Georgia LLC domestication is handled under the state’s conversion statute, O.C.G.A. 14-11-212, which lets a foreign LLC become a Georgia LLC by filing a certificate of conversion and articles of organization with the Secretary of State.1Justia. Georgia Code 14-11-212 – Conversion to Limited Liability Company The LLC keeps its legal identity, its EIN in most cases, and its contracts, property, and debts; only its governing law changes.
Georgia Calls It Conversion, Not Domestication
About half the states label this process “domestication.” Georgia uses “conversion.” The practical result is the same, but the vocabulary matters when you’re hunting for forms: searching the Georgia Secretary of State’s website for domestication turns up nothing useful. Georgia also does not publish a preprinted certificate of conversion, so you or your attorney will draft the document from scratch using the statutory requirements.
Check Your Current State First
Not every state permits an LLC to convert out. If your current state has no conversion or domestication statute, you cannot use Georgia’s process to pull the entity across. The alternative path is to register the LLC as a foreign entity in Georgia, form a new Georgia LLC, transfer assets to it, and dissolve the original. That route is more complicated and can trigger tax consequences a true conversion avoids, so confirm your departure state’s rules before you spend time on Georgia paperwork.
Your LLC also has to be in good standing in its home state. Most states will not release an entity that owes taxes or fees, and Georgia can reject the filing if the departure state has not cleared the LLC to leave.
What You File With Georgia
Two documents go to the Secretary of State together: the certificate of conversion and articles of organization that meet Georgia’s formation rules under O.C.G.A. 14-11-204.
Under O.C.G.A. 14-11-212(b), the certificate of conversion must contain:1Justia. Georgia Code 14-11-212 – Conversion to Limited Liability Company
- The LLC’s current legal name and the state where it was originally formed.
- A statement that the entity elects to become a Georgia limited liability company.
- A later effective date if you want one; otherwise the conversion takes effect when the Secretary of State files the certificate.
- Confirmation that the conversion was approved by all members, or by whatever method your operating agreement or your original state’s law requires.
- A statement that Georgia-compliant articles of organization are filed with the certificate.
- Either an explanation of how existing membership interests convert into interests in the new Georgia LLC, or a statement that a written operating agreement governing the conversion takes effect immediately upon the conversion.
The accompanying articles of organization must give the LLC a name that satisfies Georgia’s naming rules and must list a Georgia registered agent and registered office address.
Registered Agent and Office
Georgia requires every LLC to continuously maintain a registered agent and a registered office inside the state. The agent accepts legal papers on the LLC’s behalf and must be one of the following:2Justia. Georgia Code 14-11-209 – Registered Office and Registered Agent for Service of Process
- An individual who lives in Georgia.
- A Georgia corporation or LLC.
- A foreign corporation or foreign LLC with a certificate of authority to do business in Georgia.
The registered office address has to be a physical Georgia street address, not a P.O. box, and it must match the agent’s business address. If you don’t have your own Georgia location, a commercial registered agent service generally costs between $35 and $350 per year.
Name Availability
Before you file, confirm the LLC’s existing name is available in Georgia. If another entity already has it, you’ll need to pick a different name for the Georgia LLC. You can reserve an available name for 30 days for $25 online or $35 by mail, and the fee is nonrefundable.3Georgia.gov. Reserve a Business Name with Georgia Secretary of State If you need more time, you can file again for another 30-day window.
What It Costs
The articles of organization filing fee is $100 plus a $10 service charge, for a total of $110. Georgia does not list a separate published fee specifically for the certificate of conversion in its standard fee schedule. Add the optional name reservation fee, any expedited processing you choose, and attorney fees if you hire counsel to draft the certificate of conversion, since Georgia provides no template for that document.
What Survives the Conversion
Georgia law treats the conversion as a continuation of the same entity, not a dissolution and reformation.1Justia. Georgia Code 14-11-212 – Conversion to Limited Liability Company Property, contract rights, and debts owed to the LLC vest automatically in the Georgia LLC without any separate transfer or deed. Real estate titles are not impaired. Existing lawsuits continue as if nothing changed. Creditor rights and liens remain fully in place.
That continuity cuts both ways. The Georgia LLC inherits every liability and obligation the original entity carried. Conversion changes your governing law; it does not shed anything.
On the federal side, converting the state of organization generally does not change the LLC’s tax classification. A partnership stays a partnership; a disregarded entity stays disregarded. The IRS requires a new Employer Identification Number when ownership or structure changes, but not for a simple name or address change.4Internal Revenue Service. Get an Employer Identification Number Because a statutory conversion preserves the same legal entity, most converted LLCs keep the EIN they already have. If your conversion also involves a change in the number of members or in tax election, check the IRS guidance or ask a tax professional whether a new EIN is required.
After the Filing Is Accepted
Close Out the Old State
Once the Georgia conversion takes effect, formally withdraw or cancel the LLC’s registration in the departure state. Some states handle this automatically as part of the conversion; many do not. If you leave the old registration open, you’ll keep accruing annual reports, franchise taxes, and penalties in a state where the LLC no longer operates. Contact that state’s Secretary of State office for its specific withdrawal procedure and any final tax clearance it requires.
Georgia Annual Registration
Every Georgia LLC files an annual registration with the Secretary of State. The fee is $60, and the deadline is April 1 each year.5Georgia Secretary of State. How to Guide – File Annual Registration The registration confirms the LLC’s current registered agent, registered office, and principal office mailing address. Filing online through Georgia’s eCorp portal processes immediately with no expedite fee.
Missing April 1 triggers a $25 late penalty.6Georgia Secretary of State. Corporations Division Filing Fees If you don’t file or don’t pay, Georgia can administratively dissolve the LLC.7Georgia.gov. Renew an LLC A dissolved LLC can apply for reinstatement within five years by filing an application and paying a $260 fee, but operating while dissolved exposes members to personal liability and can block the entity from enforcing contracts.8Georgia Secretary of State. How to Guide – Reinstate an Entity
Georgia Tax Registrations
Register with the Georgia Department of Revenue for any state taxes that apply to the LLC, such as income tax withholding if you have employees or sales tax collection if you sell taxable goods or services. Georgia’s state sales and use tax rate is 4%, with local jurisdictions adding their own on top, so the combined rate depends on each delivery location.
If the LLC has employees in Georgia, also register with the Georgia Department of Labor for unemployment insurance tax. New employers get a 2.7% rate for the first three years, after which the rate adjusts based on claims history.9Georgia.gov. Register a Business with Georgia Department of Labor You’ll need the federal EIN, business structure details, employee count, and payroll dates to complete that registration.