To cancel or withdraw an entity's registration in Georgia, file an Application for Withdrawal of Certificate of Authority with the Georgia Secretary of State, Corporations Division (SOS). There is one form for all entities, so indicate which type of entity the application is for.
(b) To effect a conversion under this Code section, the corporation must adopt a plan of conversion that sets forth the manner and basis of converting the shares of the corporation into interests, shares, obligations, or other securities, as the case may be, of the resulting entity.
Certificate of Conversion Definition. Certificate of Conversion is a document that officially changes a company's legal structure, such as converting from a sole proprietorship to a corporation or from one business entity type to another, while maintaining its continuous existence.
Business owners or entities in Georgia who wish to change their current legal structure or type of entity may need a certificate of conversion. This may include individuals or companies who want to convert from one type of business entity to another, such as from a corporation to a limited liability company.
A foreign entity that ceases its operations in Georgia should file an "Application for Withdrawal" pursuant to O.C.G.A. §§ 14-2-1520 (profit corporation), 14-3-1520 (nonprofit corporation), 14-8-50 (LLP), 14-9-906 (LP and LLLP), or 14-11-707 (LLC).
A Georgia Certificate of Existence (Good Standing) is required when your business expands to another state (otherwise known as a foreign qualification) and needs to register in that state as a foreign corporation or LLC.
Georgia state law doesn't require you to have an operating agreement, but it does give “maximum effect” to freedom of contract, so a strong operating agreement can give you a lot of control over your LLC in this state.
While it is not required under Georgia law, having an operating agreement can prevent disputes and clarify business operations. A Georgia operating agreement can be critical to outlining the roles and responsibilities of members.
If a foreign corporation has no registered agent or its registered 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 chief executive officer, chief financial officer, or secretary of ...