55 0 obj <>stream WebApplication for Certificate of Authority and pay the filing fee of $225.00.] 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. The filing also confirms that the entity still exists. Although the process of converting is relatively simple, the question of whether your LLC should convert to a corporation can be complex. According to O.C.G.A. Is a foreign corporation, limited partnership (LP), limited liability partnership (LLP), limited liability limited partnership (LLLP) or limited liability company (LLC) required to file with the Georgia Secretary of State? 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 limited partnership; (3) The effective date and time of such election if later than the date and time the certificate of conversion is filed; Any infringement concerns would be taken up privately through the court system. 43 0 obj <>/Filter/FlateDecode/ID[<683FEC416D379F4EBE1E3E0F952CF894>]/Index[22 34]/Info 21 0 R/Length 96/Prev 97834/Root 23 0 R/Size 56/Type/XRef/W[1 2 1]>>stream hTn0E|,[uA)bR}I'fHY}i.0:yLmw)HMkkCR.n8S. Medicines and pharmaceutical preparations, 21. How can I convert one entity type to another? Enter your official identification and contact details. 3. To voluntarily dissolve or terminate, you will need to access the Corporations Division's website at http://www.sos.ga.gov/Corporations/. For profit corporations, the penalty is $500.00; for LLCs, LPs and LLLPs the penalty is $500.00 plus all fees which would have been imposed if the entity registered as required; and for LLPs the penalty is $500.00 for each year or part of year during which it transacted business plus all fees which would have been imposed if the foreign LLP had registered as required. There are no forms for filing a merger in Georgia. Second, registration of a mark might be used as evidence in the event an infringement action is pursued by the registrant. Can the registered agent sign articles of amendment? No. Are trade names registered with the Secretary of State? A drawing page is drawing of the mark on an 8 x 11 white sheet of paper. Georgia The form can only be used to change the name of the corporation. 14-2-840. Yes. One 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. If the status reads active/noncompliance, then the entity will be administrativedissolved or revoked this year. Paper filings submitted by mail or hand-delivery, and paper filings submitted online are generally processed in 15 business days of receipt by the Division. What is the registered agent of an entity? Please see the fee schedule to review the fee for filing an annual registration or amended annual registration. A drawing page should not show additional words or designs that are not part of the mark. Additional name restrictions are posted on our website. The Corporations Division does not provide legal advice. Can I expedite the processing of my application? You may submit the conversion filing online athttps://ecorp.sos.ga.gov/Account. You may file for voluntary dissolution and notice of intent to dissolve electronically using our online services at. The filer can submit either of the two. No. Corporations, limited liability companies, and limited partnerships in Georgia are formed by filing with the Corporations Division. 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. your own amendment if you file using online services at. SEC 2 MLK Jr. Drive The due date is clearly marked on the notice of administrative dissolution. You will need to prepare your own certificate of conversion in compliance with the Georgia Code. (O.C.G.A. By default, the Georgia conversion statute requires approval of the conversion by all LLC members. A notice of intent to dissolve is required only when filing articles of dissolution pursuant to O.C.G.A. WebProcess of Conversion. Names are not distinguishable if the only difference is a, an, or the. Transmittal Information Form for Corporations. Should you wish to file your amendment by mail, you must draft the amendment and mail it in with a check or money order for payment of the fee. Provisions of law beginning at O.C.G.A. WebCERTIFICATE OF CONVERSION VALKYRIE STUDIOS, LLC Conversion. Atlanta, Georgia 30334-1530. Certificates of conversion Domestic corporation or limited liability company; or. Entity Conversion in Georgia 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. Officer changes can be made while filing an Annual Registration. There is no cross-referencing between states, or between federal registrations. If you have been doing business in Georgia over 30 days, you will owe a penalty. 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. Georgia Trademark and Service Mark database. 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. WebHow to complete the Georgia form CD 100 on the internet: To begin the form, use the Fill camp; Sign Online button or tick the preview image of the document. Smokers' articles, not including tobacco products, 9. 0 Georgia A foreign entity is not eligible for reinstatement. No. According to O.C.G.A. 14-2-902. Search for your entity andcheck the status. The Corporations Division cannot confirm name availability via telephone. If I only want to change my business name, do I have to draft my own amendment? Yes. The fee to file online is $250; the fee to file by mail is $260. The registered agent may or may not be an owner, shareholder, or officer of the entity. Once my documents have been filed, will I receive something in the mail? Certificate of Conversion in compliance with O.C.G.A. Conversion If a filer fails Experian identity verification on a second consecutive attempt, then the filer will not be allowed to proceed with the transaction and their eCorp account will be locked. How long does it take to complete a filing with the Corporations Division? . 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; There are several service companies in Georgia that will serve as your registered agent for a yearly fee. WebProcess of Conversion. The option to expedite a reinstatement filing is available by paying the additional expedite fee. Yes. 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. You may file a reinstatement application online at, . If I complete a paper name change amendment form to change the name of my corporation, do I have to also prepare articles of amendment pursuant to the Georgia Code? O.C.G.A.14-2-1502 (profit corporation), 14-3-1502 (nonprofit corporation), 14-8-54 (LLP), 14-9-907 (LP and LLLP), and 14-11-711 (LLC) list the consequences of transacting business without authority. Foreign profit corporation, nonprofit corporation, or limited liability company authorized to transact business in Georgia. Corporations are not required to file amended annual registrations to reflect changes in their officers until the next annual registration. Does your office search the federal register when checking on the availability of marks? Georgia Conversion From a Corporation Georgia Conversion From a LLC I am filing a merger that includes several different entities. All contents of the articles of amendment must be stated within the body of the articles of amendment, somewhere above the signature. GEORGIA You may file for a certificate of authority online by creating an account and registering the foreign entity athttps://ecorp.sos.ga.gov/Account or by mailing a completed paperApplicationfor Certificate of Authority to the Corporations Division of the Secretary of State's office. The filing fee is $200.00 for foreign LLPs, and $225.00 for all other entities. 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; An expired mark registration cannot be renewed or reinstated. Certificate of Conversion Georgia The burden is on the entity to determine whether or not it should file. You may also choose to voluntarily dissolve or terminate the entity; however, an annual registration must be filed and all required fees paid prior to the issuance of a certificate of voluntary dissolution or certificate of termination. How do I change officers of a corporation? Pursuant 00 the provisions of Section 14-2-1109.2 of the GeofgJ9/Lb Business Corporation Code (the "Cdde"), VALKYRIE STUDIOS, LLC, a Georgia limifeQUNT//,lG liability company (the "Company") hereby elects to convert from a Georgia limited liability Name. Can name availability be obtained or confirmed by calling the Corporations Division? You can obtain this annual free credit report at, https://www.experian.com/consumer-products/free-credit-report.html, Details of the various dispute methods are found at this link -, https://www.experian.com/blogs/ask-experian/credit-education/faqs/how-to-dispute-credit-report-information/. Conversion To voluntarily dissolve or terminate, you will need to access the Corporations Division's website at. Yes. Can I reserve the name of an administratively dissolved entity? A mark registration is effective for a term of ten (10) years from the date of registration. What is the next step after the name reservation has been approved? An administratively dissolved corporation or LLC must apply to the Secretary of State for reinstatement within 5 years after the effective date of dissolution. Is a "trademark" the same as a "trade name"? If you wish to avoid administrative dissolution of the entity, thenfile all the necessary annual registration(s) and pay all the appropriate fees. 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 question is complicated, so all entities are encouraged to consult legal counsel. The Name Reservation Request form is available for download here. The filing fee covers all entities that are merging. Transmittal Information Form for Corporations. Plural forms of the same word do not make names distinguishable. If a filer fails Experian identity verification by incorrectly answering the second set of 5 questions, the filer will not be allowed to proceed with the transaction. Share your form instantly You may contact that office at (800) 786-9199 or visit their website at https://www.uspto.gov/. When must an annual registration be filed? The due date is clearly marked on the notice of administrative dissolution. Can I reserve a trademark or service mark before using it? The Professional Licensing Boards Division of the Secretary of States Office provides administrative support to the 42 licensing boards housed with our agency. A limited liability companys articles are amended by filing Articles of Amendment. Processing times will vary depending on office workload. Georgia Officer changes for a corporation can be made while filing an annual registration or an amended annual registration if an annual registration has already been filed in the current calendar year. Certificate Of Conversion Georgia According to O.C.G.A. Upon dissolution, an entity may no longer carry on any business other than to wind up and liquidate its business and affairs. Georgia Georgia Once logged into your online account, select the Submit Paper Filing Online option to proceed with filing an amendment. Georgia What do the "TM" and "SM" designations mean? There is no form for this filing; rather, articles are drafted pursuant to O.C.G.A. Baggage, animal equipment, portfolios, and pocketbooks, 8. Only if the stationery or business cards bearing the mark clearly indicate the services. Electrical apparatus, machines, and supplies, 23. Once logged into your online account, select the Submit Paper Filing Online option to proceed with filing an amendment. These abbreviations are indicators for two different types of filings. WebCERTIFICATE OF CONVERSION VALKYRIE STUDIOS, LLC Conversion. You may file a reinstatement application online athttps://ecorp.sos.ga.gov/Account. may be searched online. Deficient filings are deemed abandoned if still pending after 60 days from initial receipt of the filing. A foreign entity that ceases its operations in Georgia should file an "Application for Withdrawal" pursuant to O.C.G.A. There is an additional $10 service charge if filing in paper format. Georgia $du!bbWvr|8j,o+8n 8.55?cO~D(Bq DKdHa_@!?e$. endstream endobj 23 0 obj <> endobj 24 0 obj <> endobj 25 0 obj <>stream You cannot request or reserve a name for an entity that has been administratively dissolved within the last 5 years. These designations indicate that a person or entity claims rights in a particular trademark or service mark. But, if the same mark is also used in connection with sweatshirts, it might also be registered in class 39, "clothing.". Boyz, Inc. is not distinguishable from Boys, Inc.. This means that information submitted on your documents did not meet the requirements as set forth in the Official Code of Georgia Annotated (O.C.G.A. No. If the entity is a limited liability company or a limited partnership, an adoption date of the amendment is not a requirement. Please refer to the following Georgia Entity Conversion Matrix for converting guidelines for specific entities: Printable Version of Entire Entity Conversion Matrix (PDF). Can I submit my conversion filing online? The fee to file online is $20; the fee to file by mail or hand-delivery is $30. The registered agent is 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. Many names that are issued by the Corporations Division might not be available for use in the marketplace. 14-9-206.8. Proud to be of service to Georgias voters and candidates, the Elections Division of the Secretary of States Office organizes and oversees all election activity, including voter registration, municipal, state, county, and federal elections. 14-2-1109.2. 2. For example, a mark for a soft drink might be registered in class 45, "soft drinks and carbonated water." 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 Should you wish to file your amendment by mail, you must draft the amendment and mail it in with a check or money order for payment of the fee. If the entity does not reinstate within the 5-year period, then another entity may reserve or file under the name. 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. Does the Corporations Division have phone numbers for entities or for their officers or registered agent? The filer will then be presented with 5 questions from Experian designed to confirm the identity of that filer. Individuals must research this question on their own and should consult a lawyer and/or tax professional in making the decision. The fee is not refunded in the event a mark cannot be registered, renewed, assigned, or cancelled. The Georgia Secretary of State oversees voting, tracks annual corporate filings, grants professional licenses, and oversees the state's securities' market. WebConverting an LLC to a Georgia corporation requires filing three documents with the Georgia Secretary of State: certificate of conversion, articles of incorporation and Data Transmittal Form 227. Hardware and plumbing and steam fitting supplies, 14. What are the benefits of me paying the fee to reinstate, shouldn't I just start over as a new entity? Certificate of Conversion in compliance with O.C.G.A. 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. You may file for a withdrawal using our online services at, or a paper application for Withdrawal may be. an LLC to a Corporation in Georgia Yes. However, a separate application must be filed for each class in which registration of the mark is sought. Articles of Incorporation in compliance with O.C.G.A. Some foreign (out-of-state) entities which do business in Georgia also must file with the Corporations Division. Who is authorized to sign articles of amendment? Is there a minimum age for officers of a corporation? Conversion Same Day Expedited Service: Review of filing completed and a response sent same business day costs an additional $250. The entity must be current on all annual registrations due. Georgia Conversion From a Corporation Georgia Conversion From a LLC If you would like to continue operating as a business and want to avoid being administratively dissolved or revoked, you may complete the annual registration within 60 days of date of the Notice of Administrative Dissolution. For services, applicant may use the mark on business cards, flyers, brochures, newspaper advertisements, signs, menus, or other forms of advertisement. Only one. 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. Once logged into your online account, select the Submit Paper Filing Online option to proceed with filing an amendment. 14-2-1401 (profit corporation) or 14-3-1401 (nonprofit corporation), do I need to file a notice of intent to dissolve? You may contact that office at (800) 786-9199 or visit their website at. WebHow to complete the Georgia form CD 100 on the internet: To begin the form, use the Fill camp; Sign Online button or tick the preview image of the document. The filing fee is $200.00 for foreign LLPs, and $225.00 for all other entities. (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. If the mark is still in use in Georgia, it can be renewed for subsequent ten (10) year terms. %%EOF Add your legally-binding signature Draw or type your signature, upload a signature image, or capture it with your digital camera. A mark cannot be registered unless and until goods or services identified by the mark have actually been sold or offered. The certificate of termination must be signed by a member, manager, organizer, or attorney in fact. Some foreign (out-of-state) entities which do business in Georgia also Entity addresses can be changed by filing an annual registration.