07 LC 29
2678ER
Senate
Bill 234
By:
Senators Cowsert of the 46th, Meyer von Bremen of the 12th, Adelman of the 42nd,
Smith of the 52nd, Harp of the 29th and others
AS
PASSED SENATE
A
BILL TO BE ENTITLED
AN ACT
AN ACT
To
amend Title 14 of the Official Code of Georgia Annotated, relating to
corporations, partnerships, and associations, so as to provide for the Secretary
of State to collect a filing fee for certificates of conversion filed when a
Georgia corporation, Georgia limited partnership, or Georgia limited liability
company converts to a foreign corporation, foreign limited partnership, or
foreign limited liability company, respectively; to provide that a certificate
of conversion be filed with the Secretary of State to evidence a conversion; to
allow a copy of a certificate of conversion be filed with the clerk of the
superior court in any county in which a converting entity owns property; to
provide for related matters; to repeal conflicting laws; and for other
purposes.
BE
IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA:
SECTION
1.
Title
14 of the Official Code of Georgia Annotated, relating to corporations,
partnerships, and associations, is amended by revising Code Section 14-2-122,
relating to filing fees and penalties, as follows:
"14-2-122.
The
Secretary of State shall collect the following fees and penalties when the
documents described in this Code section are delivered to him or her for
filing:
|
Document
|
Fee
|
|
(1)
Articles of incorporation
|
$
100.00
|
|
(2)
Application for certificate of authority
|
225.00
|
|
(3)
Annual registration
|
30.00
|
|
(4)
Agent´s statement of resignation
|
No
fee
|
|
(5)
Certificate of judicial dissolution
|
No
fee
|
|
(6)
Application for reservation of a corporate name
|
25.00
|
|
(7)
Civil penalty for a foreign corporation transacting business in this
state
without a certificate of authority
|
500.00
|
|
(8)
Statement of change of address of registered agent...$5.00 per corporation but
not less than
|
20.00
|
|
(9)
Application for reinstatement
|
100.00
|
|
(10)
Certificate of
conversion
|
95.00
|
|
(11)
Any other document required or permitted to be filed by this
chapter
|
20.00"
|
SECTION
2.
Said
title is further amended by revising Code Section 14-2-1109.3, relating to
conversion to foreign limited liability company, foreign limited partnership, or
foreign corporation, by adding a new subsections to read as
follows:
"(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 entity to which the corporation shall be
converted;
(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;
(4)
A statement that the plan of conversion has been adopted as required by
subsection (c) of this Code section;
(5)
A statement that the authority of its registered agent to accept service on its
behalf is revoked as of the effective time of such conversion and that the
Secretary of State is irrevocably appointed as the agent for service of process
on the resulting entity in any proceeding to enforce an obligation of the
corporation arising prior to the effective time of such conversion;
(6)
A mailing address to which a copy of any process served on the Secretary of
State under paragraph (5) of this subsection may be mailed as provided in
subsection (j) of this Code section; and
(7)
A statement that the Secretary of State shall be notified of any change in the
resulting entity´s mailing address.
(j)
Upon the conversion´s taking effect, the resulting entity is deemed to
appoint the Secretary of State as its agent for service of process in a
proceeding to enforce any of its obligations arising prior to the effective time
of such conversion. Any party that serves process upon the Secretary of State
in accordance with this subsection also shall mail a copy of the process to the
chief executive officer, chief financial officer, or the secretary of the
resulting entity, or a person holding a comparable position, at the mailing
address provided in subsection (i) of this Code section.
(k)
A converting corporation pursuant to this Code section may file a copy of its
certificate of conversion, certified by the Secretary of State, in the office of
the clerk of the superior court of the county where any real property owned by
such corporation is located and record such certified copy of the certificate of
conversion in the books kept by such clerk for recordation of deeds in such
county with the corporation indexed as the grantor and the foreign entity
indexed as the grantee. No real estate transfer tax otherwise required by Code
Section 48-6-1 shall be due with respect to recordation of such certificate of
conversion."
SECTION
3.
Said
title is further amended by revising Code Section 14-9-206.8, relating to
conversion to foreign limited liability company, foreign limited partnership, or
foreign corporation, by adding a new subsections to read as
follows:
"(g)
After a plan of conversion is approved by the partners, the limited partnership
shall deliver to the Secretary of State for filing a certificate of conversion
setting forth:
(1)
The name of the limited partnership;
(2)
The name and jurisdiction of the entity to which the limited partnership shall
be converted;
(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;
(4)
A statement that the plan of conversion has been approved as required by
subsection (c) of this Code section;
(5)
A statement that the authority of its registered agent to accept service on its
behalf is revoked as of the effective time of such conversion and that the
Secretary of State is irrevocably appointed as the agent for service of process
on the resulting entity in any proceeding to enforce an obligation of the
limited partnership arising prior to the effective time of such
conversion;
(6)
A mailing address to which a copy of any process served on the Secretary of
State under paragraph (5) of this subsection may be mailed as provided in
subection (h) of this Code section; and
(7)
A statement that the Secretary of State shall be notified of any change in the
resulting entity´s mailing address.
(h)
Upon the conversion´s taking effect, the resulting entity is deemed to
appoint the Secretary of State as its agent for service of process in a
proceeding to enforce any of its obligations arising prior to the effective time
of such conversion. Any party that serves process upon the Secretary of State
in accordance with this subsection also shall mail a copy of the process to the
chief executive officer, chief financial officer, or the secretary of the
resulting entity, or a person holding a comparable position, at the mailing
address provided in subsection (g) of this Code section.
(i)
A converting limited partnership pursuant to this Code section may file a copy
of its certificate of conversion, certified by the Secretary of State, in the
office of the clerk of the superior court of the county where any real property
owned by such limited partnership is located and record such certified copy of
the certificate of conversion in the books kept by such clerk for recordation of
deeds in such county with the limited partnership indexed as the grantor and the
foreign entity indexed as the grantee. No real estate transfer tax otherwise
required by Code Section 48-6-1 shall be due with respect to recordation of such
certificate of conversion."
SECTION
4.
Said
title is further amended by revising Code Section 14-9-1101, relating to fees,
as follows:
"14-9-1101.
The
Secretary of State shall charge and collect for:
|
(1)
Filing a certificate of limited partnership
|
$
100.00
|
|
(2)
Filing a registration of a foreign limited partnership
|
225.00
|
|
(3)
Filing an annual registration
|
30.00
|
|
(4)
Agent´s statement of resignation
|
No
fee
|
|
(5)
Statement of change of address of registered agent or registered office... $5.00
per limited partnership but not less than
|
20.00
|
|
(6)
Filing of an amendment to a certificate of limited partnership for the purpose
of becoming a limited liability partnership
|
100.00
|
|
(7)
Certificate of election to become a limited partnership
|
80.00
|
|
(8)
Filing any other document required or permitted pursuant to this
chapter
(8)
Certificate of conversion
|
20.00
95.00
|
|
(9)
Application for reservation of a name
|
25.00
|
|
(10)
Filing any other document required or permitted pursuant to this
chapter
|
20.00"
|
SECTION
5.
Said
title is further amended by revising Code Section 14-11-906, relating to
election by a limited liability company to become a foreign limited liability
company, a foreign limited partnership, or a foreign corporation and certificate
of authority, so as to add new subsections to read as follows:
"(g)
After a plan of conversion is approved by the members, the limited liability
company shall deliver to the Secretary of State for filing a certificate of
conversion setting forth:
(1)
The name of the limited liability company;
(2)
The name and jurisdiction of the entity to which the limited liability company
shall be converted;
(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;
(4)
A statement that the plan of conversion has been approved as required by
subsection (c) of this Code section;
(5)
A statement that the authority of its registered agent to accept service on its
behalf is revoked as of the effective time of such conversion and that the
Secretary of State is irrevocably appointed as the agent for service of process
on the resulting entity in any proceeding to enforce an obligation of the
limited liability company arising prior to the effective time of such
conversion, including the rights, if any, of dissenting members;
(6)
A mailing address to which a copy of any process served on the Secretary of
State under paragraph (5) of this subsection may be mailed; and
(7)
A statement that the Secretary of State shall be notified of any change in the
resulting entity´s mailing address.
(h)
Upon the conversion´s taking effect, the resulting entity is
deemed:
(1)
To appoint the Secretary of State as its agent for service of process in a
proceeding to enforce any of its obligations arising prior to the effective time
of such conversion, including the rights, if any, of dissenting members;
and
(2)
To agree that it will promptly pay to any dissenting members the amount, if any,
to which such member is entitled under Article 10 of this chapter.
(i)
A converting limited liability company pursuant to this Code section may file a
copy of its certificate of conversion, certified by the Secretary of State, in
the office of the clerk of the superior court of the county where any real
property owned by such limited liability company is located and record such
certified copy of the certificate of conversion in the books kept by such clerk
for recordation of deeds in such county with the limited liability company
indexed as the grantor and the foreign entity indexed as the grantee. No real
estate transfer tax otherwise required by Code Section 48-6-1 shall be due with
respect to recordation of such certificate of conversion."
SECTION
6.
Said
title is further amended by revising subsection (a) of Code Section 14-11-1101,
relating to filing fees and penalties, as follows:
"(a)
The Secretary of State shall collect the following fees when the documents
described below are delivered to the Secretary of State for filing pursuant to
this chapter:
Document
Fee
|
(1)
Articles of organization
|
$
100.00
|
|
(2)
Articles of amendment
|
20.00
|
|
(3)
Articles of merger
|
20.00
|
|
(4)
Certificate of election under Code Section 14-11-212 (together with articles of
organization)
|
95.00
|
|
(5)
Application for certificate of authority to transact business
|
225.00
|
|
(6)
Statement of commencement of winding up
|
20.00
|
|
(7)
Certificate of termination
|
20.00
|
|
(8)
Articles of correction
|
20.00
|
|
(9)
Application for reservation of a name
|
25.00
|
|
(10)
Statement of change of registered office or registered agent...$5.00 per limited
liability company (foreign or domestic), but not less than
|
20.00
|
|
(11)
Registered agent´s statement of resignation pursuant to subsection (d) of
Code Section 14-11-209 or subsection (d) of Code Section 14-11-703
|
No
fee
|
|
(12)
Certificate of judicial dissolution
|
No
fee
|
|
(13)
Annual registration (foreign or domestic)
|
30.00
|
|
(14)
Reinstatement fee
|
100.00
|
|
(15)
Any other document required or permitted to be filed by this
chapter
|
20.00
|
|
(16)
Certificate of
conversion
All foreign
entity conversions
|
95.00"
|
SECTION
7.
All
laws and parts of laws in conflict with this Act are repealed.