To change your business’s formation documents in Georgia, you file articles of amendment with the Secretary of State and pay a $30 total fee ($20 filing fee plus a $10 service charge). The Georgia articles of amendment process works a little differently for corporations than for LLCs, and some corporate changes require a shareholder vote while others can be adopted by the board alone. Everything else below is detail on top of that.
When You Need to File an Amendment
Not every internal change triggers a filing. You amend your articles when the change affects information that already sits in your filed documents with the Secretary of State. Common reasons include changing the business name, altering the authorized share structure, modifying the stated business purpose, changing management provisions in LLC articles, or converting the entity type. A corporation can amend its articles at any time to add, change, or delete provisions, so long as the amended articles contain only what Georgia law would allow in newly filed articles.
Corporate Approval: Board, Shareholders, or Both
For most corporate amendments, the board proposes the change and submits it to shareholders. Unless the articles of incorporation or the board set a higher threshold, an amendment passes with a majority of the votes entitled to be cast by each voting group that gets to vote on it. That is a majority of all eligible votes, not a majority of whoever shows up.
Amendments the Board Can Adopt Alone
Georgia law lets the board skip the shareholder vote for certain housekeeping changes. Unless the articles of incorporation say otherwise, the board can act alone to:
- Change the corporate name.
- Delete outdated formation details such as the names and addresses of initial directors, the initial registered agent or office, incorporators, or the initial principal office, as long as an annual registration is already on file.
- Split shares in a single-class structure into a greater number of whole shares, or change or eliminate par value, but only when the corporation has just one class of shares outstanding.
- Extend the corporation’s duration if it was originally incorporated when limited duration was required by law.
The name-change authority surprises many owners. It is one of the most common amendments, and Georgia specifically permits the board to handle it without shareholder action.
When a Separate Class Vote Kicks In
Some amendments trigger a separate vote by a specific class of shares, even if those shareholders do not normally vote. This applies when the amendment would increase or decrease authorized shares of that class, reclassify shares into another class, change the class’s rights or preferences, create a new class with equal or superior distribution or dissolution rights, limit preemptive rights, or cancel accumulated but undeclared dividends. If your corporation has multiple share classes, build the extra approval steps into your timeline.
LLC Approval: Check Your Operating Agreement First
Georgia LLCs amend their articles of organization by filing articles of amendment with the Secretary of State. The articles of organization can be amended in any respect, as long as the amended version contains only provisions that Georgia law permits at the time of the amendment.
The LLC statute does not set a specific member voting threshold for amendments. The operating agreement controls the internal approval. If your operating agreement requires unanimous member consent to amend the articles, that is the standard you must meet, even though the state filing form will not ask for proof. Pull your operating agreement before you start; many owners discover too late that their agreement is stricter than they assumed.
What the Articles of Amendment Must Contain
Missing any required element will get your filing rejected.
For corporations, the articles of amendment must include:
- The corporation’s name.
- The full text of each amendment.
- Implementation provisions for any exchange, reclassification, or cancellation of issued shares, if not already in the amendment text.
- The date each amendment was adopted.
- A statement about approval: either that the board adopted the amendment without shareholder action (and that shareholder action was not required), or that shareholders duly approved it.
For LLCs, the articles of amendment must include the LLC’s name, the date the original articles of organization were filed, the text of the amendment, and the effective date if later than the filing date. Amendments take effect on filing unless you specify a delayed effective date.
How to File, What It Costs, and How Long It Takes
You can file online through the Georgia Secretary of State’s eCorp portal or submit paper forms by mail. The total cost is $30 either way: a $20 filing fee plus a $10 service charge. Corporations use Form CD 100 for name changes or the general articles of amendment form. LLCs use Form CD 115.
Standard processing takes several business days. Three expedited tiers are available for an additional fee on top of the $30 base:
- Two business days: $120.
- Same day: $275. Documents must be received by noon on a business day; anything after noon is processed by noon the next business day.
- One hour: $1,200, available on business days between 9:00 a.m. and 4:00 p.m.
All expedited timelines run during business hours only and exclude weekends and state holidays.
Name Changes Have Extra Steps
Changing a business name is one of the most common amendments, and the Secretary of State filing is only the first piece. Georgia layers naming rules, a publication requirement, and federal notification on top of the basic amendment.
Naming Standards
Your new name must be distinguishable from names already on file with the Secretary of State. Georgia reads “distinguishable” strictly. A name is not distinguishable if the only difference involves articles like “a,” “an,” or “the” at the beginning; entity-type designators (changing “LLC” to “Inc.” does not count); abbreviations; phonetic spellings; the ampersand versus “and”; punctuation; pluralization; or suffixes and word derivatives.
Some words require advance written approval from a specific agency. “Insurance,” “surety,” “reinsurance,” and similar terms require approval from the Commissioner of Insurance. “Bank,” “banking,” “credit union,” “savings & loan,” and “trust” need approval from the Department of Banking and Finance. “College” or “university” requires approval from the Georgia Nonpublic Postsecondary Education Commission.
Newspaper Publication for Corporations
When a corporation changes its name, Georgia requires a newspaper notice. No later than the next business day after filing the articles of amendment, the corporation must send the notice and a $40 payment to the publisher of either the official legal organ of the county where the registered office is located, or a general-circulation newspaper in that county with at least 60 percent paid circulation. The newspaper publishes the notice once a week for two consecutive weeks, starting within ten days of receiving it.
The notice must identify the present corporate name, the proposed new name, and the address of the registered office. Skipping publication will not invalidate the name change itself, but failure to publish a required notice is one of the grounds the Secretary of State can use to begin administrative dissolution proceedings against the corporation.
Telling the IRS
The IRS needs separate notice of a name change. Corporations report it by checking the name-change box on their next Form 1120 (Line E, Box 3) or Form 1120-S (Line H, Box 2). Partnerships check the box on Form 1065 (Line G, Box 3). If you have already filed the current year’s return, write to the IRS at the address where you filed. A corporate officer must sign the notification. Some name changes may require a new Employer Identification Number; IRS Publication 1635 explains when that applies.
Separately, if the business’s responsible party changes (not just the name), file Form 8822-B with the IRS within 60 days of the change.
Converting a Corporation to an LLC
Converting from a corporation to an LLC is not a routine amendment. Georgia requires a formal plan of conversion adopted by the board of directors and approved by shareholders. The plan must include:
- The name of the new LLC.
- How shares convert to membership interests, or a statement that this is covered in the proposed operating agreement.
- The effective date, if later than the filing date.
- The contents of the new articles of organization for the LLC.
- The contents of the operating agreement that members will enter into, including a provision that approving the conversion counts as executing the operating agreement.
Once approved, the business files a certificate of conversion with the Secretary of State. A conversion fundamentally changes liability structure, governance, and tax treatment, typically shifting the entity from corporate income tax to pass-through taxation. Talk to a tax professional before committing.
Update Your Annual Registration
After amending your articles, make sure your annual registration reflects the current information. Georgia corporations and LLCs file annual registrations between January 1 and April 1 each year. Corporations report the corporate name, registered office and agent, principal office address, and the names and addresses of the CEO, CFO, and secretary (or equivalent officers). LLCs report the LLC name, registered office and agent, and principal place of business.
If you amend mid-year, you can file an amended annual registration to update the record before the next window. The fee is also $30 ($20 plus $10 service charge). One catch: you can only file an amended annual registration if you have already filed a regular annual registration for the current period. If you have not, the amended filing will be rejected.