First, it provides actual public notice. Entity addresses can be changed by filing an annual registration. Articles of Incorporation in compliance with O.C.G.A. No. Can I reserve INC. and LLC together in the name? Should you wish to file your reinstatement application by mail to our office, you must print the reinstatement application form athttps://ecorp.sos.ga.gov/PrintReinstatementForm/Index, complete it and mail it in with a check or money order for payment of the fee. I stated the effective date in my articles of amendment. When the amendment form is submitted, the verification of publication is printed on the form and no separate verification is required. WebEdit your certificate of conversion georgia form online Type text, complete fillable fields, insert images, highlight or blackout data for discretion, add comments, and more. Do I have to submit three (3) different specimens? 14-2-1422, 14-3-1422, and14-11-603. 14-2-1109.2. . A foreign entity is not eligible for reinstatement. 22 0 obj <> endobj Trademark or service mark protection is acquired via a person or entitys use of the mark in connection with the sale of goods or services. No. Foreign Limited Partnership and Foreign Limited Liability Limited Partnership, Domestic corporation or another domestic limited liability company; or. 10-1-490, trade names are registered with the clerk of superior court of the county in which the business is chiefly carried on or, in the case of a domestic corporation using a trade name, in the county of its legal domicile. By default, the Georgia conversion statute requires approval of the conversion by all LLC members. Office of Insurance and Safety Fire Commissioner: 2 MLK Jr. Dr., Suite 704 West Tower, Atlanta, GA 30334, Telephone: (404) 656-2070. Primarily, registration of a trademark or service mark provides two things. The Professional Licensing Boards Division of the Secretary of States Office provides administrative support to the 42 licensing boards housed with our agency. A trademark is deemed to be used in this state when it is placed in any manner on the goods or their containers or on the tags or labels affixed thereto and such goods are sold or otherwise distributed in this state. If the reinstatement application is not signed by one of these authorized persons, then the application must be accompanied by a notarized statement executed by a person who was an officer, director, or shareholder in the case of a corporation; a member or manager in the case of an LLC; an heir, successor, or assign of a person who was an officer, director, shareholder of the corporation; or a member, or manager of the LLC at the time that the entity was administratively dissolved. WebCERTIFICATE OF CONVERSION VALKYRIE STUDIOS, LLC Conversion. These requirements must be strictly followed to assure limited personal liability. No. 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). The Securities Division of the Office of the Secretary of State is charged with the implementation and enforcement of the Georgia Uniform Securities Act of 2008. A notice of intent to dissolve is required only when filing articles of dissolution pursuant to O.C.G.A. (BR 227) Certificate of Conversion in compliance with O.C.G.A. You may contact that office at (877) 476-0778. Foreign profit corporation, nonprofit corporation, or limited liability company authorized to transact business in Georgia. * [If you intend to transact business in Georgia as a foreign LP, you will also need to complete the Application for Certificate of Authority and pay the filing fee of $225.00* in addition to the $95 conversion fee.] There is no form for this filing; rather, articles are drafted pursuant to O.C.G.A. A trade name is also known as a DBA or fictitious name.. There is also a form to change the name of a limited liability company, limited partnership, or limited liability limited partnership, but you may also prepare the articles of amendment or certificate of amendment pursuant to the relevant sections of the Official Code of Georgia Annotated. The entity must be current on all annual registrations due. A paper form may be downloaded from our website. No. Please refer to the following Georgia Entity Conversion Matrix for converting guidelines for specific entities: Printable Version of Entire Entity Conversion Matrix (PDF). The Secretaryof State may administratively dissolve an entity when the entity fails to timely file an annual report, fails to maintain a registered agent or registered office, or in several other situations. 2. may be searched online. If the entity has been administratively dissolved and it is either not possible or desirable to reinstate the entitys good standing and existence, the entity's affairs should be wound up, its assets liquidated, and all debts and obligations paid or otherwise satisfied. Yes. It means the corporation or limited liability company was administratively dissolved by the Secretary of State in accordance with Georgia law. You may contact that office at (800) 786-9199 or visit their website at https://www.uspto.gov/. There is an additional $10 service charge if filing in paper format. What does this mean? (O.C.G.A. Notices are sent to the last known address of the entitys principal office or the registered agent. 14-2-202. In some situations, the two dates may be the same. If you wish to avoid administrative dissolution of the entity, thenfile all the necessary annual registration(s) and pay all the appropriate fees. Filing fee of $95.00. A drawing page is drawing of the mark on an 8 x 11 white sheet of paper. a Domestic Limited Partnership and Domestic Limited Liability Limited Partnership, Domestic corporation, professional corporation, or limited liability company; or. . Individual who resides in this state and whose business office is identical with the registered office; Domestic profit, nonprofit corporation, or limited liability company; or. Belting, hose, machinery packing, and nonmetallic tires, 40. Some foreign (out-of-state) entities which do business in Georgia also must file with the Corporations Division. 14-2-840. Foreign corporation or another foreign limited liability company having a certificate of authority to transact business in Georgia. 14-2-1109.2, a Certificate of Conversion should include: LLC name and jurisdiction. Boyz, Inc. is not distinguishable from Boys, Inc.. Is there a filing fee for each entity that is merging? Bylaws are maintained by the corporation. If the entity does not reinstate within the 5-year period, then another entity may reserve or file under the name. The registered agent may be anyone that accepts this appointment as long as they are physically located here in Georgia. Absolutely no cash is accepted. A paper form may be downloaded from our website here. An entity that begins transacting business in Georgia without registering as required must pay a penalty. You must appoint a registered agent in Georgia to qualify. WebTo convert your Georgia LLC to a Georgia corporation, you need to: get the LLC's members to approve the conversion; and file a certificate of conversion and articles of incorporation with the Secretary of State. Courts of law sometimes allow individuals within a corporation to be sued personally. Articles of Incorporation in compliance with O.C.G.A. Is there a minimum age for members of the board of directors of a corporation? When reinstating a corporation, do I need to list a CEO, CFO, and Secretary? Are there additional fees? There are several service companies in Georgia that will serve as your registered agent for a yearly fee. An entity formed in another state, defined as a foreign entity under Georgia law, should review the provisions of O.C.G.A. 14-2-1501 (profit corporation), 14-3-1501 (nonprofit corporation), 14-8-45 (LLP), 14-9-902 (LP and LLLP), and 14-11-702 (LLC). 14-2-1109.2. The mark must already be in use to be considered for registration. A name reservation is effective for 30 days from the date of approval or until the filing forming the entity with that reserved name is submitted, whichever is sooner. Each entity must continuously maintain a registered agent and registered office in Georgia. Am I required to file for a name reservation before filing to form an entity? If an annual registration has already been filed for the current renewal period, then an entity's address may be changed by filing an amended annual registration. Once logged into your online account, select the Submit Paper Filing Online option to proceed with filing an amendment. The burden is on the entity to determine whether or not it should file. May I submit business cards or stationery as specimens for my service mark? This is an extremely complex question for which there is no easy yes or no answer. 1421421, 1431421, 1411603). A name reservation may be filed on-line through the following link or by submitting a completed Name Reservation Request form along with the fee to the Corporations Division. If products or goods are sold, think "trademark." There is no form for this filing; rather, articles are drafted pursuant to O.C.G.A. If the mark is still in use in Georgia, it can be renewed for subsequent ten (10) year terms. A mark is renewed by submission of a completed renewal application by the registrant during the last 6 months of the 10-year registration period. Annual registration is also the means for changing officers, registered agents, or address information. 2 Business Day Expedited Service: Review of filing completed and a response sent within 2 business days costs an additional $100. Three samples of the same specimen are acceptable. Auto Store, Inc. is not distinguishable from Georgia Auto Store, Inc., Names are not distinguishable if the only difference is a phonetic spelling of the same word. Smokers' articles, not including tobacco products, 9. Domestic Profit and Nonprofit Corporation. The articles of merger or certificate of merger must be signed by an authorized person of the surviving entity. To voluntarily dissolve or terminate, you will need to access the Corporations Division's website at. Who is authorized to sign articles of amendment? The filing also confirms that the entity still exists. PLEASE NOTE:These Adobe Acrobat forms require the Adobe Reader to view and/or print. The renewal application must be received in the Secretary of State's office on or before the expiration date. If you intend to apply to the Internal Revenue Service (IRS) for recognition of federal tax-exempt status as a charitable organization under section 501(c)(3) of the Internal Revenue Code, your articles of incorporation must contain certain provisions. The registered agent may or may not be an owner, shareholder, or officer of the entity. You may put upon qualification or upon filing. WebEdit your certificate of conversion georgia form online Type text, complete fillable fields, insert images, highlight or blackout data for discretion, add comments, and more. The Georgia Secretary of State will not have access to a filers personal credit profile or credit score, and will not store any data provided for Experian identity verification. No. Can I use the same amendment form used for the name change to change the number of shares my corporation is authorized to issue? 14-2-1422(b), 14-3-1422(b) and 14-11-603(b)(6). Are the shareholders or owners of a corporation listed with the Secretary of State? You may file a reinstatement application online athttps://ecorp.sos.ga.gov/Account. Suite 313, Floyd West Tower $15.00. WebGeorgia Corporations Division. Each situation is different, and we cannot advise you on such matters. The Charities division enforces the laws regulating charitable organizations, paid solicitors, and solicitor agents. It is a corporation with fewer than 50 shareholders that includes a statement in its articles of incorporation that it elects to be a statutory close corporation, pursuant to O.C.G.A. Customers who wish to form entities using these words should submit a letter of approval from the appropriate agency along with the filing. As part of our continuing anti-fraud and cyber security effort, Georgia Secretary of State Brad Raffensperger has implemented identity proofing services provided by Experian Information Solutions, Inc. (Experian). Please note that only domestic entities can reinstate. An entity that begins transacting business in Georgia without registering as required must pay a penalty. 14-2-401 (profit corporation), 14-3-401 (nonprofit corporation), 14-9-102 (limited partnership), and 14-11-207 (limited liability company), issuance of a name by the Secretary of State means that the name is distinguishable for filing purposes from the names of other entities on the records of the Corporations Division. A corporation or LLC that is administratively dissolved may apply for reinstatement within 5 years of the date of the administrative dissolution by filing an application for reinstatement. Georgia does not provide an official form for converting an LLC to a corporation, which means youll have to draft your own. The filing fee covers all entities that are merging. Once logged into your online account, select the Submit Paper Filing Online option, then select Conversion from the dropdown to proceed with filing. Another distinct difference is that trade names are not registered at the state or federal level, but are registered with local government, primarily in the county in which a business operates. These abbreviations are indicators for two different types of filings. 14-9-206.8. Are a corporations bylaws filed with the Secretary of State? However, there is no minimum time period of use. LINK MISSING. This is the standard in nearly 40 states. The database is updated daily and does not list pending applications. WebOne possible sanction is that an entity that should have obtained a certificate of authority, but does not, may not be able to file a lawsuit in the State of Georgia. You may file for a withdrawal using our online services at, or a paper application for Withdrawal may be. After that, the fee must be paid to submit a new name reservation request. Will I owe a penalty for late filing? WebCERTIFICATE OF CONVERSION VALKYRIE STUDIOS, LLC Conversion. There are no forms for filing a conversion in Georgia. Names are reviewed only in response to online or mail requests. The statement should say that such person or decedent was an officer, director, or shareholder of the corporation at the time of administrative dissolution or a member or manager of the LLC at the time of administrative dissolution, and such person has knowledge of and assents to the application for reinstatement. What is the filing fee to register, renew, assign, or cancel a trademark or service mark? Thus, members or managers for LLCs are not listed and there is no procedure to change them by filing with the Secretary of State. It should only be used if the United States Patent and Trademark Office has granted registration. There is no form for this filing; rather, articles are drafted pursuant to O.C.G.A. What is the next step after the name reservation has been approved? The Professional Licensing Boards Division of the Secretary of States Office provides administrative support to the 42 licensing boards housed with our agency. WebSection 14-3-1121 - Certificates of conversion; implementation. I do not have an office located in Georgia. A "specimen" is an actual example of use of the mark in the stream of commerce. 14-2-1422. If you filed in paper format, you will need to submit the new articles and a new transmittal form with the name. Add your legally-binding signature Draw or type your signature, upload a signature image, or capture it with your digital camera. Apply for a job/internship at our office. The Charities division enforces the laws regulating charitable organizations, paid solicitors, and solicitor agents. The Employee Identification Number is obtained from the Internal Revenue Service https://www.irs.gov/. Yes. (a) By complying with this Code section, a corporation may become a foreign corporation if the law of the foreign jurisdiction authorizes domestication, redomestication, reincorporation, conversion, or a similar statutory procedure to become a foreign corporation. WebApplication for Certificate of Authority and pay the filing fee of $225.00.] Plural forms of the same word do not make names distinguishable. Once my documents have been filed, will I receive something in the mail? How do I apply for IRS federal tax exemption as a charitable organization? Once logged into your online account, select the Submit Paper Filing Online option, then select Conversion from the dropdown to proceed with filing. It is the means by which a consumer would view your mark and be aware of the specific goods or services offered. Does my business name have to be different from other business names on file with the Secretary of State? If a filer thinks the Experian identity verification system has incorrect information, they can take the following steps: For any questions, you may contact the Secretary of States office at 844-753-7825. The drawing page must appear in black and white if color is not claimed as a feature of the mark, or in color if color is claimed as a feature of the mark/. An entity administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs (O.C.G.A. You cannot request or reserve a name for an entity that has been administratively dissolved within the last 5 years. An entity that begins transacting business in Georgia without registering as required must pay a penalty. For a service mark, an acceptable specimen would be an advertisement, such as a newspaper ad, brochure, leaflet, flyer, or web page screen shot(s) which shows the mark, denotes the services provided to the public, and distinguishes the services from those of another party. Affected entities will be mailed a Notice of Administrative Dissolution from the Corporations Division informing you ofour intent to administratively dissolve theentity or revoke the entitys Certificate of Authority. What should I do if I receive a notice of administrative dissolution? Medicines and pharmaceutical preparations, 21. Mailin/walkin ordersare processed via check or money order. If I am filing articles of dissolution in compliance with O.C.G.A. Georgia Conversion From a Corporation Georgia Conversion From a LLC Consult your legal counsel for more information regarding this matter. The Corporations Division cannot confirm name availability via telephone. Trademarks may be registered federally in the United States Patent and Trademark Office. Georgia law regarding limited liability companies (LLCs) requires only the listing of the registered agent. If you intend to apply to the Internal Revenue Service (IRS) for recognition of federal tax-exempt status as a charitable organization under section 501(c)(3) of the Internal Revenue Code, your articles of incorporation must contain certain provisions. Subscribe to update notifications from the Securities Division, The Professional Licensing Boards Division of the Secretary of States Office, Learn about the Georgia Licensing Division, File a complaint regarding licensed or unlicensed individuals, Receive licensing updates and notifications. In most instances, a corporation or LLC is administratively dissolved because it failed to file its annual registration with the Secretary of State. (O.C.G.A. Prior to filing the necessary conversion documents with Georgia Secretary of State, the company needs to hold a meeting of members (LLC) or directors and shareholders (corporation) and officially approve the conversion. 10-1-440), Examples of service marks are: McDonald's (restaurant services), Wal-Mart (retail business services) and AT&T (telecommunications services.). Thus, we strongly suggest that questions in this area be addressed to legal counsel. 2 MLK Jr. Drive Many names that are issued by the Corporations Division might not be available for use in the marketplace. To learn about the general requirements for federal tax-exempt status, visit www.irs.gov/charities, or download IRS Publication 557, Tax-Exempt Status for Your Organization. WebThe certificate shall set forth: (1) The name and jurisdiction of organization of the entity making the election; (2) That the entity elects to become a corporation; (3) The effective date, or the effective date and time, of such conversion if later than the date and time the certificate of conversion is filed; The certificate of termination may also be signed by a fiduciary if the LLC is in the hands of a receiver, trustee, or other court-appointed fiduciary. Such action should not be taken until the entity formation documents are filed and a certificate of incorporation, certificate of organization, or certificate of limited partnership is issued by the Secretary of State. (BR 227) Certificate of Conversion in compliance with O.C.G.A. Web(i) After a plan of conversion is approved by the shareholders, the corporation shall deliver to the Secretary of State for filing a certificate of conversion setting forth: (1) The name of the corporation; (2) The name and jurisdiction of The fee is not refunded in the event a mark cannot be registered, renewed, assigned, or cancelled. Georgia GP 1. If you filed online, then you will submit the new name online through the electronic refile process. For example, a mark for a soft drink might be registered in class 45, "soft drinks and carbonated water." The Name Reservation Request form is available for. Share your form instantly The registered agent for a Domestic Profit and Nonprofit Corporation may be: The registered agent for a Foreign Profit and Nonprofit Corporation may be: The registered agent for a Domestic Limited Partnership and Domestic Limited Liability Limited Partnership may be: The registered agent for a Foreign Limited Partnership and Foreign Limited Liability Limited Partnership may be: The registered agent for a Domestic Limited Liability Company may be: The registered agent for a Foreign Limited Liability Company may be: The registered agent for a Foreign Limited Liability Partnership may be: For all entity types, the registered agents business office address must be identical with the registered office address. Explosives, firearms, equipment, and projectiles, 13. , complete it and mail it in with a check or money order for payment of the fee. Deficient filings are deemed abandoned if still pending after 60 days from initial receipt of the filing. Is there a minimum age for officers of a corporation? The declaration that your LLC elects to become a corporation. Additional information and resources can be found at www.stayexempt.irs.gov/Resource-Library. Yes. Ga. The renewal fee is $15, and the mark must still be in use at the time of renewal. Corporations, limited liability companies, and limited partnerships in Georgia are formed by filing with the Corporations Division. For more information, visit this page on the IRS website. If the current wait time is not feasible, the processing of a reinstatement application can be expedited for an additional filing fee. The certificate shall set forth: (1) The name and jurisdiction of organization of the entity making the election; (2) That the entity elects to become a limited liability company; (3) The effective date, or the effective date and time, of such election if later than the date and time the certificate of conversion is filed; Articles of Incorporation in compliance with O.C.G.A. Knitted, netted, and textile fabrics and substitutes thereof, 44. Georgia GP 1. The annual registration or amended annual registration may be filed or changed, . However, filing for the name reservation first may save you time and money, and could reduce the processing time for your application. No. You may contact that office at (877) 476-0778. If documents are corrected and returned within 30 days of the date of the Deficient Document Filing Notice, they will be deemed filed as of the date originally received. 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Who must sign the articles of merger or certificate of merger? 14-2-202. A corporation or LLC that is administratively dissolved may apply for reinstatement within 5 years of the date of the administrative dissolution by filing an application for reinstatement. WebThe certificate shall set forth: (1) The name and jurisdiction of organization of the entity making the election; (2) That the entity elects to become a corporation; (3) The effective date, or the effective date and time, of such conversion if later than the date and time the certificate of conversion is filed; What are the benefits of me paying the fee to reinstate, shouldn't I just start over as a new entity? Can name availability be obtained or confirmed by calling the Corporations Division? Please see the fee schedule to review the fee for filing an annual registration or amended annual registration. hbbd``b`:$V "AA,>qD@$qA$ Aj|LKAJI#3` ;8 WebTo convert your Georgia corporation to a Georgia LLC, you need to: have your corporation's board of directors adopt a plan of conversion get the corporation's shareholders to approve the plan of conversion; and file a certificate of conversion and articles of organization with the Secretary of State.