Name

(a) A foreign limited liability company may apply for a certificate of authority with the Secretary of State under any name, whether or not it is the name under which it is registered in its jurisdiction of organization; provided, however, that such name: (1) Must contain the words ‘‘limited liability company’’ or ‘‘limited company’’ (it being permitted to abbreviate the word ‘‘limited’’ as ‘‘ltd.’’ and the word ‘‘company’’ as ‘‘co.’’) or the abbreviations ‘‘L.L.C.,’’ ‘‘LLC,’’ ‘‘L.C.’’ or ‘‘LC’’; and (2) Must be distinguishable on the records of the Secretary of State from the name of any corporation, limited liability company, or limited partnership; any foreign corporation, foreign limited liability company, or foreign limited partnership having a certificate of authority to transact business in this state; any nonprofit corporation, professional corporation, or professional association, domestic or foreign, on file with the Secretary of State pursuant to this title; or any name reserved or registered under this title. (b) Whenever a foreign limited liability company is unable to procure a certificate of authority to transact business in this state because its name does not comply with paragraph (2) of subsection (a) of this Code section, it may nonetheless apply for authority to transact business in this state by adding in parentheses to its name in such application a word, abbreviation, or other distinctive and distinguishing element such as the name of the jurisdiction where it is organized. If in the judgment of the Secretary of State the name of the foreign limited liability company with such addition would comply with subsection (a) of this Code section, subsection (a) of this Code section shall not be a bar to the issuance to such foreign limited liability company of a certificate of authority to transact business in this state. In such case, any such certificate issued to such foreign limited liability company shall be issued in its name with such additions, and the foreign limited liability company shall use such name with such additions in all its dealings with the Secretary of State. (Code 1981, § 14-11-705, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2003, p. 140, § 14.) 14-11-706. Amended certificate required for change of name or jurisdiction of organization; foreign limited liability company converting to foreign limited partnership or foreign corporation. (a) A foreign limited liability company authorized to transact business in this state must procure an amended certificate of authority from the Secretary of State if it changes its name or its jurisdiction of 1175 14-11-706 CORPORATIONS & PARTNERSHIPS 14-11-706 organization. The requirements of Code Sections 14-11-702 and 14-11-704 for procuring an original certificate of authority shall apply to procuring an amended certificate under this Code section. (b) If a foreign limited liability company authorized to transact business in this state converts into a foreign limited partnership: (1) The foreign limited liability company shall notify the Secretary of State that such conversion has occurred no later than 30 days after the conversion, using such form as the Secretary of State shall specify, which form may require such information and statements as may be required to be submitted by a foreign limited partnership that applies for a certificate of authority to transact business in this state; and (2) If such notice is timely given: (A) The authorization of such entity to transact business in this state shall continue without interruption; and (B) The certificate of authority issued to such foreign limited liability company under this article shall constitute a certificate of authority issued under Code Section 14-11-903 to the foreign limited partnership resulting from the conversion effective as of the date of the conversion. The Secretary of State shall adjust its records accordingly. (c) If a foreign limited liability company authorized to transact business in this state converts into a foreign corporation: (1) The foreign limited liability company shall notify the Secretary of State that such conversion has occurred no later than 30 days after the conversion, using such form as the Secretary of State shall specify, which form may require such information and statements as may be required to be submitted by a foreign corporation that applies for a certificate of authority to transact business in this state; and (2) If such notice is timely given: (A) The authorization of such entity to transact business in this state shall continue without interruption; and (B) The certificate of authority issued to such foreign limited liability company under this article shall constitute a certificate of authority issued under Code Section 14-2-1501 to the foreign corporation resulting from the conversion effective as of the date of the conversion. The Secretary of State shall adjust its records accordingly. (Code 1981, § 14-11-706, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2006, p. 825, § 25/SB 469.) 1176 14-11-708 14-11-707. Certificate of withdrawal; application; service after withdrawal. (a) A foreign limited liability company authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State. (b) A foreign limited liability company authorized to transact business in this state may apply for a certificate of withdrawal by delivering to the Secretary of State for filing an application that sets forth: (1) The name of the foreign limited liability company and the name of the jurisdiction under whose law it is organized; (2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state; (3) That it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state; (4) A mailing address to which a copy of any process served on the Secretary of State pursuant to paragraph (3) of this subsection may be mailed under subsection (c) of this Code section; and (5) A commitment to notify the Secretary of State in the future of any change in the mailing address provided pursuant to paragraph (4) of this subsection. (c) After the withdrawal of the foreign limited liability company is effective, service of process on the Secretary of State under this Code section is service on the foreign limited liability company. Any party that serves process on the Secretary of State in accordance with this subsection shall also mail a copy of the process to the foreign limited liability company at the mailing address provided pursuant to subsection (b) of this Code section. (Code 1981, § 14-11-707, enacted by Ga. L. 1993, p. 123, § 1.) 14-11-708. Revocation of certificate; grounds.