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Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 2. BUSINESS CORPORATIONS · Article 15. FOREIGN CORPORATIONS · Part 1. CERTIFICATE OF AUTHORITY

14-2-1502. Consequences of transacting business without authority.

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Current through: Including Acts of the 2025 Regular Session of the General Assembly.

  1. (a)

    A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.#

  2. (b)

    Each foreign corporation that has not obtained a certificate of authority within 30 calendar days after the first day on which it transacts business in this state shall be liable for the civil penalty set out in Code Section 14-2-122. Such civil penalty shall be in addition to other consequences set out in this Code section and shall be collected without discretion by the Secretary of State.#

  3. (c)

    The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state unless before the commencement of the proceeding the foreign corporation or its successor obtains a certificate of authority.#

  4. (d)

    Notwithstanding subsections (a), (b), and (c) of this Code section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.#

The notes below are printed with the section but are not enacted law (O.C.G.A. § 1-1-1(c)). They are shown apart from the text.

History

Code 1981, § 14-2-1502, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1990, p. 257, § 26; Ga. L. 2002, p. 989, § 5.

Law reviews

For article, ‘‘Defending the Lawsuit: A First-Round Checklist,’’ see 22 Ga. St. B. J. 24 (1985). For article, ‘‘Georgia’s ‘Door-Closing’ Statute: Who Bears the Burden?,’’ see 24 Ga. St. B. J. 141 (1988). For annual survey article on evidence law, see 52 Mercer L. Rev. 303 (2000).

Read the official page (the state's PDF, opened at the page this text was read from).

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

Text read from t14-(v12)-2017-pdf.pdf, Volume V12, 2017 edition, page 531; merge action: annotated; file SHA-256 f2fad2b71b39.