Georgia Articles of Amendment Form: Approval, Filing, and Effect

To change your corporation’s articles of incorporation in Georgia, you file articles of amendment with the Georgia Secretary of State for a total of $30 ($20 filing fee plus a mandatory $10 service charge), and the change takes effect the moment the Secretary of State accepts the document unless you specify a delayed date.¹ Before you file, you need the right internal approval, and after you file you have only 60 days to fix any deficiency the state flags. Here is what the form must contain, who has to sign off, how to submit it, and what happens next.

What the Form Must Contain

Georgia law requires six specific items in the articles of amendment:²

The corporation’s name as currently registered.
The exact text of each amendment being adopted.
If the amendment involves an exchange, reclassification, or cancellation of issued shares, provisions for carrying it out (unless the amendment text itself already covers it).
The date each amendment was adopted.
If the board adopted the amendment without a shareholder vote, a statement to that effect confirming shareholder action was not required.
If shareholders did vote, a statement that the amendment was duly approved in accordance with the statutory process.

The document must be in English and typewritten or printed.³ It must be executed by the chairman of the board, the president, or another officer, who signs and states their name and capacity. A corporate seal, attestation by the secretary, and notarization are all optional. For electronic filings, the officer’s typed name substitutes for a handwritten signature.

Who Has to Approve the Amendment First

Georgia splits amendments into those the board of directors can adopt alone and those that require a shareholder vote. Classifying your amendment correctly determines what paperwork you need in hand before you file.

Amendments the Board Can Adopt Alone

The board can approve the following without involving shareholders:⁴

Changing the corporate name.
Deleting names and addresses of initial directors, incorporators, or the initial registered agent.
Deleting the initial principal office mailing address, if an annual registration is on file.
Extending the corporation’s duration if it was originally required to have a limited one.
Changing issued shares of a single outstanding class into a greater number of whole shares.
Changing or eliminating par value when only one class of shares is outstanding.

Those last two carry a trap. If your corporation has more than one class of stock outstanding, the board cannot unilaterally split shares or change par value. Those changes affect the relative value between classes and require a shareholder vote.

Amendments Requiring a Shareholder Vote

For anything outside the board-only list, the board proposes the amendment and submits it to shareholders. The board must send shareholders a recommendation to approve the amendment, or, if it chooses not to recommend approval, an explanation of why. The default voting threshold is a majority of the votes entitled to be cast by each voting group with the right to vote.⁵ The articles of incorporation or the board can set a higher threshold, but majority is the floor.

When a Separate Class Vote Is Required

Some amendments force a specific class of shareholders to vote as its own voting group, even when that class otherwise lacks general voting rights. The trigger applies if the amendment would:⁶

Increase or decrease the authorized shares of that class.
Reclassify or exchange shares of that class into another class.
Change the designation, rights, preferences, or limitations of that class.
Create a new class with distribution or dissolution rights equal or superior to that class.
Cancel accumulated but undeclared dividends for that class.
Limit or eliminate preemptive rights of that class.

If you have multiple classes of stock, map out which classes are affected before scheduling a vote. Getting the voting groups wrong can invalidate the amendment.

How to File

Filings go to the Georgia Secretary of State through the online portal at ecorp.sos.ga.gov. For a straightforward name change, the system generates the document from your inputs. For any other amendment, you draft the articles of amendment yourself following the statutory requirements and upload them through the “Submit Paper Filings Online” option.⁷ Payment happens during submission.

The total cost is $30: a $20 filing fee and a $10 service charge, both mandatory regardless of filing method.¹

Expedited Processing

If you need faster turnaround, three expedited tiers are available on top of the regular $30 cost:⁸

Two business days: $120.
Same day: $275. The filing must be received by noon on a business day; anything after noon rolls to the next business day by noon.
One hour: $1,200. Available on business days between 9:00 a.m. and 4:00 p.m.

Expedited fees are nonrefundable, and the clock runs only during business hours on business days. If a rejected filing comes back, the expedited status does not carry over to the corrected resubmission; you pay again if you want it expedited.

When the Amendment Takes Effect

An amendment takes effect at the date and time endorsed on the document when the Secretary of State files it.⁹ You can specify a delayed effective date, as long as it is no more than 90 days after the filing date. If you set a delayed date without a time, the amendment takes effect at the close of business on that date.

If Your Filing Is Rejected

If the Secretary of State finds the filing incomplete or otherwise deficient, the document comes back with a written explanation. You have 60 days from the date of that notice to correct and resubmit.¹⁰ Meet the deadline and the filing date becomes the date the corrected documents are received. Miss it and the filing is considered abandoned: the Secretary of State destroys the records, and you start over with a new filing and a new fee.

Rejections commonly come from leaving out required information such as the adoption date, omitting the statement about shareholder approval or board-only authority, or submitting a document not properly signed by a corporate officer.

Dissenters’ Rights Rarely Apply

Most amendments do not give shareholders the right to force the corporation to buy back their shares at fair value. For amendments, the right is triggered only when the change reduces a shareholder’s holdings to a fractional share that will be cashed out.¹¹ A routine name change or share increase will not trigger dissenters’ rights. The articles of incorporation, bylaws, or a board resolution can expand the right to cover additional corporate actions, so check your own governing documents if there is any doubt.

After the Amendment Is on File

Filing with the Secretary of State is often not the last step. Depending on what you changed:

If your corporation is registered to do business in other states, an amendment to your Georgia articles (especially a name change or structural change) typically requires a corresponding amendment in each foreign jurisdiction. Operating under a name that does not match your foreign qualification records can create compliance problems and, in some states, can affect your ability to bring lawsuits in that state’s courts.

A corporate name change does not require a new Employer Identification Number as long as the organizational structure stays the same, but you do need to notify the IRS of the new name. Update any state taxing authorities and payroll records as well, because mismatches between your legal name and tax records can delay processing of returns or payments.

Corporations in regulated industries should update any licenses or permits issued under the prior name, and notify banks, insurance carriers, vendors, and contract counterparties. Overlooking these updates will not undo the amendment, but a bank that cannot match a deposit to an account or a licensing board that flags a name mismatch at renewal creates administrative problems that compound over time.

1
Georgia Secretary of State. Corporations Division Filing Fees
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Justia. Georgia Code 14-2-1006 – Articles of Amendment
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Justia. Georgia Code 14-2-120 – Filing Requirements
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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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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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Cornell Law Institute. Georgia Comp. R. and Regs. R. 590-7-25-.04 – Returned Documents
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FindLaw. Georgia Code 14-2-1302 – Right to Dissent