Defendants/appellants Juanita Hicks, in her official capacity as Clerk of Superior Court of Fulton County, and Bart L. Graham, in his official capacity as Revenue Commissioner of the State of Georgia, appeal from the judgment of the superior court granting plaintiff/appellees The Florida State Board of Administration “Board” and Buckhead Atlanta Plaza, Inc.’s motion for summary judgment, denying defendants/appellants cross-motion for summary judgment, and holding that the Board and Buckhead Atlanta Plaza were entitled to be exempt from payment of the Georgia real estate transfer tax as a “public authority” under OCGA § 48-6-2 a 3. Finding the trial court’s ruling to be in error, we reverse. The Board is a Florida public authority that was created and organized under Florida law to discharge the public responsibility of administering the Florida Retirement System Trust Fund. The Florida Retirement System Trust Fund was created by the Florida Legislature as part of the Florida State Treasury to receive compulsory contributions from the public employees of the State of Florida and various other state and local government units. The Board invests some of the Florida Retirement System Trust Fund’s money in real estate. On November 8, 1999, the Board organized Buckhead Atlanta Plaza, Inc. as a corporation under the Florida Business Corporation Act for the purpose of acquiring title to certain real property in Atlanta, collecting income from such property, and remitting the entire amount of income from such property less necessary expenses to the Board. Upon distribution and liquidation, the Articles of Incorporation require that Buckhead Atlanta Plaza’s net assets be distributed to the Board. Buckhead Atlanta Plaza’s certificate of authority to do business in Georgia shows it to be a foreign for-profit corporation.
On November 23, 1999, Buckhead Atlanta Plaza purchased a commercial office building from One Atlantic Plaza Company, LLC for $114,800,000.00 to engage in the proprietary business of leasing commercial office space. In connection with the conveyance and the recording of the warranty deed on the property, pursuant to OCGA § 48-6-1, Buckhead Atlanta Plaza paid Georgia real estate transfer tax in the amount of $114,800.00 to Juanita Hicks, Clerk of Superior Court of Fulton County, as agent for the Georgia Department of Revenue.
