How Do I Qualify a Florida LLC to Conduct Business in Georgia?

By Jennifer Kiesewetter, J.D.

How Do I Qualify a Florida LLC to Conduct Business in Georgia?

By Jennifer Kiesewetter, J.D.

If you're a Florida limited liability company (LLC) and you want to conduct business in Georgia, you need to qualify and register your company to conduct business legally in Georgia. Once you register your business, it's known in Georgia as a foreign entity. In other words, under Georgia law, if you formed your LLC in a state other than Georgia, you have a "foreign" LLC. A foreign LLC doesn't mean an LLC formed in another country. This is a common naming practice throughout the United States.

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Step 1. Confirm that your LLC is transacting business in Georgia.

If you want to conduct business in Georgia, you're required to register your business with Georgia, according to the Georgia Limited Liability Company Act (LLC Act). Georgia's law doesn't, however, define precisely what "transacting business" means.

Georgia law does, however, define when a foreign company must collect state taxes in Georgia. A business must have a physical presence in the state for that state to collect sales taxes, which gives some idea as to the meaning of "transacting business." A physical presence includes having an office, a store, a warehouse, or a sales representative in Georgia.

Although Georgia doesn't define "transacting business," the LLC Act does enumerate certain activities that don't constitute transacting business, such as maintaining Georgia bank accounts or holding meetings of its members, managers, or owners concerning business affairs.

As technology advances and internet sales become more common, Georgia's law doesn't offer direction as to sales tax and physical presence. However, if you're physically present in Georgia, then you are transacting business in the state and should register your Florida business as a foreign entity.

Step 2. Verify that your LLC name is available.

To begin the registration process, make sure that your LLC business name is available in Georgia. Do a name search through the Georgia Secretary of State. If your name isn't available or your LLC name is too similar to another registered Georgia business, you can operate under an assumed name, also known as a doing business as (DBA) name.

No matter if your Florida LLC name is available or if you have to adopt a DBA name, be sure to reserve your business name by filing a Name Reservation Request with the State of Georgia for up to 30 days while you're finalizing your registration.

Step 3. Register your Florida LLC.

To register your Florida LLC in Georgia, you must file an Application for Certificate of Authority for Foreign Limited Liability Company (Form 241) with the Georgia Secretary of State. This application requires similar information to when you formed your LLC initially in Florida, including:

  • the name of your LLC as its registered in Florida
  • the alternate LLC name you'll use in Georgia (if necessary)
  • the date you'd like to begin conducting business in Georgia
  • the contact information of the person applying
  • a statement that your LLC formed in Florida
  • the date your LLC formed initially
  • the address of your LLC's principal place of business
  • the name and address of your Georgia registered agent
  • the name and address of your LLC's manager and where you keep your LLC records

After completing your application, an authorized person at the LLC must sign and date the application. You must also include your filing fee.

If your Florida LLC transacts business in Georgia without registering, you could face a lawsuit in Georgia. Additionally, you'll be liable for all registration fees plus a penalty. Also, if you're in litigation, a court may not allow you to conduct any additional business in Georgia. Make sure that you complete all the necessary forms so you can begin legally growing your business. 

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.