Filing Documents

O.C.G.A. tit. 14, ch. 2, art. 1, pt. 2

in effect

O.C.G.A. § 14-2-120 Filing requirements.

14-2-120. Filing requirements. (a) A document must satisfy the requirements of this Code section and of any other Code section that adds to or varies these requirements to be entitled to filing by the Secretary of State. (b) This chapter must require or permit filing the document in the office of the Secretary of State. (c) The document must contain the information required by this chapter. It may contain other information as well. (d) The document must be typewritten or printed. (e) The document must be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation. (f) The document must be executed: (1) By the chairperson of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers; (2) If directors have not been selected or the corporation has not been formed, by an incorporator; or (3) If the corporation is in the hands of a receiver, trustee, or other court appointed fiduciary, by that fiduciary; provided, however, that the person executing the document may do so as an attorney in fact. Powers of attorney relating to the execution of the document do not need to be shown to or filed with the Secretary of State. (g) The person executing the document shall sign it and state beneath or opposite his or her signature his or her name and the capacity in which he or she signs; provided, however, that if the document is electronically transmitted, the electronic version of such person's name may be used in lieu of a signature. The document may but need not contain: (1) The corporate seal; (2) An attestation by the secretary or an assistant secretary; or (3) An acknowledgment, verification, or proof. (h) The document must be delivered to the office of the Secretary of State for filing and must be accompanied by one exact or conformed copy (except as provided in Code Sections 14-2-503 and 14-2-1509), the correct filing fee, any certificate required by Code Section 14-2-201.1, 14-2-1006.1, 14-2-1105.1, or 14-2-1403.1, and any penalty required by this chapter or other law. (i) Notwithstanding the provisions of this chapter, the Secretary of State may authorize the filing of documents by electronic transmission, following the provisions of Chapter 12 of Title 10, the "Uniform Electronic Transactions Act," and the Secretary of State shall be authorized to promulgate such rules and regulations as are necessary to implement electronic filing procedures. (Code 1981, § 14-2-120, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 2; Ga. L. 1999, p. 405, § 1; Ga. L. 2009, p. 698, § 2/HB 126.)

O.C.G.A. § 14-2-121 Forms.

14-2-121. Forms. The Secretary of State may prescribe and furnish on request forms for: (1) An application for a certificate of existence; (2) A foreign corporation's application for a certificate of authority to transact business in this state; (3) A foreign corporation's application for a certificate of withdrawal; (4) The annual registration; and (5) Such other forms not in conflict with this chapter as may be prescribed by the Secretary of State. (Code 1981, § 14-2-121, enacted by Ga. L. 1988, p. 1070, § 1.)

O.C.G.A. § 14-2-121.1 Valid period for annual registration.

14-2-121.1. Valid period for annual registration. Notwithstanding any other law to the contrary, the Secretary of State may provide for the annual registration required under this chapter to be valid for a period up to and including three years. The Secretary of State is authorized to adopt the necessary rules and regulations to implement such a registration process. (Code 1981, § 14-2-121.1, enacted by Ga. L. 2017, p. 145, § 1-1/HB 87.)

O.C.G.A. § 14-2-122 Filing fees and penalties.

14-2-122. Filing fees and penalties. The Secretary of State shall collect the following fees and penalties when the documents described in this Code section are delivered to him or her for filing: Document Fee (1) Articles of incorporation ....................................$ 100.00 (2) Application for certificate of authority ................... 225.00 (3) Annual registration ......................................... 50.00 (4) Penalty for late filing of annual registration ........... 25.00 Document Fee (5) Agent's statement of resignation ......................... No fee (6) Certificate of judicial dissolution ......................... No fee (7) Articles of dissolution or intent to dissolve ............. No fee (8) Application of withdrawal .................................. No fee (9) Application for reservation of a corporate name ...... 25.00 (10) Civil penalty for a foreign corporation transacting business in this state without a certificate of authority ....................................................... 500.00 (11) Statement of change of address of registered agent .... $5.00 per corporation but not less than ......... 20.00 (12) Application for reinstatement ............................ 250.00 (13) Certificate of conversion .................................. 95.00 (14) Any other document required or permitted to be filed by this chapter ............................................ 20.00 (Code 1981, § 14-2-122, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 3; Ga. L. 1997, p. 1165, § 1; Ga. L. 2002, p. 989, § 2; Ga. L. 2003, p. 883, § 1; Ga. L. 2007, p. 455, § 1/SB 234; Ga. L. 2008, p. 253, § 1/SB 436; Ga. L. 2010, p. 9, § 1-34/HB 1055; Ga. L. 2011, p. 430, § 1/SB 64.)

O.C.G.A. § 14-2-123 Effective time and date of document.

14-2-123. Effective time and date of document. (a) Except as provided in subsection (b) of this Code section and subsection (c) of Code Section 14-2-124, a document accepted for filing is effective: (1) At the time of filing on the date it is filed, as evidenced by the Secretary of State's date and time endorsement on the original document; or (2) At the time specified in the document as its effective time on the date it is filed. (b) A document may specify a delayed effective time and date, and if it does so the document shall become effective at the time and date specified. If a delayed effective date but no time is specified, the document shall become effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date on which it is filed. (c) If a document is determined by the Secretary of State to be incomplete and inappropriate for filing, the Secretary of State may return the document to the person or corporation filing it, together with a brief written explanation of the reason for the refusal to file, in accordance with subsection (c) of Code Section 14-2-125 and, if the applicant returns the document with corrections in accordance with the rules and regulations of the Secretary of State, the filing date of the document will be the filing date that would have been applied had the original document not been deficient. (Code 1981, § 14-2-123, enacted by Ga. L. 1988, p. 1070, § 1.)

O.C.G.A. § 14-2-124 Correcting filed document.

14-2-124. Correcting filed document. (a) A domestic or foreign corporation may correct a document filed by the Secretary of State if the document: (1) Contains an incorrect statement; or (2) Was defectively executed, attested, sealed, verified, or acknowledged. (b) A document is corrected: (1) By preparing articles of correction that: (A) Describe the document (including its filing date); (B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (C) Correct the incorrect statement or defective execution; and (2) By delivering the articles to the Secretary of State for filing. (c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. (Code 1981, § 14-2-124, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 4; Ga. L. 2002, p. 989, § 3.)

O.C.G.A. § 14-2-125 Filing duty of Secretary of State.

14-2-125. Filing duty of Secretary of State. (a) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of Code Section 14-2-120, the Secretary of State shall file it. (b) The Secretary of State files a document by stamping or otherwise endorsing his official title and the date and time of receipt on both the original and the document copy. After filing a document, except as provided in Code Sections 14-2-503 and 14-2-1510, the Secretary of State shall deliver the document copy to the domestic or foreign corporation or its representative. (c) If the Secretary of State refuses to file a document, he shall return it to the domestic or foreign corporation or its representative within ten days after the document was delivered, together with a brief, written explanation of the reason for his refusal. (d) The Secretary of State's duty to file documents under this Code section is ministerial. His filing or refusing to file a document does not: (1) Affect the validity or invalidity of the document in whole or part; (2) Relate to the correctness or incorrectness of information contained in the document; or (3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. (Code 1981, § 14-2-125, enacted by Ga. L. 1988, p. 1070, § 1.)

O.C.G.A. § 14-2-126 Appeal from Secretary of State’s refusal to file document.

14-2-126. Appeal from Secretary of State’s refusal to file document. (a) If the Secretary of State refuses to file a document delivered to his office for filing, the domestic or foreign corporation may appeal the refusal within 30 days after the return of the document to the superior court of the county where the corporation's registered office is or will be located. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of State's explanation of his refusal to file. (b) The matter shall promptly be tried de novo by the court without a jury. The court may summarily order the Secretary of State to file the document or take other action the court considers appropriate. (c) The court's final decision may be appealed as in other civil proceedings. (Code 1981, § 14-2-126, enacted by Ga. L. 1988, p. 1070, § 1.)

O.C.G.A. § 14-2-127 Evidence of filing.

14-2-127. Evidence of filing. A certificate attached to a copy of a document or electronic transmission filed by the Secretary of State, bearing his or her signature, which may be in facsimile, and the printed or embossed seal of this state, or its electronic equivalent, is prima-facie evidence that the original document has been filed with the Secretary of State. (Code 1981, § 14-2-127, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1999, p. 405, § 2.)

O.C.G.A. § 14-2-128 Certificate of existence.

14-2-128. Certificate of existence. (a) Any person may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation. (b) A certificate of existence or authorization sets forth: (1) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state; (2) That the domestic corporation is duly incorporated under the law of this state and the date of its incorporation, or that the foreign corporation is authorized to transact business in this state; (3) That its most recent annual registration required by Code Section 14-2-1622 has been delivered to the Secretary of State; and (4) That articles of dissolution have not been filed. (c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as prima-facie evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state. (Code 1981, § 14-2-128, enacted by Ga. L. 1988, p. 1070, § 1.)

O.C.G.A. § 14-2-129 Penalty for signing false document.

14-2-129. Penalty for signing false document. A person who signs a document he knows is false in any material respect with intent that the document be delivered to the Secretary of State for filing shall be guilty of a misdemeanor and, upon conviction thereof, shall be punished by a fine not to exceed $500.00. (Code 1981, § 14-2-129, enacted by Ga. L. 1988, p. 1070, § 1.)

Source: Official Code of Georgia (Legislative Counsel's copy via Public.Resource.Org) + acts (legis.ga.gov)URL: https://archive.org/download/gov.ga.ocga.2024/T14%20%28V12%29%202017.txtFetched: 10/24/2026