Certificate of Amendment in Georgia: Approval, Fees, and Publication

To file a certificate of amendment in Georgia, deliver articles of amendment to the Secretary of State’s Corporations Division with a $30 payment ($20 filing fee plus a $10 service charge), after the board of directors — and, for most changes, the shareholders — have approved the amendment. If the amendment changes the corporation’s name, you also have to arrange newspaper publication within one business day of filing. Online filings generally process in 7 to 10 business days; paper takes about 15.

What a Certificate of Amendment Is For

A Georgia corporation can amend its articles of incorporation at any time to add, change, or remove any provision that would be allowed if the articles were being filed fresh today.¹ In practice, that covers changing the corporate name, adjusting the number or classes of authorized shares, updating the stated business purpose, and modifying provisions about director liability or governance.

One boundary worth knowing before you start. Changes to your registered agent, registered office, or corporate officers don’t go through the amendment process at all. Those are handled through the annual registration filing, or an amended annual registration if you’ve already filed for the current year.² Filing articles of amendment for one of those changes wastes the fee and the processing time.

Who Has to Approve the Change

Georgia splits amendments into two groups: those the board can adopt alone, and those that need a shareholder vote.

Board-Only Amendments

Unless the articles of incorporation say otherwise, the board can approve the following amendments without a shareholder vote:³

Changing the corporate name.
Deleting housekeeping information such as the names and addresses of initial directors, incorporators, or the initial registered agent and office, as long as a current annual registration is on file.
Extending the corporation’s duration if it was originally incorporated when state law required a limited duration.
Increasing the number of shares of an outstanding class into a greater number of whole shares, if only one class is outstanding.
Changing or eliminating par value of issued and unissued shares of a class, again if only that class is outstanding.
Any other change the Georgia Business Corporation Code specifically permits without shareholder action.

The name-change authority surprises people. Many states require a shareholder vote for a name change; Georgia doesn’t. But a name change does trigger the newspaper publication requirement below, so it isn’t quite a board-resolution-and-done exercise.

Shareholder-Vote Amendments

For anything not on the board-only list, the board proposes the amendment and submits it to shareholders. The board must send shareholders either a recommendation to approve the amendment or, where conflicts of interest or special circumstances exist, a statement explaining why it is withholding or reversing that recommendation.⁴ The default threshold is a majority of the votes entitled to be cast on the amendment by each voting group with the right to vote. The articles or the board can set a higher bar.

Share-structure amendments bring extra approval steps. Shareholders of a particular class are entitled to vote as a separate voting group when the amendment would increase or decrease authorized shares of their class, reclassify their shares into another class, create a new class with equal or superior distribution or dissolution rights, cancel accumulated but undeclared dividends, limit preemptive rights, or redeem shares of their class.⁵ So an amendment that affects two classes may need separate majority approval from each class in addition to any general shareholder vote.

What the Articles of Amendment Must Contain

Georgia law requires every articles of amendment filing to include:⁶

The corporation’s current legal name as it appears on file with the Secretary of State.
The exact text of each amendment being adopted.
Implementation details for any exchange, reclassification, or cancellation of issued shares, if the amendment text itself doesn’t already explain how that will happen.
The date each amendment was adopted.
An authorization statement — either that the board or incorporators adopted the amendment without shareholder action (and that none was required), or that shareholders approved it in accordance with the voting rules of O.C.G.A. 14-2-1003.

The authorization statement has to match what actually happened. Claiming board-only approval when a shareholder vote was legally required can get the filing rejected on review, and even if it slips through, affected shareholders can challenge the amendment’s validity afterward.

Fees, Filing Methods, and Processing Time

The total cost is $30: a $20 filing fee plus a $10 service charge, the same whether you file online or on paper.⁷ Paper filings go to the Corporations Division at 2 Martin Luther King Jr. Dr. SE, Suite 313 West Tower, Atlanta, Georgia 30334, with a check or money order payable to “Secretary of State.”⁸ Online filing runs through the Secretary of State’s Georgia Corporations Division portal.⁹

Online filings generally process within 7 to 10 business days. Paper filings take roughly 15 business days. Expect slower turnaround in late December through January and at the end of each quarter (late March, June, and September), when filing volume spikes.²

If standard processing is too slow, three expedited tiers are available on top of the $30 base cost:¹⁰

Two business days: $120.
Same day: $275. Documents must be received by noon on a business day; anything later is processed by noon the next business day.
One hour: $1,200. Available between 9:00 a.m. and 4:00 p.m. on business days.

Every expedited request has to include the name, email, and phone number of someone authorized to answer questions or make corrections.

Delayed Effective Dates

An amendment normally takes effect when the Secretary of State files it, but Georgia lets you specify a delayed effective date up to 90 days after filing.¹¹ If you pick a date but no time, the amendment takes effect at close of business on that date. Useful when you need to line the amendment up with a closing, a merger step, or a new fiscal year.

Newspaper Publication for Name Changes

This is the step corporations miss. When your articles of amendment change the corporate name, you also have to arrange a newspaper notice. The corporation submits an undertaking — either inside the articles of amendment or in a separate signed letter — promising to publish notice of the name change. Then, no later than the next business day after delivering the articles of amendment to the Secretary of State, the corporation has to send a publication request and a $40 payment to the appropriate newspaper.¹²

The newspaper must be either the official legal organ of the county where the corporation’s registered office is located, or a general-circulation paper in that county with at least 60 percent paid circulation. The notice runs once a week for two consecutive weeks, beginning within ten days after the newspaper receives the request. The notice itself follows a prescribed format and identifies the current name, the new name, and the registered office address.¹³

Failing to publish doesn’t invalidate the amendment itself. The name change still takes effect. But failure to publish a notice required under O.C.G.A. 14-2-1006.1 is specifically listed as a ground for administrative dissolution.¹⁴ Treat publication as a required step, not a formality.

Common Reasons Filings Get Rejected

The Corporations Division doesn’t fix errors for you. If something is wrong, the filing comes back and the clock restarts. The most avoidable issues:

Name conflicts. If a proposed new name is already in use or reserved, the amendment is rejected. Search the Secretary of State’s business database before filing.
Wrong signatory or title. The person signing must have authority, and the title has to match what the state expects.
Incomplete information. Missing any element required by O.C.G.A. 14-2-1006 — most often the adoption date or the authorization statement — gets the filing bounced.⁶
Payment errors. Checks for the wrong amount or payable to the wrong entity stop everything. The check must be payable to “Secretary of State” for exactly $30.
Legibility. Documents are scanned. Hard-to-read handwritten forms or poorly scanned uploads get rejected.

Online filing reduces several of these risks because the portal flags required fields before submission. For paper, have a second set of eyes review the form before mailing. A rejection on a 15-business-day paper filing can cost a month of calendar time.

What Happens if You Skip Steps

Georgia doesn’t let non-compliant corporations drift. The Secretary of State can begin administrative dissolution proceedings when a corporation fails to publish a required notice under the name-change, incorporation, merger, or dissolution publication statutes, or when it misses other core obligations like filing its annual registration, maintaining a registered agent and office, or making good on a dishonored payment.¹⁴

Before dissolving the corporation, the Secretary of State mails a notice, and the corporation has 60 days to cure the problem. If it doesn’t, dissolution goes forward. A dissolved corporation can apply for reinstatement within five years of the dissolution date.² In the meantime it can’t legally transact business, which creates immediate problems for contracts, bank accounts, and any pending litigation.

After the Amendment Is Accepted

Filing with the Secretary of State updates the state’s records and nothing else. If the amendment changed the corporate name, you’ll need to update IRS records tied to the Employer Identification Number, notify the bank, revise business licenses and permits, update vendor and customer contracts, and amend any “doing business as” registrations in counties where the corporation operates. For share-structure changes, update the stock ledger, shareholder agreements, and any securities filings so they match the amended articles. Georgia doesn’t require you to restate the entire articles of incorporation after an amendment, but some corporations file restated articles anyway, so that anyone reviewing corporate records sees one clean document rather than piecing together the original articles and each successive amendment.

1
Justia. Georgia Code 14-2-1001 – Authority to Amend
2
Georgia Secretary of State. Business Division FAQ
3
Justia. Georgia Code 14-2-1002 – Amendment by Board of Directors
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Justia. Georgia Code 14-2-1003 – Amendment by Board of Directors and Shareholders
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Justia. Georgia Code 14-2-1004 – Voting on Amendments by Voting Groups
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Justia. Georgia Code 14-2-1006 – Articles of Amendment
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Georgia Secretary of State. Corporations Division Filing Fees
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Georgia Secretary of State. Instructions for Completing Form CD 115 Articles of Amendment
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Georgia Secretary of State. How to Guide – Online Services
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Georgia Secretary of State. Filing Fees and Expedited Processing of Document Filings
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Justia. Georgia Code 14-2-123 – Effective Time and Date of Document
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Justia. Georgia Code 14-2-1006.1 – Publication of Notice of Change of Name
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FindLaw. Georgia Code Title 14 – 14-2-1006.1
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Justia. Georgia Code 14-2-1420 – Grounds for Administrative Dissolution