How to Move an LLC to Georgia

There are many reasons why a business owner may want to move an LLC to Georgia. This article discusses the use of conversion, known in some states as LLC domestication, to transfer an LLC to Georgia.

What is Georgia LLC Conversion?

Georgia conversion is a legal procedure that formally transfers an out-of-state LLC to Georgia.¹ An out-of-state LLC that completes a Georgia LLC conversion changes its state of organization to Georgia. After the conversion, it is a Georgia LLC governed by the Georgia Limited Liability Company Act.² The LLC is otherwise the same company and is still considered to have begun its existence on its original date of formation.³

Some states use the name domestication for the statutory process that changes an LLC’s state of organization—also called its domicile. Those states use the term conversion for a transaction that changes a business’s entity type—for example, conversion of an LLC to a corporation. Georgia has one statutory process that can accomplish either goal. So, a Georgia LLC could use the conversion process to become an out-of-state LLC or to become a Georgia corporation.⁴

Why Transfer an LLC to Georgia?

Business owners who move to a new state often want to bring their businesses with them. The Georgia LLC conversion process provides a simple way to officially relocate a business to Georgia. There are several reasons why a business owner might want to convert to a Georgia LLC.

• Convenience. Recent estimates pegged Georgia as the fifth fastest growing state in the U.S. Business owners who move to Georgia may find that it is more convenient for the business to be governed by Georgia law. Consistency between the owners’ home state and the business’s domicile avoids confusion and can simplify communications with state agencies.
• Legal and regulatory structure. Business groups consider Georgia a business-friendly state due to its relatively straightforward legal and regulatory systems. Conversion to Georgia may be a sound business decision if Georgia law is a better fit for the business or the owners’ management plan. Georgia also offers a variety of tax credits and programs that may help a small business grow.
• Tax savings. A state can tax an LLC only if there is a sufficient connection—or taxable nexus—between the LLC and the state. An out-of-state LLC that completes a Georgia LLC conversion will not be taxed by its former state if there is no longer a sufficient connection. Thus, the conversion may result in the business paying less taxes. Further, Georgia has lower personal income tax rates than many other states, so formal relocation to Georgia may also reduce the owners’ tax bills.
• Reduced reporting. A company that is domiciled in one state and primarily does business in another typically has to file annual reports in both states. An out-of-state LLC that does most of its business in Georgia may be able to reduce its reporting requirements if it converts to a Georgia LLC. Georgia’s annual registration fee for LLCs is only $50.00, so moving to Georgia may save filing fees, too.
• Professional networking. Business owners often need to hire professionals—such as accountants or lawyers—to do work for the business. A Georgia resident is more likely to find local professionals who are familiar with Georgia law. Working with nearby professionals allows for face-to-face meetings and networking opportunities for owners.

What are the Benefits of Georgia LLC Conversion?

A Georgia LLC conversion is almost always the simplest and most cost-effective method for moving an out-of-state LLC to Georgia. The conversion process offers several key benefits that streamline the process.

• The company continues its same identity. Conversion turns the out-of-state LLC into a Georgia LLC, but the company is still the same entity.⁵ It still uses the same Employer Identification Number (EIN) after conversion and is the same “person” for tax purposes. Keeping the same identity avoids confusion and reduces the chance of administrative errors.
• Day-to-day operations continue. Conversion does not disrupt the LLC’s business operations. The company remains open for business and can continue to bring in revenue throughout the conversion process. There is also no disruption to employment relationships, so the LLC need not lay off and rehire employees.
• There is no need for asset transfers or new bank accounts. The LLC owns all the same assets before, during, and after conversion.⁶ Deeds and asset assignments are unnecessary, and the company can keep its same bank accounts (unless the owners want to change accounts).
• Business contracts are not affected. All the company’s contracts stay in place through the conversion.⁷ The LLC can continue its existing relationships without renegotiating and signing new contracts.
• Dissolution is unnecessary. A Georgia LLC conversion does not involve dissolution or winding up of the LLC.⁸ Owners avoid the inconvenience and high costs of the dissolution process.
• Registration as a foreign LLC is unnecessary. The LLC can register in the original state as an out-of-state (or foreign) LLC if it will continue doing business there. If the LLC will not do business in the original state, registration as a foreign LLC is not required.

What LLCs Can Convert to Georgia LLCs?

The Georgia LLC conversion process is not possible for every out-of-state LLC. An LLC conversion requires filing and compliance with both states—the current state and the new state. An LLC can only convert to Georgia if its current state has a statutory procedure for transferring LLCs to a new domicile. The other state may call the procedure a conversion or a domestication.

An out-of-state LLC should also ensure that its business is lawful in Georgia before starting a conversion. Georgia law generally lets LLCs engage in “any lawful activity.”⁹ If the LLC’s business is unlawful in Georgia, the company should not convert to a Georgia LLC. An out-of-state LLC should also determine what (if any) licenses it will need in Georgia before converting.¹⁰

How Much Does Georgia LLC Conversion Cost?

An out-of-state LLC that converts to Georgia will incur service provider costs, filing fees, and (in some cases) registered agent fees.

• Service provider costs. The service provider an LLC hires to manage the conversion will bill for its work. The work includes organizing the necessary information, drafting the conversion documents, communicating with the business owners and state agencies, and filing the documents. The amount of labor costs varies between providers. Some charge a flat fee, and some charge hourly.
• Filing fees. A converting LLC must pay filing fees to state agencies for filing the documents required for conversion. The Georgia Secretary of State charges $95.00 for the Certificate of Conversion and $100.00 for the Articles of Organization—which means the total filing fees in Georgia will be $195.00. The LLC’s current state will also charge filing fees for the state’s equivalent of the certificate of conversion.
• Registered agent fees. Georgia law requires LLCs to appoint a registered agent with authority to accept service of process for the company.¹¹ A converting LLC that hires a commercial registered agent—a service that charges a fee for serving as a company’s agent—will incur the agent’s fee as part of the conversion process. Although a member or manager can be an LLC’s registered agent (but not the company itself), LLCs often hire commercial registered agents to allow for privacy and consistency.¹² Commercial registered agents typically charge between $50.00 and $100.00 per year in Georgia.

How Long Does Georgia LLC Conversion Take?

LLC conversion is usually a swifter method of changing an LLC’s domicile than alternative approaches. The timeline to complete an LLC conversion depends mostly on the parties’ turnaround time for each step of the process—including the time for:

• Business owners to provide the necessary information to the service provider;
• The service-provider to prepare the conversion documents and provide them to the owners;
• The owners to review and sign the conversion documents;
• State agencies to receive and process filing documents.

The Georgia Secretary of State’s Business Division estimates processing time of about one week for online filings and two weeks for paper filings.

What Laws Govern Georgia LLC Conversion?

An out-of-state LLC that converts to a Georgia LLC must comply with two sets of laws: Georgia law and the current state’s law. Georgia law governs the process and documents filed in Georgia, the conversion’s effective date, and the legal effect of the conversion. The current state’s law decides:

• Whether conversion is possible;
• The content of the written plan of conversion (if required);
• The standard for approving the conversion; and
• The documents that the LLC must file in the current state.

A converting LLC must follow both states’ rules throughout the conversion.

What is the Georgia LLC Conversion Process?

The Georgia LLC conversion process consists of two components: document preparation and administrative tasks.

Document Preparation

The Georgia LLC conversion process includes preparation of multiple documents that declare that the LLC is converting to Georgia and that list the details of the conversion.

• Plan of Conversion. A Plan of Conversion that is designed to comply with the requirements of both Georgia law and the law of the state that the LLC is moving from.
• Georgia Certificate of Conversion. The Georgia Certificate of Conversion with all information and any related documents needed for filing with the Corporations Division of the Secretary of State.
• Conversion Document for Filing in Prior State. Depending on state law, this document may be called articles of domestication, statement of domestication, articles of conversion, certificate of conversion, statement of conversion, certificate of conversion, or a similar term.¹³
• Georgia Articles of Organization. The Georgia Articles of Organization for filing with the Corporations Division of the Secretary of State.
• Georgia Operating Agreement. A state-specific Operating Agreement to properly structure the LLC as a Georgia LLC, provide rules for profit distributions and decision-making, clarify the federal income tax classification, and help provide maximum liability protection.
• Resolution Authorizing Conversion. A resolution approving the transaction and adopting the Georgia organizational documents as the LLC’s governing documents.

Administrative Tasks

An out-of-state LLC that has prepared conversion documents must then complete a series of administrative tasks to officially implement its conversion to a Georgia LLC.

• Conduct preliminary name search. Check the official records of the Corporations Division of the Secretary of State to determine whether the LLC’s name is available in Georgia. (If the name is unavailable, a slight name change may be required to complete the conversion.)
• Obtain signatures on the Certificate of Conversion. The Certificate of Conversion must be signed by the required parties. The Corporations Division of the Secretary of State allows the Certificate of Conversion to be e-signed.
• Obtain signatures on the Articles of Organization. The Articles of Organization must be signed by the required parties. The Corporations Division of the Secretary of State allows the Articles of Organization to be e-signed.
• File the Certificate of Conversion. File the Certificate of Conversion with the Corporations Division of the Secretary of State. The Corporations Division of the Secretary of State allows the Certificate of Conversion to be e-filed.
• File the Articles of Organization. File the Articles of Organization with the Corporations Division of the Secretary of State. The Corporations Division of the Secretary of State allows the Articles of Organization to be e-filed.
• File conversion documents with prior state. File the conversion documents with the Secretary of State or equivalent agency for the state that the LLC is moving from.

What is the Legal Effect of Georgia LLC Conversion?

The Georgia LLC conversion process lets an out-of-state LLC move to Georgia with minimal interruption to the business’s operations. A completed conversion has the following legal effects on an LLC.

• Company existence. The LLC continues to exist and is for all purposes the same entity before and after the conversion.¹⁴ Conversion does not result in dissolution of the company.¹⁵ The Georgia LLC’s formation date—the date it came into existence—is the date it was created in the original state.¹⁶
• Governance. An LLC that completes a conversion to Georgia becomes a Georgia LLC.¹⁷ From the effective date of the conversion, the company is governed by the Georgia Limited Liability Company Act.¹⁸ Its new Georgia articles of organization and operating agreement (if created) are effective and binding on the company and its members.¹⁹
• Company assets. The Georgia LLC owns all the same property that the out-of-state LLC owned before the conversion.²⁰ Conversion is not considered a transfer of assets, so assignments are unnecessary. The company still holds any legal claims or rights to receive payment it held before conversion.
• Company liabilities. The Georgia LLC has the same liabilities and obligations—and owes all the same debts—after conversion. Conversion does not interfere with liens and other rights of creditors.²¹ Legal proceedings involving the LLC continue without interruption.
• Contracts. The LLC’s business contracts are still valid and effective after conversion. The company has all the same contractual rights and obligations.²²
• Real estate. The Georgia LLC owns all real estate that the company owned before the conversion.²³ Deeds transferring title are not needed, and the conversion does not trigger real estate transfer tax.²⁴ The company can (but does not have to) record a certified copy of the certificate of conversion to update land records to show that the Georgia LLC is the owner.
• Ownership interests. Ownership interests in the out-of-state LLC are converted to the Georgia LLC unless the members decide otherwise in the Certificate of Organization or in a written operating agreement.²⁵

1. Ga. Code § 14-11-212(a).
2. Ga. Code § §§ 14-11-100, et. seq.
3. Ga. Code § 14-11-212(c)(1).
4. See Ga. Code § 14-11-906.
5. Ga. Code § 14-11-212(d).
6. Ga. Code § 14-11-212(c)(5).
7. Ga. Code § 14-11-212(c)(6).
8. Ga. Code § 14-11-212(d).
9. Ga. Code § 14-11-201(b).
10. Ga. Code § 14-11-201(a).
11. Ga. Code § § 14-11-209.
12. GA R&R 590-7-19.11(2).
13. Fourteen states use the term articles of domestication to refer to the document that must be filed with the state to approve the domestication: Iowa, Massachusetts, Minnesota, Nebraska, New Hampshire, New Jersey, North Dakota, South Dakota, Utah, Vermont, Virginia, Wisconsin, Wyoming, and Indiana. The corresponding document may be called a statement of domestication (Alaska, Arizona, Connecticut, Idaho, Illinois, Mississippi, and Pennsylvania); articles of conversion (Florida, Nevada, North Carolina, Oregon, and Washington) or certificate of conversion (California, Delaware, Georgia, Michigan, Ohio, and Texas). It may also be called a statement of conversion (Colorado, Maine), certificate of domestication (Kansas), request for conversion (Louisiana), or statement/plan of domestication (District of Columbia).
14. Ga. Code § 14-11-212(c)(1).
15. Ga. Code § 14-11-212(d).
16. Ga. Code § 14-11-212(c)(1).
17. Ga. Code § 14-11-212(c)(1).
18. Ga. Code §§ 14-11-100, et. seq.
19. Ga. Code §§ 14-11-212(b)(6) and (c).
20. Ga. Code § 14-11-212(c)(5).
21. Ga. Code § 14-11-212(c)(6).
22. Ga. Code §§ 14-11-212(c)(5)-(6).
23. Ga. Code § 14-11-212(c)(5).
24. Ga. Code § 14-11-212(e).
25. Ga. Code § 14-11-212(c)(2).