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

To file a certificate of amendment in Georgia, a corporation submits articles of amendment to the Secretary of State’s Corporations Division and pays $30 total ($20 filing fee plus a $10 service charge). Before filing, the board of directors must adopt the amendment, and for most changes shareholders must approve it too. If the amendment changes the corporation’s name, a separate newspaper publication is required within one business day of filing.

What Articles of Amendment Actually Change

Georgia law lets a corporation amend its articles of incorporation at any time to add, change, or remove provisions, so long as the change would be allowed if the articles were being filed fresh today.1Justia. Georgia Code 14-2-1001 – Authority to Amend Typical amendments change the corporate name, alter the number or classes of authorized shares, update the stated business purpose, or modify provisions about director liability or governance.

Not every corporate change belongs on this form. Changes to your registered agent, registered office address, or corporate officers go through the annual registration filing (or an amended annual registration for the current year), not through articles of amendment.2Georgia Secretary of State. Business Division FAQ Filing the wrong document wastes the fee and the processing time, so confirm which form fits your situation before you start.

Who Has to Approve the Amendment

Georgia lets the board of directors adopt certain amendments on its own. Unless the articles say otherwise, the board can unilaterally:3Justia. Georgia Code 14-2-1002 – Amendment by Board of Directors

  • Change the corporate name.
  • Delete 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.
  • Extend the corporation’s duration if it was originally incorporated when Georgia required a limited duration.
  • Increase the shares of an outstanding class into a greater number of whole shares, if only one class is outstanding.
  • Change or eliminate the par value of a class of shares, again if only that class is outstanding.
  • Make any other change the Georgia Business Corporation Code specifically allows without shareholder action.

Everything else requires a shareholder vote. The board proposes the amendment and submits it to shareholders with a recommendation to approve, or a statement explaining why it is withholding a recommendation or recommending against.4Justia. Georgia Code 14-2-1003 – Amendment by Board of Directors and Shareholders The default approval threshold is a majority of the votes entitled to be cast by each voting group with the right to vote. Your articles, or the board, can set a higher threshold.

Amendments affecting a particular class of shares get extra scrutiny. Shareholders of that class vote as a separate voting group when the amendment would increase or decrease their authorized shares, reclassify their shares, create a new class with equal or superior distribution or dissolution rights, cancel accumulated but undeclared dividends, limit preemptive rights, or redeem shares of the class.5Justia. Georgia Code 14-2-1004 – Voting on Amendments by Voting Groups With multiple classes outstanding, an amendment may need separate majority votes from each affected class rather than a single majority overall.

What the Filing Must Contain

Georgia law spells out the required contents of articles of amendment delivered to the Secretary of State:6Justia. Georgia Code 14-2-1006 – Articles of Amendment

  • The corporation’s current legal name on file with the Secretary of State.
  • The exact text of each amendment being adopted.
  • Implementation details, if the amendment involves exchanging, reclassifying, or canceling issued shares and the amendment text does not already explain how that happens.
  • The date each amendment was adopted.
  • An authorization statement: either that the board or incorporators adopted the amendment without shareholder action (and none was required), or that shareholders approved it in accordance with O.C.G.A. 14-2-1003.

The authorization statement has to match what actually happened. If shareholder approval was legally required but the filing claims board-only adoption, the Secretary of State may reject it, and even a filing that slips through can be challenged later.

Fees and Processing Time

The filing fee is $20, and the service charge is $10, for a total of $30 whether you file online or on paper.7Georgia Secretary of State. Corporations Division Filing Fees Paper filings require a check or money order payable to “Secretary of State” and go to the Corporations Division at 2 Martin Luther King Jr. Dr. SE, Suite 313 West Tower, Atlanta, Georgia 30334.8Georgia Secretary of State. Instructions for Completing Form CD 115 Articles of Amendment Online filing runs through the Georgia Corporations Division portal.9Georgia Secretary of State. How to Guide – Online Services

Online filings are generally processed in 7 to 10 business days. Paper filings take roughly 15 business days. Expect longer turnarounds in late December through January and at the end of each quarter (late March, June, and September), when filings surge.2Georgia Secretary of State. Business Division FAQ

An amendment normally takes effect when the Secretary of State processes and files it, but Georgia allows a delayed effective date up to 90 days after filing. If you pick a date without a time, the amendment takes effect at close of business on that date.10Justia. Georgia Code 14-2-123 – Effective Time and Date of Document

Expedited Processing

Three expedited tiers are available on top of the $30 filing cost:11Georgia Secretary of State. Filing Fees and Expedited Processing of Document Filings

  • Two business days: $120.
  • Same day: $275, if received by noon on a business day. Documents arriving after noon are 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 must include the name, email, and phone number of a person authorized to answer questions or make corrections.

The Newspaper Publication Requirement for Name Changes

Changing the corporate name adds a step outside the Secretary of State’s office. The corporation must submit an undertaking, either inside the articles of amendment or in a separate signed letter, promising to publish notice of the name change. No later than the next business day after delivering the articles of amendment, the corporation has to send a publication request and a $40 payment to the appropriate newspaper.12Justia. Georgia Code 14-2-1006.1 – Publication of Notice of Change of Name

The newspaper must be either the official legal organ of the county where the registered office sits or a general-circulation newspaper in that county with at least 60 percent paid circulation. The notice runs once a week for two consecutive weeks, starting within ten days after the newspaper receives the request. The required text follows a specific format that identifies the current name, the new name, and the address of the registered office.13FindLaw. Georgia Code Title 14 – 14-2-1006.1

Failing to publish does not invalidate the name change itself. It does, however, expose the corporation to administrative dissolution proceedings, because failure to publish a required notice under O.C.G.A. 14-2-1006.1 is a listed ground for dissolution.14Justia. Georgia Code 14-2-1420 – Grounds for Administrative Dissolution

Common Reasons Filings Get Rejected

The Corporations Division does not fix errors. A defective filing comes back and you start over, losing any calendar time spent in the review queue. The most avoidable mistakes:

  • Name conflicts. If the proposed name is already taken or reserved, the amendment is rejected. Search the Secretary of State’s business database before filing.
  • Wrong signatory or title. The signer must have authority, and the title has to match what the state expects.
  • Missing required content. Leaving out any element required by O.C.G.A. 14-2-1006, including the adoption date or the authorization statement, causes rejection.6Justia. Georgia Code 14-2-1006 – Articles of Amendment
  • Payment errors. Checks made out to the wrong entity or the wrong amount delay everything. The payee is “Secretary of State” and the amount is $30.
  • Legibility problems. The Corporations Division scans filings, so hard-to-read handwritten forms and poorly scanned uploads get bounced.

Online filing reduces several of these risks because the portal flags obvious omissions before submission. If you file on paper, have someone else review the form. With a 15-business-day processing window, a rejection can burn a month of calendar time.

What Non-Compliance Can Cost You

The Secretary of State can begin administrative dissolution proceedings against a corporation that:14Justia. Georgia Code 14-2-1420 – Grounds for Administrative Dissolution

  • Fails to file its annual registration, with all required fees and penalties, within 60 days after it is due.
  • Goes without a registered agent or office in Georgia for 60 days or more.
  • Fails to notify the Secretary of State within 60 days that its registered agent resigned or that its registered office changed or was discontinued.
  • Fails to publish a required notice under the name-change, incorporation, merger, or dissolution publication statutes.
  • Submits a dishonored payment and does not make good within 60 days of notice.
  • Fails to file required tax returns for more than a year past the deadline.

The Secretary of State mails a notice before dissolving a corporation, and the corporation has 60 days to cure the problem. An administratively dissolved corporation cannot legally transact business, which creates immediate problems for contracts, bank accounts, and pending litigation.

What to Update After the Amendment Is Filed

Filing with the Secretary of State updates only the state’s official record. Nothing else updates automatically. After a name change, plan on updating your Employer Identification Number records with the IRS, notifying your bank, revising business licenses and permits, updating contracts and vendor agreements, and amending any “doing business as” registrations in counties where you operate. After a share-structure change, update the stock ledger, shareholder agreements, and any securities filings so they reflect the new capital structure. Georgia does not require you to restate the full articles after each amendment, though some corporations file restated articles to keep everything in one document rather than making anyone reviewing corporate records piece together the original articles plus each amendment.