Georgia Foreign LLC Registration: $235 Certificate of Authority and Why a Delaware LLC Does Not Avoid Georgia
If your LLC was formed in Delaware, Nevada, Florida, or any state other than Georgia, and it does business in Georgia, Georgia treats it as a foreign LLC. A foreign LLC that transacts business in Georgia must apply to the Georgia Secretary of State for a certificate of authority. The total cost is $235, which is $225 plus a $10 service charge, and it is the same whether you file online or on paper. This guide covers who has to register, what the application asks for, what it costs to stay registered, and why forming in another state does not get you out of Georgia's rules. Fees below were checked against official sources as of October 29, 2026.
What Counts as a Foreign LLC
A foreign LLC is a limited liability company formed under the law of another state. Your home state is where you filed the articles or certificate that created the company. Georgia does not care whether that state is Delaware, Nevada, or somewhere else. What matters is that the company was formed outside Georgia and now wants to operate inside it.
When You Need a Certificate of Authority
Under O.C.G.A. 14-11-702, a foreign LLC that transacts business in Georgia must obtain authority from the Secretary of State before it does so. The statute also lists activities that do not count as transacting business. In plain terms, these safe harbors cover:
- An isolated transaction, meaning a single deal that is not part of a pattern of Georgia business.
- Holding bank accounts in Georgia.
- Engaging in interstate commerce.
- Owning property in Georgia without doing more business there.
A business with an office in Georgia, employees working in Georgia, or regular sales to Georgia customers is on the other side of the line. If your situation is a close call, such as a few recurring contracts or a remote team with one Georgia-based person, talk to a Georgia attorney before you decide not to register.
Fees and Deadlines at a Glance
| Item | Amount | Notes |
|---|---|---|
| Certificate of authority (foreign LLC) | $235 total | $225 fee plus $10 service charge; same online or paper |
| Certificate of authority (foreign limited liability partnership) | Check the fee schedule | The fee schedule shows $210; confirm the current amount with the Secretary of State |
| Annual registration | $60 per year | $50 plus $10 service charge; filed January 1 to April 1 |
| Late annual registration | $25 penalty | Confirm the current late penalty with the Secretary of State |
| Standard processing | Online: about 7 to 10 business days; paper: about 15 business days | No extra charge |
| Expedited review, 2 business days | $120 | Added to the filing fee |
| Expedited review, same day | $275 | Must be received by noon |
| Expedited review, one hour | $1,200 | Business days only |
The $60 annual registration is not $50. The $50 is the fee, and the $10 is the service charge. Expedited review is $120, $275, or $1,200, depending on how fast you need the answer.
What the Application Requires
Before you file on eCorp at https://ecorp.sos.ga.gov/, gather the following:
- A Georgia registered agent. The agent must have a registered office with a Georgia street address, and it must be an individual Georgia resident or a corporation authorized to do business in Georgia. A P.O. box does not qualify. For more detail, see our guide to Georgia registered agent requirements.
- The LLC's name as formed in its home state. Use the exact name on your home-state formation documents.
- The manager's name and address. O.C.G.A. 14-11-702(a)(8) requires this information. If your LLC is not manager-managed, confirm with the Secretary of State how the form handles that.
- A certificate of existence from the home state. Expect the Secretary of State to ask for one. Confirm the current requirement with the Secretary of State before you file, because the rules for home-state documents can change.
If your LLC has no registered agent, the Secretary of State serves as agent of last resort under O.C.G.A. 14-11-702(a)(5). Treat that as a backstop, not a plan. Legal papers delivered to the state are a poor substitute for an agent who answers the door during business hours.
Staying Registered: The Annual Registration
Once the Secretary of State approves your certificate of authority, your foreign LLC files the same $60 annual registration that a Georgia LLC files. Filing runs from January 1 to April 1 each year. Your first annual registration is due in the year after you register. If you register in 2026, for example, your first annual registration falls in 2027. Check the Secretary of State's website for the current filing window before you calendar it.
Why a Delaware or Nevada LLC Does Not Avoid Georgia
Many owners form in Delaware or Nevada because they have heard those states offer lighter rules or business-friendly courts. That choice does not change Georgia's requirements for a business that actually operates in Georgia. Here is what a Delaware LLC doing business in Georgia pays:
- The home-state formation fee and annual charges, paid to Delaware or Nevada.
- The $235 Georgia certificate of authority.
- The $60 Georgia annual registration every year after that.
The home-state route adds costs. It does not remove any. Georgia also has no series LLC, so you cannot use a series structure to separate Georgia operations from the rest of the company.
The Cost of Skipping Registration
An LLC that transacts business in Georgia without authority owes a civil penalty of $500 plus the back fees it should have paid. It also cannot sue in Georgia courts until it registers (O.C.G.A. 14-11-711). That second consequence often hurts more than the penalty. If a Georgia customer stops paying, you may have no way to collect in a Georgia court until you complete the registration.
The Local and Tax Layer After You Register
A registered foreign LLC still has to satisfy Georgia's local and tax requirements. Georgia has no general statewide business license. The Secretary of State issues none, and a sales tax registration with the Department of Revenue is not a business license either.
The local license is an occupation tax certificate, often called a business license, under O.C.G.A. Title 48, chapter 13. The city issues it if your business is inside city limits. The county issues it for unincorporated areas. More than half of Georgians live outside any city, so for many businesses the county is the issuer. A business inside a city pays the city, not the county. Georgia has 159 counties and about 537 cities and towns, and each sets its own formula, deadlines, and prerequisites. Check with the office that covers your business location.
If your company has more than 10 employees, you must file an E-Verify affidavit to obtain the local certificate (O.C.G.A. 36-60-6). Occupational licenses for regulated trades, such as contractors, electricians, plumbers, cosmetology, and real estate, come from state boards, including the Secretary of State's Professional Licensing Boards Division.
Department of Revenue Registration
Register with the Georgia Department of Revenue through the Georgia Tax Center at https://gtc.dor.ga.gov/ if you sell taxable goods or have employees. Sales tax registration is free. Georgia issues no separate resale permit. The resale document is Form ST-5, the certificate of exemption. The state sales tax rate is 4%, and combined state and local rates run from 6% to 9% depending on county and city (Atlanta is 8.9%). A remote seller owes collection once it reaches $100,000 of Georgia sales or 200 separate transactions.
Employer Obligations
Workers' compensation coverage is required at three or more workers, including part-time workers. Georgia has no state paid sick leave or family leave mandate.
How Georgia Taxes a Foreign LLC
Georgia has one flat income tax rate: 5.19% for 2025 and 4.99% for 2026. The corporate rate equals the individual rate. A typical single-member or partnership LLC owes no Georgia franchise tax, and its income passes through to the owners at the individual rate. Corporations, and LLCs taxed as corporations, pay a net worth tax of $0 to $5,000 depending on net worth. Confirm how your LLC is taxed for federal and Georgia purposes with a CPA before you assume the pass-through treatment applies.
Next Steps
- Confirm your home-state good standing and gather the certificate of existence.
- Line up a Georgia registered agent, then file the application on eCorp or by paper.
- Choose standard or expedited processing based on how soon you need authority.
- Calendar the $60 annual registration for January 1 to April 1 starting the year after you register.
- Check the city or county occupation tax certificate for each location where you operate.
For the full formation process for a Georgia company, read our guide on how to start an LLC in Georgia.
Important Disclaimer
This guide is informational only. It is not legal or tax advice, and it does not create an attorney-client or accountant-client relationship. Fees, deadlines, and rules change, so confirm current figures with the Georgia Secretary of State at https://sos.ga.gov/corporations-division and the Georgia Department of Revenue at https://dor.georgia.gov/. If your situation involves multiple states, employees, or a close call on whether you transact business in Georgia, consult a qualified Georgia attorney and a CPA.