General Provisions

O.C.G.A. tit. 14, ch. 3, art. 5, pt. 1

in effect

O.C.G.A. § 14-3-501 Registered office and registered agent.

14-3-501. Registered office and registered agent. Each corporation must continuously maintain in this state: (1) A registered office with the same address as that of the registered agent; and (2) A registered agent, who may be: (A) A person who resides in this state and whose office is identical with the registered office; (B) A domestic corporation, business corporation, or domestic limited liability company formed under this title whose office is identical with the registered office; or (C) A foreign corporation, foreign business corporation, or foreign limited liability company authorized to transact business in this state whose office is identical with the registered office. (Code 1981, § 14-3-501, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 1999, p. 405, § 19; Ga. L. 2016, p. 225, § 3-3/SB 128.) (Amended by Ga. L. 2023, Act 260 (SB 148), eff. July 1, 2023.)

O.C.G.A. § 14-3-502 Change of registered office or registered agent.

14-3-502. Change of registered office or registered agent. (a) A domestic corporation or a foreign corporation may change its registered office or registered agent by delivering to the Secretary of State for filing an amendment to its annual registration that sets forth: (1) The name of the corporation; (2) The street address of its current registered office; (3) If the current registered office is to be changed, the street address of the new registered office; (4) The name of its current registered agent; (5) If the current registered agent is to be changed, the name of the new registered agent; and (6) That after the change or changes are made, the street addresses of its registered office and the office of its registered agent will be identical. (b) If the street address of a registered agent's office is changed, the registered agent may change the street address of the registered office of any corporation for which the registered agent is the registered agent by notifying the corporation in writing of the change and by signing and delivering to the Secretary of State for filing a statement that complies with the requirements of subsection (a) of this Code section and recites that the corporation has been notified of the change. (Code 1981, § 14-3-502, enacted by Ga. L. 1991, p. 465, § 1.) (Amended by Ga. L. 2023, Act 260 (SB 148), eff. July 1, 2023.)

O.C.G.A. § 14-3-503 Resignation of registered agent.

14-3-503. Resignation of registered agent. (a) A registered agent may resign his or her agency appointment by signing and delivering to the Secretary of State for filing a statement of resignation. The statement may include a statement that the registered office is also discontinued. (b) On or before the date of the filing of the statement of resignation, the registered agent shall deliver or mail a written notice of the agent's intention to resign to the chief executive officer, chief financial officer, or secretary of the corporation or the foreign corporation, as named and at the address shown in the annual registration or in the articles of incorporation if no annual registration has been filed. (c) The agency appointment is terminated, and the registered office discontinued if so provided, on the earlier of the filing by the corporation or the foreign corporation of an amendment to its annual registration designating a new registered agent and registered office if also discontinued or the thirty-first day after the date on which the statement was filed. (d) When a statement of resignation takes effect, the person who resigned ceases to have responsibility under this chapter for any matter thereafter tendered to it as registered agent for the corporation or the foreign corporation. The resignation does not affect any contractual rights the corporation or the foreign corporation has against the registered agent or that the registered agent has against the corporation or the foreign corporation. (e) A registered agent may resign with respect to a corporation or a foreign corporation regardless of whether the corporation or the foreign corporation is entitled at the time to a certificate of existence or authority under Code Section 14-3-128. (Code 1981, § 14-3-503, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 68.) (Amended by Ga. L. 2023, Act 260 (SB 148), eff. July 1, 2023.)

O.C.G.A. § 14-3-504 Service of process on corporation.

14-3-504. Service of process on corporation. (a) A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation. (b) If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail or statutory overnight delivery, return receipt requested, addressed to the secretary of the corporation at its principal office. Service is perfected under this subsection on the earliest of: (1) The date the corporation receives the mail; (2) The date shown on the return receipt, if signed on behalf of the corporation; or (3) Five days after its deposit in the United States mail, if mailed postage prepaid and correctly addressed. (c) This Code section does not prescribe the only means, or necessarily the required means, of serving a corporation. (Code 1981, § 14-3-504, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2000, p. 1589, § 3.) (Amended by Ga. L. 2023, Act 260 (SB 148), eff. July 1, 2023.)

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