or a
				certificate of merger out of existence. Any corporation that applies for
				voluntary dissolution, 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.
(2) All
				fees and penalties shall be paid by the corporation prior to any certificate of
				voluntary dissolution, certificate of withdrawal or certificate of merger out
				of existence being issued by the Commissioner.
O.C.G.A. Secs.
				  14-2-130,   14-5-23.
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 590-7-7 - CORPORATIONS - DISSOLUTIONS, REVOCATIONS AND WITHDRAWALS › Rule 590-7-7-.02 - Domestic Corporations

Current through Rules and Regulations filed through June 27, 2024
(1)
Voluntary Dissolution.
(a) Notice of Intent to Dissolve. Each
				corporation that has commenced business must file a notice of intent to
				dissolve with the Commissioner. Said notice shall be marked with the time and
				date of receipt and a copy of said notice shall be returned to the
				corporation.
(b) At the time of the
				filing of articles of dissolution, the corporation must be in compliance with
				the filing requirements of the Code and all fees and penalties must be
				paid.
(c) The articles of
				dissolution shall be in the form prescribed by the Code.
(d) A certificate of dissolution shall be
				issued by the Commissioner if he or she finds the filing to contain the
				necessary information and documents.
(e) The automated database shall be marked to
				reflect the dissolution, and the certificate and articles of dissolution shall
				be filed with other documents relating to the corporation.
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 590-7-7 - CORPORATIONS - DISSOLUTIONS, REVOCATIONS AND WITHDRAWALS › Rule 590-7-7-.03 - Foreign Corporations

Current through Rules and Regulations filed through June 27, 2024
(1)
Withdrawal.
(a) Each foreign corporation must file an
				application for a certificate of withdrawal in order to terminate its authority
				to transact business in this State. If the foreign corporation is being
				dissolved in its home jurisdiction, the application shall be accompanied by
				evidence of the dissolution or termination issued by its home
				jurisdiction.
(b) At the time of
				filing of the application for a certificate of withdrawal, the foreign
				corporation 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 Commissioner 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 and application shall be filed with
				other documents relating to the foreign corporation.
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 590-7-8 - AUTOMATED DATA PROCESSING SYSTEM › Rule 590-7-8-.01 - Authority

Current through Rules and Regulations filed through June 27, 2024
The Commissioner is authorized to establish and maintain a
				 corporate database on electronic data processing equipment. The equipment and
				 software must be procured, developed and maintained in accordance with
				 standards set forth and approved by the Computer Services Division of the
				 Department of Administrative Services (DOAS).
O.C.G.A. Secs.
				  14-2-130,   14-5-23.
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 590-7-8 - AUTOMATED DATA PROCESSING SYSTEM › Rule 590-7-8-.02 - Records

Current through Rules and Regulations filed through June 27, 2024
(1) The
				Commissioner is authorized to maintain all records and documents required or
				authorized to be filed by the Code, including but not limited to, applications,
				articles of incorporations, dissolutions, amendments, annual registrations and
				merger documents, 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 Commissioner, after verification of
				the historic microfilm of corporate documents to the automated database
				maintained by the Commissioner, may rely on such automated database for the
				purpose of providing corporate information, certifications, and the issuance of
				corporate name certificates.
(3)
				The Commissioner shall maintain the integrity of the automated database in
				accordance with standards prescribed by the Georgia Department of
				Administrative Services and any Georgia laws. In the event of a malfunction in
				the electronic equipment or errors in the software programs, the Commissioner
				shall not be liable for the release of incorrect corporate data or the issuance
				of a corporate name certificate that is not distinguishable from another
				corporation filed pursuant to the Code.
O.C.G.A. Secs.
				  14-2-130,   14-5-23.
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 590-7-8 - AUTOMATED DATA PROCESSING SYSTEM › Rule 590-7-8-.03 - Public Access

Current through Rules and Regulations filed through June 27, 2024
(1) The Commissioner 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 and
				subject to equipment availability, direct access to the database shall be
				provided on a non-discriminatory basis.
(2) The Commissioner 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 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 Commissioner is authorized to post a use time schedule for
				access to such terminal.
(3) The
				Commissioner may enter into agreements to provide direct access to the
				automated database with Corporate Services Organizations, provided that:
(a) The Commissioner determines that access
				to and the intended use of the data is not adverse to the public
				interest;
(b) the automated data
				processing equipment will support the demands placed on its operation by the
				Corporate Service Organization; and
(c) the Corporate Service Organization:
1. files an application that will include the
				intended use of the data to the Commissioner and provides the Commissioner the
				information requested on the application form;
2. agrees to conform with the policies and
				procedures set forth by the Commissioner concerning the utilization of the
				access;
3. pays the installation
				and service charge set forth in published fees and services charges maintained
				by the Commissioner;
4. agrees to
				pay the transaction fees and charges set forth in the published fees and
				service charges maintained by the Commissioner or establishes a depository
				account to be used for the payment of such fees or charges:
5. agrees to pay the cost of any software
				necessary to provide direct access; and
6. provides and pays for all modems, data
				transmission lines and communications equipment and charges directly related to
				the access.
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 590-7-8 - AUTOMATED DATA PROCESSING SYSTEM › Rule 590-7-8-.04 - Electronic Filings

Current through Rules and Regulations filed through June 27, 2024
(1) The Commissioner is authorized to accept
				electronic filings for all documents authorized, permitted, or required to be
				filed under the Code, including, but not limited to articles of incorporation,
				applications for certificates of authority, annual registrations, amendments,
				mergers, consolidations, dissolutions, and changes of registered agents or
				offices.
(2) Prior to accepting
				electronic filings the Commissioner shall:
(a)
				determine that appropriate and sufficient security precautions have been
				devised to maintain the integrity of the filings and the database;
(b) obtain the approval from the Computer
				Services Division of the Department of Administrative Services certifying that
				adequate electronic safeguards exist to maintain the integrity of the
				electronic files; and
(c) 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 590-7-8 - AUTOMATED DATA PROCESSING SYSTEM › Rule 590-7-8-.05 - Service Charges

Current through Rules and Regulations filed through June 27, 2024
The Commissioner may impose service charges in order to have
				 immediate electronic access to, or the ability to make electronic filings into,
				 the corporate database or a database maintained by a Corporate Service
				 Organization. Such charges shall be posted on the Fee Schedule prepared and
				 maintained by the Commissioner. Service charges may only be changed by the
				 posting by the Commissioner 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. Secs.
				  14-2-130,   14-5-23.
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 590-7-9 - CORPORATIONS - SERVICE OF PROCESS › Rule 590-7-9-.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.
				 §§
											14-2-130,   14-3-130,   14-5-23.
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 590-7-9 - CORPORATIONS - SERVICE OF PROCESS › Rule 590-7-9-.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) 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 590-7-9 - CORPORATIONS - SERVICE OF PROCESS › Rule 590-7-9-.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) If required by the applicable Code
				section, an affidavit which meets all the provisions of that Code section;
				and
(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 590-7-9 - CORPORATIONS - SERVICE OF PROCESS › Rule 590-7-9-.04 - Returned Documents

Current through Rules and Regulations filed through June 27, 2024
(1)
Documents must be complete.
The Commissioner 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 any deficiencies 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 Commissioner
				for processing. The filer must attach to the corrected and returned documents a
				copy of the Notice issued by the Secretary of State. If the documents are
				returned to the Commissioner 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 Commissioner.
(3)
Abandoned filings.
If the
				filing is not returned to and received by the Commissioner 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.
				 §§
											14-2-130,   14-3-130,   14-5-23.
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 590-7-9 - CORPORATIONS - SERVICE OF PROCESS › Rule 590-7-9-.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 Commissioner except as provided
				 by statute.
O.C.G.A. Secs.
				  14-2-130,   14-5-23.
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 590-7-9 - CORPORATIONS - SERVICE OF PROCESS › Rule 590-7-9-.06 - Repealed

Current through Rules and Regulations filed through June 27, 2024
O.C.G.A. Secs.
				  14-2-62, 14-2-319, 14-2-390,  14-3-62,
				  14-5-23.
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 590-7-9 - CORPORATIONS - SERVICE OF PROCESS › Rule 590-7-9-.07 - Repealed

Current through Rules and Regulations filed through June 27, 2024
O.C.G.A. Secs.
				  14-2-62, 14-2-319, 14-2-390,  14-3-62,
				  14-5-23.
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 590-7-9 - CORPORATIONS - SERVICE OF PROCESS › Rule 590-7-9-.08 - Repealed

Current through Rules and Regulations filed through June 27, 2024
O.C.G.A. Secs.
				 14-2-319. 14-2-390, 14-5-23, 53-16-5.
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 590-7-10 - LIMITED PARTNERSHIPS-RULES OF GENERAL APPLICABILITY › Rule 590-7-10-.02 - Delegation to Assistant Corporation Commissioner

Current through Rules and Regulations filed through June 27, 2024
The Assistant Corporation Commissioner is empowered to sign
				 all documents, make all decisions and perform all acts under the Code as is the
				 Secretary of State. This power may be exercised by the Assistant Corporation
				 Commissioner concurrently with the Secretary of State and all acts of the
				 Assistant Corporation Commissioner are of the same force and effect as such
				 acts would be if performed by the Secretary of State.
O.C.G.A.
				 §§
											14-5-23,   14-9-1102,   14-9-1103.
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 590-7-10 - LIMITED PARTNERSHIPS-RULES OF GENERAL APPLICABILITY › Rule 590-7-10-.03 - Administrative Declaratory Rulings; Informal Interpretations

Current through Rules and Regulations filed through June 27, 2024
(1) Declaratory
				Rulings
(a)
Availability
. Any
				person whose legal rights will be interfered with or impaired by the
				application by the Secretary of State of any statutory provision or any rule or
				order of the Secretary of State may petition the Secretary of State and request
				a declaratory ruling thereon. The Secretary of State will not render advisory
				opinions, resolve questions which have become moot or are abstract,
				hypothetical, or otherwise act hereunder except with respect to such actual
				controversies or other cases upon which a superior court would be required to
				act under the Georgia declaratory judgment statutes as construed by the
				appellate courts of Georgia.
(b)
Form of Petition
. Each such petition shall be filed with the
				Secretary of State in writing and shall state:
1. the name and mailing address of the
				petitioner;
2. the full text of the
				statute, rule, or order upon which a ruling is requested;
3. a paragraphed statement of all pertinent
				and existing facts necessary to a determination of the applicability of the
				quoted statute or rule;
4. the
				petitioner's contention, if any, as to the aforesaid applicability with
				citation of legal authorities, if any, which authorize, support, or require a
				decision in accordance therewith; and
5. a statement setting forth in detail the
				petitioner's interest in the matter and why and how the petitioner is uncertain
				or insecure with respect to his rights. The petition shall be verified under
				oath by, or in proper behalf of, the petitioner.
(c)
Proceedings on petition
. If
				the Secretary of State shall determine that a decision can be rendered on the
				face of the petition without further proceedings, he shall render a summary
				decision thereon. Otherwise, all parties known by the Secretary of State to
				have a legal interest in the matter shall be notified and given an opportunity
				to be heard in an informal hearing.
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 590-7-10 - LIMITED PARTNERSHIPS-RULES OF GENERAL APPLICABILITY › Rule 590-7-10-.04 - Petition for Adoption of Rules

Current through Rules and Regulations filed through June 27, 2024
(1)
Form of petition
. Each
				petition for adoption of rules made pursuant to the Georgia Administrative
				Procedure Act shall be filed with the Secretary of State in writing and shall
				state:
(a) The name and mailing address of
				the petitioner;
(b) The full text
				of the rule requested to be amended or repealed, or the full text of the rule
				desired to be promulgated;
(c) A
				paragraphed statement of the reasons such rule should be amended, repealed, or
				promulgated, including a statement of all pertinent existing facts as to
				petitioner's interest in the matter; and
(d) Citations of legal authorities, if any,
				which authorize, support, or require the action requested by petitioner. The
				petition should be verified under oath by, or on behalf of, the
				petitioner.