“At Home” In Georgia: The Hidden Danger of Registering to do Business in Georgia

Georgia law prohibits any foreign corporation—a corporation with an originating registration initiated in a state other than Georgia—from transacting business in the state until it obtains a certificate of authority from the Georgia Secretary of State. Attorneys advise foreign corporations to register as a matter of course, and business owners readily comply. Georgia is not unique in its registration requirement. Every state in the union has enacted such a statute.

But very few states require a foreign corporation to forfeit the guarantees of due process as a condition for transacting business in the state. Georgia is one of them. In this article, the authors discuss the pitfalls of the current state of Georgia law, noting that it likely violates federal law.