To change something in your Georgia corporation’s or LLC’s charter, you file articles of amendment in Georgia with the Secretary of State, pay a $30 fee, and — if you are a corporation changing its name — publish notice in a qualifying newspaper. The state offers Form CD 100 as a template for corporate name changes, but you can draft your own document for any amendment as long as it meets the statutory requirements. Before you file anything, the right people inside the company have to approve the change.
What Articles of Amendment Actually Cover
Articles of amendment change information recorded in your articles of incorporation (for corporations) or articles of organization (for LLCs). Typical reasons to file include changing the business name, adjusting the number or type of authorized shares, adding or removing charter provisions, changing the registered agent or office, or altering the company’s stated purpose.1Justia. Georgia Code 14-2-1020 – Amendment by Board of Directors or Shareholders
Bylaw changes are different. They are internal governance matters and do not require any filing with the Secretary of State. A quick test: if the information appears in the document you originally filed with the state, changing it requires articles of amendment. If it only lives in your bylaws or operating agreement, you handle it internally.
Internal Approval Before You File
Georgia law requires the right people inside the business to formally approve an amendment before it goes to the state. The default rules differ sharply between corporations and LLCs, and getting the authorization wrong can expose the filing to later challenge.
Corporations: Board Plus Shareholders
The default process under O.C.G.A. § 14-2-1003 is a two-step vote. The board of directors first adopts a resolution recommending the amendment, then submits it to the shareholders at a properly noticed meeting. The meeting notice must state that considering the amendment is one of the purposes and must include a copy or summary of the proposed change.2Justia. Georgia Code 14-2-1003 – Amendment by Board of Directors and Shareholders
Unless the articles of incorporation or the board set a higher threshold, shareholders approve by a majority of the votes entitled to be cast by each voting group with a vote on the amendment. Check your articles before assuming the simple majority applies, because some companies set a supermajority requirement for certain changes.
Amendments the Board Can Adopt Alone
Georgia lets a corporate board handle several categories of amendments without a shareholder vote, unless the articles say otherwise. Under O.C.G.A. § 14-2-1002, these include:3Justia. Georgia Code 14-2-1002 – Amendment by Board of Directors
- Changing the corporate name.
- Increasing the number of whole shares of a class when only that class is outstanding, or changing or eliminating par value.
- Deleting the names and addresses of initial directors, incorporators, or the initial registered agent and office.
- Extending the corporation’s duration if it was originally incorporated under a limited-duration requirement.
For a routine name change in a small corporation, this usually means a simple board resolution — no meeting of shareholders, no notice period, no vote tally to track.
LLCs: Unanimity Is the Default
Georgia LLCs face a stricter rule. Under O.C.G.A. § 14-11-308(b)(5), amending the articles of organization requires the unanimous vote or consent of all members unless the articles of organization or a written operating agreement set a different threshold.4Justia. Georgia Code 14-11-308 – Approval Rights of Members and Managers That unanimity requirement catches multi-member LLCs off guard when one member is uncooperative. If your operating agreement lowers the threshold to a majority or some other percentage, that provision controls. Without one, every member must sign on.
What the Filing Has to Contain
For corporations, O.C.G.A. § 14-2-1006 requires the articles of amendment to include the corporation’s name, the exact text of each amendment, how any share exchange or reclassification will be carried out, the date the amendment was adopted, and a statement of how it was approved — either by the board alone (noting that shareholder action was not required) or by shareholders under § 14-2-1003.5Justia. Georgia Code 14-2-1006 – Articles of Amendment
LLC filings under O.C.G.A. § 14-11-210 are simpler: the company name, the date the original articles of organization were filed, the text of the amendment, and the effective date and time if different from the filing date.6Justia. Georgia Code 14-11-210 – Amendment of Articles of Organization; Restatement
The Secretary of State publishes Form CD 100 as a template for corporate name changes. Using it is optional. You can draft your own articles of amendment as long as the document meets the statutory requirements.7Georgia Secretary of State. Filing Template – Name Change, Profit Corporation (CD 100) The form asks for the corporation’s control number (the identifier assigned when the entity was first formed), the current name, the new name, how the amendment was approved, the date of adoption, and a signature from an authorized person such as an officer or the board chair.
Vague amendment language is the fastest way to get a rejection. Specify the exact article being changed and state the new text. A clean amendment reads: “Article IV is hereby amended to read as follows: The corporation is authorized to issue 500,000 shares of common stock, no par value.”
How to File and What It Costs
Georgia processes most business filings through its eCorp online portal. For a straightforward name change, the system generates the amendment document from the information you enter, so there is nothing to upload. For other amendments, use the “Submit Paper Filing Online” option: draft the document yourself (or complete Form CD 100), upload it, and pay by credit or debit card in the same session.8Georgia Secretary of State. How to Guide: Online Services
If you prefer paper, print and sign the completed document and mail it to the Corporations Division in Atlanta. Mailed filings must include payment by check, certified bank check, or money order payable to the Georgia Secretary of State.9Georgia Secretary of State. Filing Fees and Expedited Processing of Document Filings
The total filing fee is $30 whether you submit online or by mail.10Georgia Secretary of State. Corporations Division Filing Fees Processing times depend on how you file. Online filings are generally reviewed within 7 to 10 business days. Paper filings submitted by mail or hand delivery take about 15 business days.11Georgia Secretary of State. Business Division FAQ Busy periods can push those timelines further out.
If you need the amendment through faster, the Secretary of State offers expedited service on top of the standard $30:9Georgia Secretary of State. Filing Fees and Expedited Processing of Document Filings
- Two business days: $120.
- Same day: $275. The request must arrive by noon on a business day; anything received after noon is processed by noon the next business day.
Expedited timelines count business days only, excluding weekends and state holidays.
When the Amendment Takes Effect
An amendment becomes effective at the time and date the Secretary of State files it, as shown by the state’s endorsement. If you want a later effective date, you can specify one in the filing, but Georgia caps the delay at 90 days after the filing date.12FindLaw. Georgia Code 14-2-123 – Effective Time and Date of Document A delayed effective date is useful when you need to line the amendment up with a transaction closing or the start of a new fiscal period.
Newspaper Publication for Corporate Name Changes
This is the step most people miss. When a Georgia corporation changes its name, the state filing is not the end of the process. Under O.C.G.A. § 14-2-1006.1, the corporation must also publish notice of the name change in a qualifying newspaper — the official organ of the county where the registered office is located, or a newspaper of general circulation in that county with at least 60 percent paid circulation.13Justia. Georgia Code 14-2-1006.1 – Publication of Notice of Change of Name
The timeline is tight. Mail or deliver the publication request to the newspaper no later than the next business day after you file the articles of amendment with the Secretary of State. Include $40 for the publication fee, paid by check, draft, or money order. The newspaper then runs the notice once a week for two consecutive weeks, starting within ten days of receiving the request.
The notice follows a standard format identifying the current name, the new name, and the registered office address. You also need to include an undertaking to publish when you deliver the articles of amendment to the Secretary of State. That undertaking can be a separate letter or a statement in the filing itself. Failing to publish does not invalidate the name change, but it leaves the corporation exposed to compliance issues, and the step is simple enough that skipping it rarely makes sense.
LLCs do not have a comparable publication requirement for amendments.
What to Do After the State Accepts the Filing
The Secretary of State’s acceptance updates state records, not federal ones. If your corporation or LLC changed its name, notify the IRS separately. Corporations can check the name-change box on the next Form 1120 (Page 1, Line E, Box 3) or Form 1120-S (Page 1, Line H, Box 2). If you already filed that year’s return, write to the IRS office where the return was filed, with the letter signed by a corporate officer.14Internal Revenue Service. Business Name Change Partnerships use the equivalent box on Form 1065.
A name change alone does not require a new Employer Identification Number. A structural change — converting a corporation to an LLC, merging to form a new corporation, or incorporating a sole proprietorship — generally does require a new EIN.15Internal Revenue Service. When to Get a New EIN
Then update everywhere else the old information appears. Your bank will need proof of the change, usually the filed amendment or the state’s confirmation, to update your business account. City or county business licenses may need updating, particularly if issued under the old name. Review professional licenses, vendor contracts, insurance policies, and any registrations in other states where you are authorized to do business. The longer these records sit out of sync, the harder it is to clear up a mismatch when a bank or vendor flags it.