How to Move an LLC to Georgia

Georgia authorizes LLC conversion under the Georgia Limited Liability Company Act (O.C.G.A. §§ 14-11-100 through 14-11-1109). An out-of-state LLC that completes a Georgia LLC conversion changes its state of organization to Georgia and becomes governed by Georgia law, while preserving its original formation date, EIN, contracts, and continuous legal existence (O.C.G.A. § 14-11-212(c)(1)).

Whether a particular LLC can convert to Georgia also depends on the laws of the state the LLC is leaving. Both states must permit the transaction for statutory conversion to proceed. You can get a free analysis of your LLC move to find out whether your specific move qualifies and to get a detailed process overview based on both states’ laws.

Georgia uses the term “conversion” for this process. Some states call the same procedure “domestication.” Georgia’s conversion statute encompasses both changes of jurisdiction (moving an LLC to or from Georgia) and changes of entity type (for example, converting an LLC to a corporation), which is broader than the domestication statutes found in many other states (O.C.G.A. § 14-11-906).

Why Business Owners Move LLCs to Georgia

Business owners who relocate to Georgia often want their LLCs to follow. Georgia’s legal and regulatory environment offers several concrete advantages that make it a strong destination for LLC owners considering a move.

• Business-friendly legal climate. Business groups consistently rank Georgia among the most business-friendly states in the country. Georgia’s regulatory systems are relatively straightforward, and the state offers a variety of tax credits and incentive programs designed to help small businesses grow.
• Tax environment. A state can tax an LLC only if there is a sufficient connection, or taxable nexus, between the LLC and that state. An out-of-state LLC that converts to Georgia will not be taxed by its former state if there is no longer a sufficient connection. Georgia also has lower personal income tax rates than many other states, so relocating may reduce both the business’s and the owners’ tax obligations.
• Reduced compliance burden. An LLC domiciled in one state but primarily doing business in another typically must file annual reports in both states. Converting to Georgia eliminates dual-state filing for LLCs that have moved their operations to Georgia. Georgia’s Annual Registration fee is $60.00 per year, which is among the lower annual fees nationally.
• Convenience and local access. Georgia is one of the fastest-growing states in the U.S. by population. Business owners who live in Georgia benefit from having their LLC governed by the same state where they reside. Consistency between the owner’s home state and the LLC’s domicile simplifies communications with state agencies and makes it easier to hire local professionals familiar with the applicable law.

Georgia LLC Conversion Requirements

An out-of-state LLC converting to Georgia must comply with two sets of laws: Georgia’s conversion statute (O.C.G.A. § 14-11-212) and the current state’s corresponding statute for outbound transfers. Georgia law governs the process and documents filed in Georgia, the conversion’s effective date, and the legal effects of the conversion. The current state’s law determines whether conversion is possible, what approval is required, and what documents must be filed with that state.

Eligibility for Georgia LLC Conversion

An LLC can convert to Georgia if its current state has a statutory procedure for transferring LLCs to a new domicile. The other state may call that procedure a “conversion” or a “domestication.” An out-of-state LLC should also verify that its business activity is lawful in Georgia before starting a conversion. Georgia law generally permits LLCs to engage in “any lawful activity” (O.C.G.A. § 14-11-201(b)), but certain activities may require state-specific licenses or permits (O.C.G.A. § 14-11-201(a)).

Required Documents for Georgia LLC Conversion

Georgia’s inbound conversion requires preparation and filing of multiple documents.

• Plan of conversion. A plan of conversion sets forth the manner and basis of converting the ownership interests in the LLC. The plan must be designed to comply with the requirements of both Georgia law and the law of the state that the LLC is moving from. Professional legal drafting is essential because the plan must simultaneously satisfy two states’ statutory frameworks.
• Georgia certificate of conversion. The certificate of conversion is filed with the Corporations Division of the Georgia Secretary of State. It must include the LLC’s current name and state of organization, a statement electing to become a Georgia LLC, confirmation that the conversion has been approved under the current state’s law, and the manner and basis of converting ownership interests (O.C.G.A. § 14-11-212(b)).
• Georgia articles of organization. The articles of organization are filed alongside the certificate of conversion. The articles establish the LLC as a Georgia entity and must comply with O.C.G.A. § 14-11-204. The articles set forth a name that complies with Georgia’s naming requirements (O.C.G.A. § 14-11-207).
• Conversion document for the prior state. The state the LLC is leaving will require its own filing document. Depending on the state, this may be called articles of domestication, statement of domestication, articles of conversion, certificate of conversion, statement of conversion, or a similar term.
• Georgia operating agreement. A state-specific operating agreement structures the LLC under Georgia law, provides rules for profit distributions and decision-making, clarifies the federal income tax classification, and helps maximize liability protection.
• Resolution authorizing conversion. A resolution approving the transaction and adopting the Georgia organizational documents as the LLC’s governing documents.

The Corporations Division of the Georgia Secretary of State accepts electronic filings and electronic signatures for both the certificate of conversion and the articles of organization.

Cost of Moving an LLC to Georgia

Moving an LLC to Georgia involves professional preparation of the conversion documents described above, coordination with state agencies in both states, and state filing fees. The scope of work required for a two-state conversion is substantial, and most of the cost reflects the professional services needed to draft compliant documents and manage the filings. You can get a detailed cost estimate for your specific move by requesting a free analysis of your LLC move.

In addition to professional service costs, the Georgia Secretary of State charges $95.00 for the certificate of conversion and $100.00 for the articles of organization when filed online, for a total of $195.00 in Georgia filing fees. Paper filings incur higher fees ($110.00 for articles of organization filed by mail). The state the LLC is leaving will charge its own filing fees for the outbound conversion documents.

Georgia law requires LLCs to appoint a registered agent with authority to accept service of process (O.C.G.A. § 14-11-209). An LLC that hires a commercial registered agent will incur the agent’s fee as part of the conversion. Although a member or manager can serve as the LLC’s registered agent (but not the company itself), LLCs often hire commercial agents for privacy and consistency (GA R&R 590-7-19.11(2)). Commercial registered agents typically charge between $50 and $100 per year in Georgia.

Processing Time for Georgia LLC Conversion Filings

The Georgia Secretary of State’s Corporations Division estimates processing time of approximately one week for online filings and two weeks for paper filings. Expedited processing is available for an additional fee: $100 for 24-hour processing and $250 for same-day processing (same-day requests must be received by noon on a business day). The conversion becomes effective upon filing the certificate of conversion with the Georgia Secretary of State (O.C.G.A. § 14-11-206(f)).

Moving an LLC Out of Georgia

Georgia also authorizes outbound conversion. A Georgia LLC may elect to become a foreign LLC governed by another state’s law, provided the destination state permits the conversion (O.C.G.A. § 14-11-906(a)). The Georgia LLC must adopt a plan of conversion setting forth the manner and basis of converting the members’ interests (O.C.G.A. § 14-11-906(b)), then file a certificate of conversion with the Georgia Secretary of State. The outbound filing fee is $95.00. Electronic filing and electronic signatures are accepted.

Georgia LLC Laws That Apply After the Move

From the effective date of the conversion, the LLC is governed by the Georgia Limited Liability Company Act (O.C.G.A. §§ 14-11-100 through 14-11-1109). Georgia’s LLC statute provides the framework for the company’s ongoing governance, compliance obligations, and member protections.

Georgia Annual Registration and Compliance Requirements

Georgia requires LLCs to file an Annual Registration with the Corporations Division of the Secretary of State every year between January 1 and April 1. The filing fee is $60.00 per year. Failure to file can result in administrative dissolution of the LLC.

Georgia LLC Operating Agreement Requirements

Georgia law recognizes the operating agreement as the primary governance document for an LLC (O.C.G.A. § 14-11-101(18)). The operating agreement governs the internal affairs of the LLC, including management structure, profit and loss allocation, member voting rights, and transfer restrictions. A converting LLC should adopt a new Georgia-compliant operating agreement as part of the conversion process.

Georgia LLC Member and Manager Protections

Georgia imposes a statutory duty of care on LLC managers (O.C.G.A. § 14-11-305(1)). The duty of care can be modified or eliminated by the operating agreement. Georgia’s LLC statute does not expressly codify a separate duty of loyalty for LLC managers, giving members and managers more flexibility to define their obligations through the operating agreement.

Georgia does not make the charging order the exclusive remedy for a judgment creditor of an LLC member. A creditor who obtains a charging order receives the right to receive distributions that would otherwise go to the debtor-member (O.C.G.A. § 14-11-504), but other remedies may also be available depending on the circumstances. LLCs that prioritize asset protection should address creditor remedies in the operating agreement.

Legal Effects of Georgia LLC Conversion

A completed Georgia LLC conversion produces specific legal effects defined by statute. The LLC continues to exist as the same entity it was before the conversion (O.C.G.A. § 14-11-212(c)(1)). The conversion does not constitute a dissolution (O.C.G.A. § 14-11-212(d)). The Georgia LLC’s formation date is the date the entity was originally created in its prior state (O.C.G.A. § 14-11-212(c)(1)).

• Assets. The Georgia LLC owns all the same property that the out-of-state LLC owned before conversion. Conversion is not a transfer of assets, so deeds and assignments are unnecessary (O.C.G.A. § 14-11-212(c)(5)).
• Liabilities. The Georgia LLC retains all the same liabilities and obligations. Conversion does not interfere with liens or other rights of creditors (O.C.G.A. § 14-11-212(c)(6)). Legal proceedings involving the LLC continue without interruption.
• Contracts. All business contracts remain valid and enforceable. The company has the same contractual rights and obligations after conversion (O.C.G.A. §§ 14-11-212(c)(5)-(6)).
• Real estate. The Georgia LLC owns all real estate the company owned before conversion. Title transfers are not needed, and the conversion does not trigger real estate transfer tax (O.C.G.A. § 14-11-212(e)). The company may record a certified copy of the certificate of conversion to update land records.
• Ownership interests. Ownership interests in the out-of-state LLC are converted to interests in the Georgia LLC unless the members decide otherwise in the certificate of organization or in a written operating agreement (O.C.G.A. § 14-11-212(c)(2)).

Alternatives to Georgia LLC Conversion

When statutory conversion is not available because the other state’s law does not allow it, a merger-based reorganization achieves the same result. Reorganization involves forming a new Georgia LLC, then merging the original LLC into it. The surviving Georgia LLC inherits all assets, contracts, and obligations of the original.

Georgia authorizes LLC mergers under O.C.G.A. § 14-11-901, with a filing fee of $20.00 for the articles of merger. For a detailed explanation of how the reorganization process works, see our guide to the LLC reorganization process.

For a complete list of states and the procedures available for each, see our state-by-state LLC domestication directory.