Understanding when and why to amend your Articles of Organization or Articles of Incorporation in Georgia is crucial for maintaining business compliance and adaptability. Delve into our guide below to master the amendment process effectively and ensure your business’s success.
When it comes to life, the only constant is change, and businesses are no different. If you own and run a Georgia limited liability company (LLC) or corporation, state law requires that you update their records whenever you make certain changes to your business. This means amending your Articles of Organization or your Articles of Incorporation by filing the Articles of Amendment. If this seems overwhelming, don’t worry: We’re here to help. Below, we describe the process of filing an amendment for a Georgia LLC or corporation, why you may need to do so, and how we can help.
In this section, we’ll cover the steps to file an amendment for a Georgia LLC. If you’re making a change for a corporation, keep scrolling to the section titled, “Amending a Georgia Corporation Articles of Incorporation.”
In Georgia, when you file the Articles of Organization with the Secretary of State, you’ll formally create your LLC. This form includes a variety of basic information about your LLC:
You have the option to include additional provisions in the LLC’s Articles of Organization.
If you need to change any of this information, odds are you’ll need to file the Articles of Amendment.
Georgia allows you to draft your own Articles of Amendment to change any provision you set out in your original Articles of Organization. This could include your business name, your registered agent information, and so on. As long as state law allows for a provision to be included in the Articles of Organization, then you can change them in your Articles of Amendment.
Since Articles of Organization are public record, if you make changes, update, or add to them, you must inform the state for contact purposes. Your registered agent’s information must also be current in the event the LLC needs to be served legal papers or receive other important correspondence. Finally, the State of Georgia requires Articles of Organization to be up to date for compliance and auditing purposes.
Failure to keep current Articles of Organization will prevent you from getting a Georgia Certificate of Existence, also known as a Certificate of Good Standing, from the state. This certificate is necessary for a variety of important business activities, such as opening a bank account and applying for a loan. Some companies or individuals may ask for a certificate before entering into a business relationship with your LLC. Ultimately, if you aren’t able to get a Certificate of Existence you may be limiting your LLC’s growth.
Once you’ve decided what information you’re going to change, take some time to ensure that you’ve got all the information on hand, and ensure that it’s correct. Having correct, thorough information will help streamline the filing process.
Georgia accepts the Articles of Amendment form through the Secretary of State. At the time of this writing, the filing fee is $20 (plus a $10 service fee if using a paper filing). But there are a few things to be aware of when you’re filing.
For starters, the state provides a base Articles of Amendment form, but the only change it covers is a name amendment. If you have other terms you need to address, then you’ll need to draft your own articles (in some cases, you can just change this information when you file your annual registration). Either way, you’ll need to submit your amendment the Secretary of State along with the filing fee. Once the form is processed, your amendment will go into effect.
Need to amend your formation documents as a Georgia corporation? This section has you covered.
Unlike many states, Georgia doesn’t actually provide a pre-set Articles of Incorporation form for you to fill in. Instead, you’ll need to draft your own. Typically, corporations include the company name, the number of shares the corporation can issue, the address of the registered office, the name of the registered agent, the company’s mailing address, a name and address for each incorporator, and an incorporator’s signature. That said, some corporations might include additional provisions.
No matter what you’ve included in your original Articles of Incorporation, you’ll need to file the Articles of Amendment if you’re going to change any of the information listed in it.
There’s a variety of information that you can change using an amendment, from your business name or your purpose, or something else. In short, you can change any provision that’s permissible by Georgia state law.
Deciding what needs to change before you start the filing process will help streamline your filing process.
Now’s the time to assemble the data points that you’ll need to change in your amendment. Since Georgia required you to draft your own Articles of Incorporation, you’ll want to consult the wording of your original articles, too. That way you can ensure your amendment fills meets the need you’re trying to fulfill. For example, if you’ll be changing your purpose statement, you’ll want to get the wording right.
If you’re changing other information, such as your business address or your name, now’s the time to make sure you have the right details, spellings, and so on. Finally, you’ll want to assemble information about how and when the amendment was approved by your shareholders.
Finally, it’s time to draft and file your Articles of Amendment with the Secretary of State. Depending on the changes you need to make, there are a couple ways to do this.
If you’re just changing your corporation’s name, you can use Form CD 100 provided by the state. For other changes, you’ll need to draft your own Articles of Amendment, or you’ll need to file your annual registration or amend your annual registration instead (more about this later).
If the change you’re making requires you to file the Articles of Amendment, the filing fee is $20 at the time of this writing (plus a $10 service fee if filing a paper form). You’ll submit this form to the Secretary of State, and once it’s processed, your amendment will go into effect.
If you want to completely redo your Articles of Organization or your Articles of Incorporation, you can restate them by filing Restated Articles of Organization or the Restated Articles of Incorporation. The Secretary of State doesn’t provide a form for restated articles, so you must create your own document and include the company’s name, the date of formation, and the provisions you want to restate.
Submit the document to the Secretary of State, Corporations Division either online, in person, or by mail. Check the fee schedule for the latest filing fee.
If your LLC or corporation’s formation documents contain incorrect information or were defectively executed (for example, an unauthorized person signed the articles), then you can correct the document by filing Articles of Correction. There is no form, so you must prepare your own document and include the following information:
The Articles of Correction may be delivered to the Secretary of State by mail, in person, or online.
Unlike some states, Georgia actually allows you to update some of your business’s information on your annual registration (i.e., when you file your annual report). The registration allows you to change basic business facts like your business address, your registered agent’s address, and similar items. You can’t use this registration to make larger-scale changes like changing your business name or your stated business purpose.
The advantage of using this form is that you’ll need to submit an annual registration anyway, and it’s a pretty straightforward filing, too. If your filing period for the annual registration has passed, keep in mind that you can file an amended annual registration instead.
If your LLC or corporation’s Articles of Organization contain incorrect information or were defectively executed (for example, an unauthorized person signed the articles), then you can correct the document by filing Articles of Correction. There is no form, so you must prepare your own document and include the following information:
The Articles of Correction may be delivered to the Secretary of State by mail, in person, or online.
Georgia has different requirements for each change you want to make to your LLC or corporation. It’s important to create and file the correct document with the state. Let us help with some of the paperwork. If you only need help filing the Articles of Amendment, we have an amendment filing service just for that.
If the deadlines and filing requirements seem to slip through the cracks, we have a service for that, too. When you purchase our Worry-Free Compliance service, we will send you reminders, file up to two yearly amendments, and help you get back on track if you lose good standing with the state. Wherever you are in the process, we have the support you need to grow your business.
No, you don’t need an attorney to amend your Articles of Organization or Articles of Organization in Georgia. However, if you have questions about the effect of a Georgia amendment, you may want to speak with a business lawyer.
Georgia’s Articles of Amendment form is only for changing the LLC or corporation’s name. However, you may amend your formation documents in any manner permitted by law by preparing your own document.
No. The annual registration is a legal requirement for all LLCs and corporations in Georgia and signifies that the entity is in existence. It’s also a means for changing officer, registered agent, or business address information.
Processing times vary depending on the Corporations Division’s workload and the time of year. Once the state receives an online filing, they typically process it within seven to ten business days. Paper filings submitted in person or by mail generally take 15 days to process.
Once you file your amendment, the Corporations Division will send you a confirmation email. This is why it’s important to include a current and valid email address on the Articles of Amendment form.
Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
Written by Team ZenBusiness
ZenBusiness has helped people start, run, and grow over 700,000 dream companies. The editorial team at ZenBusiness has over 20 years of collective small business publishing experience and is composed of business formation experts who are dedicated to empowering and educating entrepreneurs about owning a company.
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