Corporation Charter Amendment and Legal-Name-Change Requirements in Georgia

At a glance

Requirements one by one

Georgia treats a legal-name change as a board-only amendment by default

O.C.G.A. §§ 14-2-1001 through 14-2-1003 govern amendment authority and the ordinary approval sequence. Section 14-2-1002 expressly lets the board “change the corporate name” without shareholder action unless the existing articles say otherwise. That exception does not turn every charter change into a board-only act. For an amendment that needs shareholders, § 14-2-1003 uses a board proposal followed by shareholder approval.

The new name must use an approved corporate designator, remain distinguishable on the Secretary of State's records, avoid implying a purpose outside the corporation's articles, and stay within the 80-character limit in § 14-2-401. Name clearance is only a filing determination; the statute says issuance does not decide the name's commercial availability.

Before shares issue, either the incorporators or the board may amend

Section 14-2-1005 ends its special route when the corporation issues shares. Before that point, the incorporators or board may adopt the amendment. A material pre-share change also gives a nonassenting subscriber the statutory right to rescind the subscription.

Shareholder amendments use a majority-of-all-entitled-votes denominator

The board normally transmits a recommendation, but it may explain why a conflict or special circumstance supports no recommendation or a recommendation against the amendment. It may condition submission or effectiveness and may abandon the amendment before it becomes effective. If abandonment follows filing but precedes a delayed effective time, § 14-2-1003(f) requires an abandonment statement filed before effectiveness.

Meeting notice arrives 10 to 60 days before the meeting and must include a copy or summary of the amendment. The default voting-group quorum under § 14-2-725 is a majority of votes entitled to be cast. The approval test is separately a majority of all votes entitled to be cast on the amendment by each voting group, not merely a majority of votes actually cast.

O.C.G.A. §§ 14-2-704 through 14-2-705 supply the consent and meeting-notice rules. Section 14-2-704 defaults written consent to all shareholders entitled to vote. The articles may instead authorize consent by the minimum meeting threshold. When less than all act, the corporation must send the required material and notice to nonparticipating voting shareholders within ten days.

Affected nonvoting shares can gain a separate vote

O.C.G.A. §§ 14-2-1004 through 14-2-1006 cover voting groups, the pre-share route, and filing contents. Section 14-2-1004 lists the class changes that trigger a separate voting group, including share-number, exchange, reclassification, preference, senior-class, preemptive-right, accumulated-distribution, cancellation, redemption, and repurchase changes. A similarly affected series can vote separately, and the statute grants the vote even when the articles call the shares nonvoting.

Ordinary amendment appraisal is much narrower. The rule in § 14-2-1302 identifies a cash acquisition of a fractional share created by an amendment and also honors rights granted by Article 9, the articles, bylaws, or a board resolution. Its national-exchange or more-than-2,000-record-holder limitation can remove the right unless the stated exception applies.

The filed articles must disclose both the change and its approval route

Section 14-2-1006 requires the current corporate name, each amendment's text, any needed implementation terms for an exchange, reclassification, or cancellation, the adoption date, and a statement identifying the no-shareholder or shareholder-approval route. Current Form CD 100 is optional and limited to a profit-corporation name change; separately drafted articles may follow the statute.

Under § 14-2-120, the chair, president, another officer, a qualifying incorporator, or a court-appointed fiduciary may sign, and an attorney-in-fact may execute the document. The signer states name and capacity. A seal, secretary attestation, acknowledgment, verification, or proof is optional.

The statutory fee under § 14-2-122 is $20. Current Form CD 100 states a $30 paper payment after its $10 service charge and also identifies online filing. An accepted filing ordinarily takes effect at the endorsed filing time, but § 14-2-123 permits a delayed time and date no more than 90 days after filing.

Agent, correction, bylaw, and restatement filings solve different problems

A registered-agent or registered-office change goes through an amendment to the annual registration under § 14-2-502, not through a substantive charter amendment. Articles of correction under § 14-2-124 address an incorrect statement or defective execution; they do not supply the approval for a new substantive change. Bylaws use the separate authority in § 14-2-1020.

The board may restate the articles with or without shareholder action under § 14-2-1007. An amendment embedded in the restatement still needs whatever approval that amendment requires. Once filed, duly adopted restated articles supersede the original articles and all prior amendments.

What trips people up

Georgia's publication step follows the name-change filing package. O.C.G.A. § 14-2-1006.1 requires an undertaking delivered with the articles, followed no later than the next business day by a $40 request to the qualifying newspaper in the county of the registered office. The notice runs weekly for two consecutive weeks, starting within ten days after the newspaper receives it. The statute says a failure to send or publish the notice does not invalidate the filed articles or the name change, but that savings clause does not erase the stated duty.

Do not use the board-only name rule as a proxy for a recapitalization. A change to share rights or classes can require both the general shareholder vote and a separate vote by affected shares that otherwise have no vote.

Common questions

Does changing the legal name end a lawsuit under the old name?

No. Section 14-2-1009 says a name amendment does not abate a proceeding brought by or against the corporation in its former name.

Must Georgia articles of amendment be notarized?

No general notarization requirement appears in § 14-2-120. The statute says an acknowledgment, verification, or proof may be included but is not required.

Can a corporation use a trade name instead of amending its legal name?

A trade name is a different route. Section 14-2-401 says the Business Corporation Code's corporate-name provisions do not control fictitious or trade names; using one does not itself amend the filed articles.

Statutes and sources

The frontmatter quotes O.C.G.A. §§ 14-2-120, 14-2-122 through 14-2-124, 14-2-401, 14-2-502, 14-2-704 through 14-2-705, 14-2-725, 14-2-1001 through 14-2-1007, 14-2-1009, 14-2-1020, and 14-2-1302 from the state-authorized Code Revision Commission/Public.Resource.Org release, plus current Secretary of State Form CD 100. Each source URL and access date appears with its quote.