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Georgia Corporation Registered Agent

What Is a Registered Agent for a Georgia Corporation?

A registered agent is the individual or business entity that a Georgia corporation appoints to accept service of process, official communications from the state, and formal legal demands directed at the corporation. Under O.C.G.A. § 14-2-501, every Georgia corporation must continuously maintain a registered agent and a registered office in the state. The registered agent serves as the corporation’s single, designated point of contact for all formal legal communications — lawsuits, subpoenas, Secretary of State notices, and tax correspondence. The role is strictly statutory; it does not extend to managing the corporation’s business, holding a corporate office, or negotiating on the corporation’s behalf in any commercial capacity. The position exists entirely apart from those of the corporation’s officers, directors, and shareholders.

The Business Division FAQ describes the registered agent as “the person or entity located in this state designated by the entity to receive any service of process, documents, or other official communication on its behalf.” When the agent receives any process, notice, or demand, it must promptly forward that communication to the corporation. Georgia requires the registered agent’s business office to be at the same physical street address as the registered office, and the agent must be reachable at that address during normal business hours.

Is a Registered Agent Required for a Georgia Corporation?

Every corporation that forms in Georgia or obtains authority to transact business in the state must designate and maintain a registered agent at all times. The obligation begins on the date the articles of incorporation are filed with the Corporations Division of the Georgia Secretary of State and runs without interruption until the corporation is dissolved, withdrawn, or otherwise terminated. O.C.G.A. § 14-2-501 requires each corporation to “continuously maintain” both a registered office and a registered agent, and the parallel provision for nonprofit corporations appears in O.C.G.A. § 14-3-501. Being without a registered agent or registered office for 60 days or more is a standalone ground for administrative dissolution of a domestic entity or revocation of a foreign entity’s certificate of authority.

The requirement applies to every corporation type recognized under Georgia law:

  • Domestic for-profit corporations — formed by filing articles of incorporation accompanied by a Transmittal Form (CD 227)
  • Domestic nonprofit corporations — formed under O.C.G.A. Title 14, Chapter 3, with identical agent and office obligations under O.C.G.A. § 14-3-501
  • Domestic professional corporations — organized under O.C.G.A. Chapter 14-7 but filed through the general business corporation provisions of Chapter 14-2, carrying the same agent requirements
  • Foreign corporations — those authorized to transact business in Georgia under a certificate of authority, with the agent mandate set out in O.C.G.A. § 14-2-1507

Who May Serve as a Registered Agent for a Georgia Corporation?

The registered agent for a Georgia corporation must be either a Georgia resident individual or a qualified business entity — but may never be the corporation itself. The Business Division FAQ states plainly that “an entity cannot be its own registered agent.” O.C.G.A. § 14-2-501 identifies three classes of eligible agents: a person who resides in Georgia and whose business office is identical with the registered office; a domestic corporation or nonprofit domestic corporation whose business office is identical with the registered office; or a foreign corporation or nonprofit foreign corporation authorized to transact business in Georgia whose business office is identical with the registered office. O.C.G.A. § 14-2-1507, governing foreign corporations, mirrors this structure. The agent need not be a shareholder, officer, or director of the corporation — many businesses retain an attorney or a professional registered agent service.

Option A — An Organization: A domestic or foreign corporation, a domestic or foreign nonprofit corporation, or a limited liability company may act as registered agent for a Georgia corporation. The entity must be authorized to conduct business in Georgia, and its business office must share the same street address as the registered office. The entity may not serve as an agent for itself.

Option B — An Individual: Any individual who resides in Georgia may serve, so long as their business office is at the same physical address as the registered office. Officers, directors, and employees of the corporation are eligible in their individual capacity. Georgia does not require a separate consent form to be filed with the Secretary of State, but the individual must agree to the appointment, and the corporation must list the agent’s name, street address, and county in its articles of incorporation.

The table below summarizes the registered office standards that apply to every registered agent appointment.

Requirement Permissible Not Permissible
Address type Physical street address in Georgia P.O. Box or mail drop
Service accessibility Personal service during normal business hours Solely a mailbox or telephone answering service
Commercial address use Permitted if the agent is located at the address A virtual office where the agent is not physically present
Location Anywhere in Georgia Outside Georgia

Note: The articles of incorporation must include the county of the registered office along with the street address. Georgia’s filing system treats the county designation as a required field for the initial registered office.

How to Designate a Registered Agent on Your Georgia Certificate of Formation

The registered agent and registered office are designated on the articles of incorporation at the time the corporation is formed. Under O.C.G.A. § 14-2-202, the articles must include “the street address and county of the corporation’s initial registered office and the name of its initial registered agent at that office.” This requirement applies identically to for-profit corporations, nonprofit corporations, and professional corporations. The named agent must have consented to the appointment before the articles are signed and submitted, though Georgia does not prescribe a separate consent form filed with the Corporations Division.

  1. Select a qualified registered agent — a Georgia resident individual or an authorized business entity with a physical office in the state.
  2. Obtain the agent’s agreement to serve before completing the articles of incorporation.
  3. Enter the agent’s full legal name, the physical street address and county of the registered office, and the agent’s business address on the articles of incorporation.
  4. Complete the Transmittal Form (CD 227) for a domestic corporation, which accompanies the articles and captures registered agent data along with initial annual registration information.
  5. Submit the formation package online through the Georgia Corporations Division online services portal or by mail to the Office of the Secretary of State, Corporations Division, 2 Martin Luther King Jr. Dr. SE, Suite 313 West Tower, Atlanta, Georgia 30334.
  6. Pay the filing fee.

The following table shows formation fees by corporation type.

Corporation Type Form Online Fee Paper Fee
Domestic for-profit corporation Articles of Incorporation + CD 227 $105 ($100 + $5 service charge) $110 ($100 + $10 service charge)
Domestic nonprofit corporation Articles of Incorporation (Chapter 14-3) $105 $110
Domestic professional corporation Articles of Incorporation (Chapter 14-2, with Chapter 14-7 election) $105 $110
Foreign corporation — certificate of authority Certificate of Authority (CD 236) $235 ($225 + $10 service charge) $235 ($225 + $10 service charge)
Foreign professional corporation — certificate of authority Certificate of Authority for Professional Corporation (CD 238) $235 $235

Note: Online filings are generally processed within 7 to 10 business days. Paper filings are generally processed within 15 business days. Expedited processing is available: two-business-day service costs an additional $120, and same-day service (received before noon) costs an additional $275. Same-day service is also available for paper filings at $1,200 for a one-hour turnaround.

Registered Agent Requirements for Professional Corporations in Georgia

A professional corporation in Georgia follows the same registered agent rules as a standard for-profit corporation. Under O.C.G.A. § 14-7-3, a professional corporation is organized under Chapter 14-2 of the Georgia Code and “shall pay the fees and costs prescribed therein.” The agent eligibility standards, registered-office rules, formation filing procedure, and fees for a professional corporation are identical to those of any other for-profit corporation. The characteristics that set a professional corporation apart relate exclusively to ownership and governance — not to the registered agent requirement.

O.C.G.A. § 14-7-3 allows only persons “licensed to practice a profession in this state” to form a professional corporation. The articles of incorporation must state that the corporation’s purpose is to practice the named profession and that the corporation elects to be governed by Chapter 14-7. Under O.C.G.A. § 14-7-5, shares may only be “issued to, held by, or transferred to a person who is licensed to practice the profession for which the corporation is organized” and who is actively engaged in that practice as a member of the issuing corporation. These share and governance restrictions are the only material points of departure from the general business corporation statute.

Requirement Standard For-Profit Corporation Professional Corporation
Registered agent eligibility O.C.G.A. § 14-2-501 O.C.G.A. § 14-2-501 (identical)
Registered office requirements Physical Georgia street address Physical Georgia street address (identical)
A corporation cannot be its own agent Yes Yes
Shareholder eligibility No professional license required Must hold a license in the same profession (O.C.G.A. § 14-7-5)
Formation form Articles of Incorporation + CD 227 Articles of Incorporation + CD 227 (with Chapter 14-7 election)
Formation filing fee $100 (+ service charge) $100 (+ service charge) — identical

The Registered Agent’s Role in Corporate Governance and Legal Proceedings

The registered agent occupies a distinct, statutorily defined position within the governance structure of a Georgia corporation, separate from the duties assigned to officers, directors, and shareholders. Its function is limited to receiving and forwarding formal legal communications, but that function carries significant practical consequences for the corporation’s ability to respond to lawsuits and maintain good standing with the state.

Primary Role — Designated Agent for Service of Process. Under O.C.G.A. § 14-2-504, “a corporation’s registered agent is the corporation’s agent for service of process, notice, or demand required or permitted by law to be served on the corporation.” Delivery of a summons and complaint to the registered agent at the registered office constitutes valid service on the corporation itself, starting the corporation’s deadline to file a responsive pleading. This makes the registered agent the front line of the corporation’s legal exposure; missing a delivery can result in a default judgment.

Alternative Service When the Agent Is Unavailable. When a corporation “has no registered agent or the agent cannot with reasonable diligence be served,” O.C.G.A. § 14-2-504(b) authorizes service by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office. Service under this provision is perfected at the earliest of three events: the date the corporation receives the mail, the date shown on the return receipt if signed on behalf of the corporation, or five days after deposit in the mail as evidenced by the postmark. This statutory backstop means that losing a registered agent does not make the corporation immune from suit — it simply shifts service to a less reliable channel and increases the risk that the corporation will not learn of pending litigation in time to respond.

Governance Implications. The board of directors and officers bear responsibility for ensuring that a qualified registered agent is maintained without interruption. Any change in the agent or the registered office must be reported to the Secretary of State by filing an annual registration or an amended annual registration. A lapse of 60 days or more triggers grounds for administrative dissolution under O.C.G.A. § 14-2-1420.

Registered Agent Information in Corporate Bylaws

Georgia does not require a corporation to identify the registered agent or registered office in its bylaws. Under O.C.G.A. § 14-2-206, bylaws “may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.” This language grants broad discretion over bylaw content but imposes no mandate to include registered agent details. The Business Division FAQ confirms that bylaws “are maintained by the corporation” and are not filed with the Secretary of State.

The official designation of the registered agent appears in the articles of incorporation filed with the Corporations Division. Subsequent updates are accomplished by filing an annual registration or an amended annual registration — not by modifying the bylaws. Amending the bylaws has no effect on the agent designation as it appears in the Secretary of State’s records.

A corporation may nonetheless choose to reference the registered agent in its bylaws for internal governance purposes, including providing directors and officers with a centralized reference to the current agent’s identity, establishing an internal notification procedure when the agent or office changes, and documenting the process for appointing a replacement agent if the current agent resigns.

What Happens to a Georgia Corporation Without a Registered Agent?

A Georgia corporation that fails to maintain a registered agent and registered office faces administrative dissolution or revocation of its authority to conduct business in the state. Under O.C.G.A. § 14-2-1420, the Secretary of State may begin dissolution proceedings if “the corporation is without a registered agent or registered office in this state for 60 days or more.” The process begins with a written notice mailed to the corporation at the last known address of its principal office or to the registered agent. If the corporation does not correct the deficiency within 60 days of notice, the Secretary of State signs a certificate of dissolution, and the corporation’s active status is terminated. For nonprofit corporations, the parallel provision is O.C.G.A. § 14-3-1420. For foreign corporations, O.C.G.A. § 14-2-1530 provides equivalent grounds for revocation of the certificate of authority.

Importantly, “the administrative dissolution of a corporation does not terminate the authority of its registered agent,” meaning the agent remains a valid point for service of process even after the corporation has been dissolved.

The following table summarizes the consequences of non-compliance.

Consequence Authority
Administrative dissolution of a domestic for-profit corporation O.C.G.A. § 14-2-1420 / § 14-2-1421
Administrative dissolution of a domestic nonprofit corporation O.C.G.A. § 14-3-1420 / § 14-3-1421
Revocation of a foreign corporation’s certificate of authority O.C.G.A. § 14-2-1530
A corporation may carry on only winding-up business O.C.G.A. § 14-2-1421(c)
Alternative service by certified mail to the corporate secretary O.C.G.A. § 14-2-504(b)
$500 civil penalty for a foreign corporation transacting without authority O.C.G.A. § 14-2-1502 / § 14-2-122

Reinstatement. A domestic corporation that has been administratively dissolved may apply for reinstatement within five years of the effective date of dissolution. Under O.C.G.A. § 14-2-1422, the application must state that the grounds for dissolution no longer exist, include a statement that all taxes owed have been paid, and be accompanied by the reinstatement fee. The application may be filed online through the eCorp portal for $250 or by mail for $260 ($250 + $10 service charge). The reinstatement application form can be printed for paper filing. The application may be signed by the registered agent or by an officer, director, or shareholder as shown in the most recent annual registration. When the reinstatement takes effect, it “relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.” The dissolved corporation’s name is reserved for its exclusive use during the five-year reinstatement window.

Note: Foreign entities cannot be reinstated. A foreign corporation whose certificate of authority has been revoked must re-qualify by filing a new Application for Certificate of Authority (CD 236) and paying the full $225 filing fee (plus applicable service charge).

How to Change a Registered Agent for a Georgia Corporation

A Georgia corporation changes its registered agent by filing an annual registration or an Amended Annual Registration for Corporation (CD 900) with the Corporations Division. Georgia does not provide a standalone change-of-agent form for corporations. Under O.C.G.A. § 14-2-502, the change is accomplished by “delivering to the Secretary of State for filing an amendment to its annual registration” that includes the corporation’s name, the current and new registered agent, and the current and new registered office address. After the change is made, the registered office and the agent’s business office must remain identical. Any registered corporation — domestic or foreign, for-profit, nonprofit, or professional — may use this process.

  1. Obtain the new registered agent’s consent to serve before filing.
  2. Complete the annual registration or Amended Annual Registration (CD 900), entering the new agent’s name and street address in the registered agent section.
  3. Verify that the new registered office street address is identical to the new agent’s business office address.
  4. File the form online through eCorp or by mail to the Corporations Division at 2 Martin Luther King Jr. Dr. SE, Suite 313, West Tower, Atlanta, Georgia 30334.
  5. Pay the applicable filing fee.

The following table shows the fees for changing a registered agent by filing type and corporation type.

Filing Type For-Profit Corporation / PC Nonprofit Corporation
Annual Registration (includes agent change) $60 $40
Amended Annual Registration $30 ($20 + $10 service charge) $30 ($20 + $10 service charge)

The change takes effect when the filing is processed by the Secretary of State.

If a registered agent relocates its own business office, O.C.G.A. § 14-2-502(b) allows the agent to update the address for all corporations it represents by filing a Statement of Change of Address of Registered Office (RA-2). The statutory filing fee under O.C.G.A. § 14-2-122 is $5 per corporation, but not less than $20. This form changes only the address — it cannot be used to replace the registered agent on file.

Note: An agent who wishes to resign may file a statement of resignation with the Secretary of State at no charge. Under O.C.G.A. § 14-2-503, the agency appointment terminates on the earlier of the date the corporation files an amendment designating a new agent or the thirty-first day after the resignation statement was filed.

Georgia Corporation Registered Agent Frequently Asked Questions

Can a Georgia corporation serve as its own registered agent?

No. Georgia requires the registered agent to be a person or entity distinct from the corporation being represented. The Business Division FAQ confirms that “an entity cannot be its own registered agent.” Under O.C.G.A. § 14-2-501, the agent must be either an individual residing in Georgia or a domestic or foreign entity whose business office is at the registered office address. A shareholder, officer, or director of the corporation may serve in their individual capacity, but the corporate entity itself may not fill the role.

Can a sole incorporator of a corporation serve as its registered agent?

Yes. A sole incorporator who resides in Georgia and maintains a business office at the registered office address satisfies the eligibility requirements of O.C.G.A. § 14-2-501. The incorporator’s name will appear in the articles of incorporation as both the incorporator and the initial registered agent, and the street address and county of the registered office will be part of the public filing record maintained by the Corporations Division.

Does a corporation need a registered agent separate from its officers and directors?

No. Any officer, director, or employee of the corporation who resides in Georgia and whose business office is at the registered office address may serve as the corporation’s registered agent. Georgia does not require the agent to be an independent third party. The only prohibition under O.C.G.A. § 14-2-501 is that the corporation itself may not serve as its own agent. Engaging a professional registered agent service is common, but it is not a legal requirement.

Must a registered agent be designated before filing formation documents?

Yes. The registered agent’s name, street address, and county are required fields in the articles of incorporation. Under O.C.G.A. § 14-2-202, the articles must include “the street address and county of the corporation’s initial registered office and the name of its initial registered agent at that office.” The formation package cannot be filed without this information, and the agent must have consented to the appointment before the articles are signed and submitted.

Is the corporation’s registered agent required to be listed in the corporate bylaws?

No. O.C.G.A. § 14-2-206 allows bylaws to address any matter related to managing the business and regulating the affairs of the corporation, but it does not mandate registered agent information. Bylaws are internal governance documents maintained by the corporation and are not filed with the Secretary of State. The official agent designation is recorded in the articles of incorporation and updated through an annual registration or amended annual registration.

Can I change my corporation’s registered agent online?

Yes. A corporation may change its registered agent by filing an annual registration or an amended annual registration through the eCorp online services portal. The annual registration fee is $60 for a for-profit, professional, or benefit corporation and $40 for a nonprofit corporation. An amended annual registration costs $30 regardless of entity type. Online filings are generally processed within 7 to 10 business days.

Do Professional Corporations (PCs) have different registered agent requirements?

No. Under O.C.G.A. § 14-7-3, a professional corporation is organized under the Georgia Business Corporation Code and is subject to the same registered agent eligibility rules, filing procedures, and fees as any other for-profit corporation. The differences between professional corporations and standard for-profit corporations are limited to shareholder eligibility and governance restrictions under O.C.G.A. § 14-7-5 — they do not extend to the registered agent obligation.

Can the same individual or service act as registered agent for multiple Georgia corporations?

Yes. Georgia places no statutory cap on the number of corporations a single agent may represent. This arrangement is standard among professional registered agent companies operating in the state. If an agent representing multiple entities changes its own business address, it may file a single Statement of Change of Address of Registered Office (RA-2) to update the registered office for all represented corporations at once.

What happens if my corporation’s registered agent moves out of Georgia?

The individual no longer meets the residency requirement under O.C.G.A. § 14-2-501, and the corporation must promptly designate a new agent who resides in Georgia or is an entity authorized to transact business in the state. The replacement is made by filing an annual registration or an Amended Annual Registration (CD 900). If the corporation remains without a qualified agent for 60 days or more, the Secretary of State may commence administrative dissolution proceedings under O.C.G.A. § 14-2-1420. If the agent simply moves to a new address within Georgia, the agent may update the address by filing the RA-2 form.

Is there a different registered agent fee for nonprofit corporations changing their agent?

Yes. When a nonprofit corporation changes its registered agent by filing an annual registration, the fee is $40, compared to $60 for a for-profit or professional corporation. If the change is made through an amended annual registration, the fee is $30 regardless of corporation type. These amounts appear on the How to File Annual Registration page of the Georgia Secretary of State’s website. The underlying statutory fees are codified in O.C.G.A. § 14-2-122 (for-profit corporations) and O.C.G.A. § 14-3-122 (nonprofit corporations), with the Secretary of State applying a service charge to each filing.