The Georgia RICO Act (O.C.G.A. § 16-14-1, etc.) requires any “alien corporation” desiring to acquire of record “real property” in Georgia to (1) maintain a registered office and agent in Georgia; (2) file, prior to acquiring the real property, a statement with the Secretary of State designating the office and agent and including other required information and (3) file annual reports with the Secretary of State. An “alien corporation” is a corporation organized under laws other than the laws of the Unites States or a state thereof. O.C.G.A. § 16-14-3 (1). “Real property” is any “real property situated in this state or any interest in such real property, including, but not limited to, any lease of or mortgage upon such real property. “ Id. (10)
An alien corporation is not entitled to own, purchase or sell any real property, and may not sue or defend in Georgia courts, until it satisfies these requirements. Id. §16-14-15 (h).
These requirements apply to non-US banking corporations that intend to record security instruments on Georgia real property. Noncompliance bars the right to own or sell the real property, in this case consisting of the alien bank’s real property security instrument. Query whether the statutory prohibition of sale properly applies only to the sale of the mortgage (and the secured debt) itself, that being the “real property” owned by the corporation, or whether it more expansively precludes the sale by the lender, as the borrower’s agent and attorney-in-fact under a properly drafted security instrument, of the borrower’s interest. Prudence dictates compliance to avoid the question.
The statute suggests that an alien banking corporation that fails to fulfill the statutory registration obligations prior to obtaining the real property by do so thereafter. See Id. In this circumstance, the alien bank should fulfill the requirements before the foreclosure sale, both to avoid any question of its right to sell the borrower’s equity of redemption and to enable it to purchase at the sale. Compliance with the RICO registration and reporting requirements is also a condition precedent to the alien bank’s pursuing a confirmation proceeding.