Effect of certificate of authority

(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this chapter. (b) A foreign corporation with a valid certificate of authority has the same but no greater rights under this chapter and has the same but no greater privileges under this chapter as, and except as otherwise provided by this chapter is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character. (c) This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state. (Code 1981, § 14-2-1505, enacted by Ga. L. 1988, p. 1070, § 1.) COMMENT Source: Model Act, § 15.05 This replaces provisions formerly contained in §§ 14-2-311 & 14-2-316. Subsection (a) provides that a certificate of authority authorizes a foreign corporation to transact business in the state subject to the right of the state to revoke the certificate. The privileges of this status are defined in Section 14-2-1505(b): a qualified foreign corporation has the same privileges under this 540 14-2-1505 Code as (but no greater than) a domestic corporation. These sections parallel former § 14-2-311. They do not prohibit differential treatment for tax or other purposes. Section 14-2-1505(c) preserves the judicially developed doctrine that internal corporate affairs are governed by the state of incorporation even when the corporation’s business and assets are located primarily in other states. This was formerly covered in § 14-2-310(a). Cross-References Corporate powers, see § 14-2-302. Corporate purposes, see § 14-2-301. Revocation of certificate of authority, see § 14-2-1530 et seq. Withdrawal of foreign corporations, see § 14-2-1520.