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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

14-2-1504. Amended certificate of authority; conversion of foreign corporation into foreign limited liability company or foreign limited partnership.

Active

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

  1. (a)

    A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes:#

    1. (1)

      Its corporate name;#

    2. (2)

      The period of its duration; or#

    3. (3)

      The state or country of its incorporation.#

  2. (b)

    The requirements of Code Section 14-2-1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this Code section.#

  3. (c)

    If a foreign corporation authorized to transact business in this state converts into a foreign limited liability company:#

    1. (1)

      The foreign corporation shall notify the Secretary of State that such conversion has occurred no later than 30 days after the conversion, using such form as the Secretary of State shall specify, which form may require such information and statements as may be required to be submitted by a foreign limited liability company that applies for a certificate of authority to transact business in this state; and#

    2. (2)

      If such notice is timely given:#

      1. (A)

        The authorization of such entity to transact business in this state shall continue without interruption; and#

      2. (B)

        The certificate of authority issued to such foreign corporation under this article shall constitute a certificate of authority issued under Code Section 14-11-704 to the foreign limited liability company resulting from the conversion effective as of the date of the conversion.#

    3. The Secretary of State shall adjust its records accordingly.

  4. (d)

    If a foreign corporation authorized to transact business in this state converts into a foreign limited partnership:#

    1. (1)

      The foreign corporation shall notify the Secretary of State that such conversion has occurred no later than 30 days after the conversion, using such form as the Secretary of State shall specify, which form may require such information and statements as may be required to be submitted by a foreign limited partnership that applies for a certificate of authority to transact business in this state; and#

    2. (2)

      If such notice is timely given:#

      1. (A)

        The authorization of such entity to transact business in this state shall continue without interruption; and#

      2. (B)

        The certificate of authority issued to such foreign corporation under this part shall constitute a certificate of authority issued under Code Section 14-9-903 to the foreign limited partnership resulting from the conversion effective as of the date of the conversion.#

    3. The Secretary of State shall adjust its records accordingly.

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, § 14-2-1504, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2006, p. 825, § 18/SB 469.

Law reviews

For article, ‘‘2006 Amendments to Georgia’s Corporate Code and Alternative Entity Statutes,’’ see 12 Ga. St. B. J. 12 (2007).

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, pages 538 to 539; merge action: carried; file SHA-256 f2fad2b71b39.