Annual Registration Deadline for Georgia Corporations and LLCs – May 31st, 2014

In Georgia, the annual filing deadline for a business entity’s “Annual Registration” with the Secretary of State is usually April 1st; however, for the past two years the Secretary of State has extended the deadline to May 31st.

The filing fee required with the filing of the Annual Registration will be $50 in most instances (i.e., if there are no prior unpaid fees), or $30.00 for nonprofit corporations.

We have included Instructions (click link) that may help guide you through the process of using their new website, which you can access here: Georgia Secretary of State Filing System.

Please note that if our Firm, or any one of our attorney’s, is currently listed as your registered agent, you should update the registered agent name to BCS Corporate Services, Inc.  This is our Firm’s subsidiary that now exclusively handles these services. This also applies to companies that currently list Penn Law Firm, P.C.

If you have any questions about Annual Registrations or have trouble with the registration process, please feel free to call our office.

If we currently represent you and you would like to request that we file the Annual Registration for you, please contact Stacy Pettefer by email at spettefer@briskinlaw.com and confirm at the same time:

(i)  the principal office address of your entity;

(ii) the name and address of your registered agent (if it is not Briskin, Cross & Sanford, LLC); and

(iii) in the case of a corporation (rather than an LLC), the names and addresses of the President/CEO, Treasurer/CFO, and Secretary.

Does My Company Need to File an Annual Registration?

Most U.S. states require registered businesses to maintain current information with that state’s office of the Secretary of State.

In Georgia, all Corporations must typically file an Annual Registration within 90 days of the filing of their Articles of Incorporation (unless the Articles were filed between October 1 and December 31, in which case the Corporation is required to file its Annual Registration the following year by the April 1st deadline).

LLCs are not required to file an Annual Registration during their first calendar year.

In short, this year (2014):

  • All LLCs and Corporations formed in (or prior to) 2013 must file an Annual Registration by May 31, 2014 (for Corporations incorporated after October 1, 2013 or LLCs organized at any time during 2013, this will be the first Annual Registration).
  • LLCs formed on or after January 1, 2014, will not have to complete an Annual Registration until April 1, 2015.

Late registrations are subject to penalty fees of $25.00, and failure to file or keep registrations current can lead to the Secretary of State changing your business’s status to “Administratively Dissolved.” An “Administratively Dissolved” corporation or company may not transact business in Georgia or use the Georgia court system but may be reinstated within a certain time period upon certain conditions and the payment of a fee (you should contact us at once if your company has been administratively dissolved).

Once you have filed your Annual Registration, the Secretary of State will immediately consider your entity to be in “Active/Compliant” status; however, although your Annual Registration is considered paid the minute you file and pay online, the online record may not update immediately and may take a day or longer to reflect your “Active/Compliant” status.

You should also file an additional Annual Registration at any time during the year (and pay the $50.00 fee) to update the information on record if it is no longer accurate; however, you cannot pay for future years, and filing more than once in a year will not change your obligation to file the following year.

Who Files the Annual Registration?

Although we serve as registered agent for many of our clients, the filing of the Annual Registration is the responsibility of the members, managers, officers, or directors of the business. This ensures that the primary purpose of the Annual Registration is served: to accurately update your business address and officers’ names and addresses and to confirm or appoint a new registered agent for the service of process.

These records are public and should only be updated by an authorized person. They may also be used in determining, among other things, which jurisdiction your business will be subject to in a court of law.

Notice

The Secretary of State typically notifies businesses of the Annual Registration deadline by sending a postcard to the business address listed in its records. Please note that some companies imitate these notices. Any notice not from the Secretary of State is a solicitation. Please feel free to contact us if you are uncertain about a notice you have received.

Other States

If you are registered to do business in more than one state, you may need to file an Annual Registration in each state in which you are registered. Also, if you are transacting business in a state with which you are not officially registered, please contact one of our attorneys, and we can assist you with coming into compliance and protecting your interests in foreign states.

About Briskin, Cross & Sanford, LLC

Briskin, Cross & Sanford, LLC is a Business, Commercial, and Technology firm that has built a full-service business practice representing privately held companies and their executives, including many start-up businesses and technology firms across North Metro Atlanta and the surrounding areas.

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Fiserv brings 2,000+ jobs to Alpharetta, Technology City of the South

The City of Alpharetta announced today that Fiserv, Inc., multi-billion dollar global provider of technology solutions, has selected a new location in Alpharetta for its Atlanta-area operations.

According to Governor Nathan Deal’s announcement, “Fiserv has had a presence in Georgia for more than two decades and has become one of the largest technology employers in our state.”

“Fiserv is bringing nearly 2,000 existing jobs to Alpharetta, and the company has committed to hire a significant number of additional associates as they establish a presence in our community,” said Alpharetta Mayor David Belle Isle. “As a leading location for technology-focused businesses, we are confident that Alpharetta will be just the right fit for Fiserv, and we welcome the company and their area associates to our city.”

According to the Atlanta Business Chronicle’s TechFlash, Fiserv has more than 16,000 clients worldwide in the financial services, investment management, and retail sectors, as well as in government agencies and other areas.  The company reported revenues of $4.55 billion last year.

Alpharetta, Johns Creek, and Roswell ranked best places in Georgia for job seekers

The Best Places in Georgia for Job Seekers.

Nerdwallet has just ranked Alpharetta, Johns Creek, and Roswell among the best places in Georgia for job seekers, especially those seeking positions in technology, healthcare, and education.

Alpharetta, known as the Technology City of the South, and home to Comcast, Verizon, Hewlett-Packard, McKesson, Automatic Data Processing, Lexis Nexis, and many similar tech-sector engines for growth, is ideally placed to attract a major share of the 480,690 jobs Georgia is expected to add in the next 10 years.

Of course, this is why Briskin, Cross & Sanford is known as “A Law Firm at the Intersection of Business, Law, and Technology.”

Hat tip to Chamberlink.

Allnex moves regional HQ and tech center to Alpharetta

A global supplier of resins and special-purpose coating solutions with $1.5 billion in sales, Alnex, assisted by tenant representative firm Cresa, has made the decision to consolidate several small research laboratories and establish a 50,000 square foot headquarters and technology center in Alpharetta, Georgia.

Alnex is the new name for the coating resins business of Cytec Industries recently purchased by global private equity firm Advent International.

Allnex Invests in its Americas Business with Creation of New Regional Headquarters | Allnex – All About Resins.

PayPal and crowdfunding: fools rush in… but the rest of us are still waiting

Further to our earlier discussion of crowdfunding in Georgia, PayPal recently announced on its blog that it is overhauling its policies with regard to the use of the PayPal gateway by crowdfunders in light of “unique regulatory and risk aspects inherent to this new way to raise money from supporters around the world.”

PayPal’s VP of Risk Management, Tom Barel, does not call out crowdfunding sites by name but seems to want to suggest that fools rush in where angels fear to tread, warning that the crowdfunding model is it is “potentially open to abuse” and that PayPal does not want to have to explain to customers where their money went if someone soliciting funds from the “crowd” does not fulfill its promises, at least while the regulatory waters are still murky,

Barel, while describing crowdfunding as on the one hand “pretty complicated” and inherently risky, at the same time acknowledges that the widespread public ability to invest in startups may be a “powerful catalyst for innovation.”  As a risk manager, perhaps his job is to let PayPal have it both ways, though some have seen the announcement as damage control following PayPal’s recent about-face when it froze and then just as quickly released  Nyu Media’s funds for the video game Yatagarasu Attack on CataclysmHat Tip to Eric Johnson of AllThingsD.

While crowdfunding by the general public is quite legal in certain other advanced economies (e.g., the UK and Australia), the Securities and Exchange Commission has been slow to permit US businesses to move from currently permitted reward/donation crowdfunding (where “investors” get a t-shirt or the warm fuzzy feeling of having supported a worthy cause, a scientific experiment, or a local band’s new album) to true equity funding (where investors actually own a stake in the startup venture and gain or lose cold hard cash depending on how well the business does).

So what’s the holdup?  Equity crowdfunding rules that the SEC was required to finalize by December 31, 2012 have still to go into effect.  These rules would permit an exemption to the 1933 Securities Act that is necessary to open the way for public advertisement and sale of certain securities to non-accredited investors (basically those of us who make $200,000 or less per year and have less than $1M in net worth).  Such sales, of course, would be subject to certain oversight and restrictions… and there’s the rub.

Nonetheless, SEC Chair Mary Jo White has promised that the rules are on the front burner, and says, “I define the front burner to be sometime into the fall.”  Well, fall is less than a week away now, so watch this space… or just listen for the whoosh as the many small-budget angels finally enter the market.

Amazon begins collecting state sales tax in Georgia today, September 1, 2013

If price, selection, and next-day, doorstep delivery drive your choice of online vendors, this development may not change your shopping habits much.  Nonetheless, shopping on Amazon.com will cost Georgia shoppers at least 4% more starting today, and Georgia’s sales tax coffers are likely to benefit to the tune of about $18 million a year.  (Hat tip to the Wall Street Journal:  Amazon Will Begin Collecting Sales Tax in Georgia).

While it has taken Amazon some months to come into compliance with Georgia’s new law (the Georgia legislature recently changed the definition of “dealer” in OCGA 48-8-2 of the state’s sales tax statute, adding a definition applicable to larger Internet retailers with no physical presence in Georgia), Amazon already collects sales tax in a number of states, with more on the way.

Critics say that it is one thing to require companies that have a physical presence (maybe a distribution center or an office) in a particular state to collect sales tax for that state, but it is quite another to extend the long arm of that state’s department of revenue to reach across state lines to snag online retailers with no physical presence in the state.  This argument is based on the 1992 Supreme Court ruling in Quill Corp v. North Dakota, which held that out-of-state retailer Quill, which sold office equipment via catalogs and various forms of general advertisement and then shipped its merchandise to customers in North Dakota by common carrier, did not have the substantial nexus in the State required by the Dormant Commerce Clause of the Constitution to subject it to the requirement by North Dakota that Quill act as the State’s sales tax collector.  (You can read the Court’s full opinion here).

States argue that they are simply collecting revenue that they are entitled to collect anyway.  After all, purchasers who are not charged sales tax online are on the honor system to remit the same amount they would have paid in sales tax to the Department of Revenue as a use tax; however, in practice, few ever do, and most citizens are probably not even aware of such a requirement.  To force online retailers to capture and remit this otherwise uncollected revenue for them, states have sought by legislative slight-of-hand to say, for example, that anyone in the state with a “click-though” relationship with an online merchant (e.g., the millions of vendors on Amazon Marketplace) is that merchant’s agent and therefore establishes the merchant’s physical presence within the state.

Interestingly, while complying in some states, Amazon has chosen to go to the mat on New York’s requirement that Amazon collect tax for the State of New York, a case which the US Supreme Court may eventually hear.  On the other hand, the argument may become moot if the Marketplace Fairness Act becomes law, a bill that claims to level the playing field for all online retailers, simplify state sales tax requirements, and make multi-state sales tax collection easy.  The bill passed the the US Senate with a substantial majority (and is supported by Amazon, Walmart, and other large online retailers) but has yet to pass the House of Representatives, where practical, political, and ideological concerns currently stand in the way.

As for now, the bottom line for Amazon shoppers in Georgia is… well, 4% higher than it was yesterday.

 

 

Ernst & Young plans Global IT Center in Alpharetta, now home to one third of Georgia’s tech companies and a quarter of Atlanta’s top employers

Coming on the heels of General Motors’ announcement earlier this year that it plans to invest $26 million in a technology development center in Roswell, the Atlanta Business Chronicle reports that Ernst & Young recently announced plans to open an $8.5 million Global IT Center in Alpharetta.

As NorthFulton.com reports, Earnst & Young’s announcement came on the first anniversary of the formation of the Alpharetta Technology Commission, a milestone celebrated at a dinner attended by Georgia’s Lt. Gov. Casey Cagle, Alpharetta Mayor David Belle Isle, and more than 600 tech companies within the Alpharetta city limits, where a third of Georgia’s technology-related companies and a quarter of Atlanta’s top employers are now located.