You want to do business in the state of Georgia but are registered as a Domestic Corporation in another state.  In order to legally conduct business in the state of Georgia you must register with the Georgia Secretary of State as a Foreign Corporation.  The process of registering as a Foreign Corporation in Georgia is called Georgia Corporation Foreign Qualification.

The process of Georgia Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in Georgia.  Your original Domestic Corporation formation documents (usually called Articles of Incorporation) and By Laws apply to your Georgia Foreign Corporation.  The Officers and Directors of your Domestic Corporation have the same roles in the Georgia Foreign Corporation.  Specific requirements to qualify as a Foreign Corporation in Georgia are explained below. 

Once you have made the decision to Qualify as a Foreign Corporation in Georgia, a Georgia lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services.

In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.  If you want to transact any serious business in a state other than the state in which your Corporation is registered, most likely you will have to register with the state in which you want to do business before you can legally conduct business there. 

For example, a Corporation that is registered in California wants to do business in Georgia.  The California Corporation is a "Domestic" Corporation in California and will be a "Foreign" Corporation in Georgia.

The California Foreign Corporation needs to register with the Georgia Secretary of State as a Georgia Foreign Corporation.

The use of the term Foreign in this case refers specifically to individual US states.  The US government, including the IRS, considers a Foreign Corporation to be a Corporation that is registered outside of the United States.

The short answer is no.  The state of Georgia does not legally require a lawyer to form a Georgia Foreign Corporation.

Our detailed Foreign Corporation Information page may help you understand some of the implications of forming a Georgia Foreign Corporation.  However, if there is anything about forming a Foreign Corporation in Georgia that you're not sure about you should seek the advice of a competent Georgia lawyer, a Georgia accountant, or both before you form a Foreign Corporation in Georgia.

Once you have made the decision to form a Foreign Corporation in Georgia, a Georgia lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services and save money that you can use in your new Georgia Foreign Corporation.

You are not legally required to reserve a Company Name for a new Georgia Foreign Corporation before you submit your application to Form a Foreign Corporation in Georgia.

The Foreign Corporation name that you have registered in your home state may or may not be available in Georgia.  In that case you need a different name your Georgia Foreign Corporation.  Whether or not you need to reserve a company name for your new Georgia Foreign Corporation depends entirely on your business situation.  The Georgia Secretary of State uses names on a first come first served basis.  So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Georgia Foreign Corporation Name.

If the Name you have chosen for your new Georgia Foreign Corporation is already in use by a currently active Georgia Foreign Corporation or LLC then you will have to register a DBA Name with the county recorder in each Georgia county in which you want to do business. "DBA" is an abbreviation for "Doing Business As."

We verify that the Name you have chose for your new Georgia Foreign Corporation is available before we submit your Foreign Corporation filing to the Georgia Secretary of State.  If necessary we can register a DBA Name in Georgia for you so that you can open your new Georgia business as quickly as possible.

1. Prove that you are registered in a state other than Georgia as a Domestic Corporation
   In order to register as a Foreign Corporation in the state of Georgia, you must first prove that you are registered in another state as a Domestic Corporation.  You prove this with a Certificate of Good Standing, sometimes referred to as a Certificate of Existence or a Certificate of Fact, from the state in which you are registered as a Domestic Corporation.  Cost of a Good Standing Certificate for your Domestic Corporation varies from state to state.
   
   
   If you already have a Good Standing Certificate from your home state, note that it must be dated no older than 90 days from the date of your application for Georgia Corporation Foreign Qualification.
   
   
   If the date on your Good Standing Certificate is older than 90 days then you need to get an updated certificate.   If you get your own Good Standing Certificate you must scan and email or send a copy to us before we submit your application for a Georgia Foreign Corporation.
   We can get your Good Standing Certificate from any state - in most states within 2-3 hours.
2. Choose a name for your Georgia Foreign Corporation
   You can use the same name in Georgia that you use in your home state, however, if the name of your Domestic Corporation is not available you need to choose another name.  Your Georgia Foreign Corporation name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.
   
   In any case, the Georgia Foreign Corporation name that you choose must be distinguishable from the name of any other registered Georgia Corporation or other business entity and the name must also be different from any reserved names on record with the state of Georgia.  Your Georgia Foreign Corporation name must not imply that it was formed for a purpose other than that stated in the Your Georgia Foreign Corporation name must not be a name that is likely to mislead the public.
   
   The name of a Georgia Foreign Corporation must include the word "Foreign Corporation" or "Incorporated" or an abbreviation of one of these words.
   
   It's important to choose a good name for your Georgia Foreign Corporation because if you want to change it after you qualify you will have to file amended documents with the Georgia Secretary of State (and pay a fee).
   We will check to make sure that your requested Georgia Foreign Corporation name is available and conforms to all state of Georgia Foreign Corporation naming regulations.
3. Select an official address and a Registered Agent for your Georgia Foreign Corporation
   Every Georgia Foreign Corporation must have an address that is physically located in the state of Georgia.  This address is "registered" with the Georgia Secretary of State.  The Registered Address cannot be a PO Box and is where official and legal correspondence can be delivered.
   
   The individual or company that is registered with the state of Georgia to receive all correspondence on behalf of the Georgia Foreign Corporation is called a "Registered Agent".  You may act as your own Registered Agent, however, many Georgia Foreign Corporations hire a Registered Agent because they don't have a physical address within the state of Georgia or to provide a distinct level of privacy.
   We provide Registered Agent services in Georgia as well as all other states and the District of Columbia.
4. File Registration Documents with the Georgia Secretary of State
   In order to Qualify as a Foreign Corporation in Georgia you must file Registration Documents with the Georgia Secretary of State.  In Georgia the registration documents are named "Application for Certificate of Authority for Foreign Corporation".
   
   The registration documents must include certain specific information about your Georgia business.  If the Registration Documents do not conform exactly to state of Georgia requirements they will be rejected. 
   
   If you need to change any of the information on your registration documents after your Georgia Foreign Corporation has been approved, you may amend the registration documents for your Georgia Foreign Corporation but you will have to pay a fee to the state of Georgia in order to make the changes official.
   
   
5. Determine how you want your Georgia Foreign Corporation to be taxed
   The Georgia Corporate Income Tax Rate is %.  You may choose that your Georgia Foreign Corporation to be taxed as a C Corporation or S Corporation. 
   
   A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.  C Corporations pay a Corporate income tax to the state if that state taxes Foreign Corporations. 
   
   You may choose to have your Georgia Foreign Corporation taxed as a S Corporation.  S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any Georgia Corporate Income Tax.
   
   Certain Georgia Corporations must also pay a Net Worth Tax  This tax is based on the net worth of the Georgia Corporation and is levied in exchange for the privilege of doing business or exercising a corporate franchise in Georgia.  The minimum Georgia Net Worth Tax is $10 for a net worth less than $10,001.  The maximum is $5,000 for a net worth in excess of $22 million.
   If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Georgia Foreign Corporation and include it with your final Foreign Corporation documents package.

1. Obtain Business Licenses from the cities and counties in which you plan to do business
2. File the required reports for your Georgia Foreign Corporation
3. Keep proper records of your Georgia Foreign Corporation on file
4. Pay your taxes to the state of Georgia

1. Obtain Business Licenses from the cities and counties in which you plan to do business
   Note that forming a Georgia Foreign Corporation does not take the place of obtaining a local business license, tax registration certificate, or other required business permits.  A Georgia Foreign Corporation merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.
   
   Depending on the nature of the business and the location of your Georgia Foreign Corporation within Georgia you may need to get one or more local business licenses or permits.  The business licenses or permits that are required for your Georgia Foreign Corporation vary depending on your business activities and the specific locations within the state of Georgia in which you want to conduct business.
   
   If your Georgia Foreign Corporation will be selling products in Georgia you may be required to obtain a Reseller's Permit from the appropriate Georgia state agency.  If your Georgia Foreign Corporation will be selling products in Georgia you will also be responsible for all applicable local and state of Georgia sales taxes if there are any.
   We have the expertise to find out exactly which state and local permits that you need for your specific business.
2. File the required reports for your Georgia Foreign Corporation
   Each Georgia Corporation must be file an initial report with the Georgia Secretary of State in the year following the calendar year of incorporation.  Each Georgia Corporation must thereafter file an annual report with the Georgia Secretary of State each year.
   
   The Georgia Corporation Annual Report includes basic information about your Georgia Foreign Corporation including information on your Officers and Directors.
   
   Failure to submit a properly completed Georgia to the Georgia Secretary of State on or before the due date may subject the Georgia Foreign Corporation to being administratively dissolved in the state of Georgia or having its authority to transact business in the state of Georgia revoked by the Georgia Secretary of State.
   
   Penalties may accrue if you fail to file any Georgia Foreign Corporation to the Georgia Secretary of State by the due date.
   
   
3. Keep proper records of your Georgia Foreign Corporation on file
   Keep the following records on file and available at the principal business office of your Georgia Foreign Corporation:
   • Names and addresses of all Directors and Officers of the Georgia Foreign Corporation
   • Foreign Corporation formation documents and any Amendments to them
   • Corporate Bylaws and any Amendments to them
   • List of current shareholders of the Foreign Georgia Foreign Corporation.  If shareholders change, keep a record of old shareholders and how stock was transferred.
   • Minutes of all Meetings of Shareholders and Directors
   • Copies of any Corporate Resolutions which have been adopted by the Georgia Foreign Corporation
   • Copies of all tax returns and Annual Reports for the Georgia Foreign Corporation for the last 3 years
   
   
   
4. Pay your taxes to the state of Georgia
   Foreign Corporations that either do business in the state of Georgia or that derive income from sources within the state of Georgia are subject to Georgia and federal tax laws.  If you are engaged in intrastate business and derive income from other states besides Georgia, you must allocate the amount of income derived from the state of Georgia in order to determine your Georgia state taxes.

In order to Incorporate in Georgia you'll need the following information about your new Company:

• The name of your new Georgia Foreign Corporation along with your second choice of a name in case the name that you want is not available
  
• Physical address of the Foreign Corporation office in Georgia (not a PO Box)
  
• A good standing certificate for your Domestic Corporation from your home state no older that 90 days
• A description of the nature of the business you are planning to operate with the Georgia Foreign Corporation
• When the Georgia Foreign Corporation will start and when it will cease to exist (normally the Foreign Corporation starts on the date the application is filed and will exist perpetually)
• Names and addresses of the initial Directors of the Georgia Foreign Corporation
• Names and addresses of each Officer of the Georgia Foreign Corporation

Remember - ALL the information that you provide when you Form a Foreign Corporation in Georgia becomes part of the public record.  Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Foreign Corporation in Georgia.

Processing times for new Georgia Foreign Corporation applications vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of new Georgia Foreign Corporation applications takes the state around 15 business days.  Add 2-3 days for the time period for shipping the final documents by mail.  Choosing our Express Mail option can shave a couple of days off the total processing time for your new Georgia Foreign Corporation.

The Georgia Secretary of State reserves the right to extend expedite periods in time of extreme volume, staff shortage or equipment malfunction.  We are dependent on, and have no control over, the staff and systems of the Georgia Secretary of State.

In our experience 15 business days is the time it usually takes the Georgia Secretary of State to process a new Georgia Foreign Corporation application. We get your Georgia Foreign Corporation application to the GA Secretary of State ASAP. Once it is at the state we have no control over the new Georgia Foreign Corporation application process.

The state of Georgia charges $235.00 to Form a Foreign Corporation in GA.  Also add the cost of a Good Standing Certificate from your home state.   If you choose us to help you Form your Foreign Corporation in Georgia our processing fees are $145.00.  This includes:

• Same day processing of your new Georgia Foreign Corporation order
• GA Name Check and Reservation
• Prepare Application for Certificate of Authority for Foreign Corporation
• File Formation Documents with the Georgia Secretary of State
• Certified Copies of Formation Documents
• Georgia Foreign Corporation Checklist
• Priority Mail Delivery
• Unlimited Customer Support