Important Announcement about Name Reservations

IMPORTANT, PLEASE READ!

Effective July 1, 2008 the following changes were made to reinstating corporate entities according to Senate Bill 436: 

Domestic Profit :  O.C.G.A. 14-2-1422 Revisions
“(a)A corporation administratively dissolved under Code Section 14-2-1421 may apply to the Secretary of State for reinstatement within five (5) years after the effective date of dissolution.”

“5 (b) The Secretary of State shall reserve the name of  a corporation administratively dissolved under Code Section  14-2-1421 for such corporation’s specific use for a period of five years after the date of the dissolution or until the limited liability company is reinstated,

Domestic Non-Profit Corporations:  O.C.G.A.  14-3-1422 Revisions
“(a) a corporation administratively dissolved under Code Section 14-3-1421 may apply to the Secretary of State for reinstatement within five (5) years after the effective date of dissolution.”

“5 (b) “The Secretary of State shall reserve the name of  corporation administratively dissolved under Code Section 14-3-1421 for such corporation’s specific use for a period of five years after the date of the dissolution or until the limited liability company is reinstated, whichever is sooner.”

Domestic Limited Liability Companies: O.C.G.A.  14-11-603 revisions
“(4) A limited liability company administratively dissolved under this Code section  may apply to the Secretary of State for reinstatement within five(5) years after the effective of such dissolution”

“(6) The Secretary of State shall reserve the name of a limited liability company administratively dissolved under Code Section 14-11-601.1 for such limited liability company’s specific use for a period of five years after the date of the dissolution or until the limited liability company is reinstated, whichever is sooner.”

You cannot request a name for an entity that has been administratively dissolved within the last 5 years.

Please note that all foreign entities whose authority has been revoked, must re-qualify to do business in Georgia. A foreign entity is not eligible for reinstatement.

 

Frequently Asked Questions - Corporation Names

1. What does issuance of a name by the Secretary of State mean?

Under Georgia law, O.C.G.A. 14-2-401 (profit) and 14-3-401 (nonprofit), issuance of a name by the Secretary of State means that the name is distinguishable for filing purposes from the names of other entities on the records of the Corporations Division. You will note that subsection (e) provides that “this chapter does not control the use of fictitious or trade names” and that “issuance of a corporate name does not affect the commercial availability of the name.” Many names that are issued by the Corporations Division might not be available for use in the marketplace.  Additional name restrictions are posted on our website.

2. How do I file a name reservation?

You are on the correct web page for filing your name reservation on-line  You may also download the Name Reservations Form at http://www.sos.ga.gov/acrobat/corporations/name%20reservation%20form%2008.pdf
and mail it in with the $25 fee

3. If I incorporate, will anyone else be able to use my name?

Issuance of a name by the Corporations Division does not necessarily give a person the exclusive right to use of that name. Filing with the Secretary of State is not “name protection.” Many businesses do not choose to incorporate. The Office of Secretary of State has no record of these and thus cannot search names of unincorporated businesses. The question of who “owns” a name is a complex one that should be addressed to your legal counsel.

4. Are trade names registered with the Secretary of State?

No. Pursuant to O.C.G.A. 10-1-490 trade names are registered with the Clerk of Superior Court of the county where the business is principally located. A trade name is also known as a “DBA” or “fictitious name.”

5. Am I required to file for a name reservation before registering for a corporation?

No, the filing of a name reservation is not required for registering a corporation, limited liability company or limited partnership.  It is optional, however filing for the name reservation first may save you time and money and could reduce the processing time for your application.