LLC Amendment and Legal-Name-Change Filing Requirements in Georgia
At a glance
| Governing law and covered public record | Georgia Limited Liability Company Act, O.C.G.A. Ch. 14-11; amend or restate the public Articles of Organization by filing Articles of Amendment or specifically headed Restated Articles with the Secretary of State (§§ 14-11-101, 14-11-210) |
|---|---|
| Mandatory, permitted, and restatement routes | Articles may be amended in any desired lawful respect; § 14-11-210 states no general later-inaccuracy deadline. Restated Articles may consolidate provisions then in effect or also amend them, and must be specifically designated in the heading (§ 14-11-210) |
| Legal name and availability | Legal-name change uses Articles of Amendment and name-only Form CD 115. Name must use an allowed LLC designator, be distinguishable on the Secretary's records, and be no longer than 80 characters; filing availability does not establish commercial availability (§ 14-11-207) |
| Internal approval and private consents | Default is unanimous member vote or consent for an articles amendment; the articles or a written operating agreement may provide otherwise. Majority member/manager rules govern other matters unless displaced; apply the current documents and any separate private consent (§ 14-11-308) |
| Filing contents and attachments | State the current LLC name, original articles filing date, exact amendment, and any later effective date/time. CD 115 also asks for the control number and new legal name; broader amendments are self-drafted under § 14-11-210. The statute states no approval recital or universal attachment (§ 14-11-210) |
| Signer, filing channel, and fee | A member, a manager of a manager-managed LLC, an organizer if there are no members/managers, a court-appointed fiduciary, or an attorney-in-fact signs and states name/capacity. File online or by paper/upload with the Secretary; statutory amendment fee is $20, and mailed/hand-delivered CD 115 is $30 including the $10 service charge (§§ 14-11-205, 14-11-1101; CD 115) |
| Effective time, delay, and rejection | Effective at filing, a stated filing-day time, or a stated time/date no later than 90 days after filing. The Secretary returns a nonconforming filing with a written reason within 10 days; cure within 30 days can preserve the delivery time (§ 14-11-206) |
| Correction, change, report, and assumed-name alternatives | Use Articles of Correction for an incorrect statement or defective execution, with limited relation back. Agent/office changes use an amended annual registration or agent statement; principal and other annual data use the annual registration. A trade name uses county superior-court registration, not a legal-name amendment (§§ 14-11-209, 14-11-211, 14-11-1103; § 10-1-490) |
| Post-filing records, registrations, and status effect | The Secretary retains the original and returns the filed copy; the LLC keeps its articles and amendments at its principal office. Acceptance changes the Georgia articles only; review tax, license, bank, contract, title, trademark, trade-name, and foreign-registration records separately (§§ 14-11-206, 14-11-313) |
Requirements one by one
Governing law and amendment route
O.C.G.A. §§ 14-11-101(1) and 14-11-204 define the public Articles of Organization and permit them to include a manager-management election and other lawful provisions. Section 14-11-210 calls the change filing Articles of Amendment. It states no general deadline to amend whenever later information changes.
The same § 14-11-210 permits Restated Articles of Organization at any time. They may collect only provisions already in effect or include amendments and must be specifically designated as restated in the heading.
Legal name and availability
O.C.G.A. §§ 14-11-207 through 14-11-208 require an allowed limited-liability-company designator, a name distinguishable on the Secretary of State's records, and no more than 80 characters including spaces and punctuation. Filing availability does not decide commercial, trademark, or trade-name rights. The second section offers a 30-day formation-name reservation, but an existing LLC changes its legal name through Articles of Amendment.
CD 115 is the optional name-only template. A broader amendment is self-drafted under § 14-11-210 rather than forced into the name-change form.
Internal approval and private consents
O.C.G.A. § 14-11-308(a)-(b) makes the default unusually clear: an articles amendment requires unanimous member vote or consent, even when managers operate the business. The articles or a written operating agreement may provide another rule. Apply those current documents to the exact amendment and separately check any lender, investor, regulator, or contract consent; filing signature capacity does not by itself establish internal approval.
Filing contents, signer, channel, and fee
Section 14-11-210 requires the LLC's current name, original articles filing date, exact amendment, and any delayed effective date and time. CD 115 also requests the state control number and the proposed legal name. The statute states no universal adoption recital or attachment.
Under O.C.G.A. §§ 14-11-205 through 14-11-206, a member, qualifying manager, organizer of an LLC with no members or managers, court-appointed fiduciary, or attorney-in-fact may sign. The signer states the signer's name and capacity; an electronically transmitted name may serve as the signature, and the power of attorney is not filed.
The Secretary offers an electronically generated name-change filing and an upload route for a self-drafted amendment or restatement. CD 115 may also be mailed or hand-delivered. Section 14-11-1101 sets the Articles of Amendment base fee at $20; the current paper CD 115 instructions require $30, consisting of the $20 filing fee plus a $10 service charge.
Effective time and rejection
Section 14-11-206 makes the accepted filing effective at filing, at a stated time on the filing date, or at a stated delayed time and date. The delayed date cannot be later than 90 days after filing; if only a date is stated, the record takes effect at close of business that day.
The Secretary returns a refused filing with a brief written reason within ten days. If nonconformance is cured within 30 days after notice, § 14-11-206(d) can preserve the original delivery time. A legal-name filing must also satisfy the § 14-11-207 name rules.
Correction, annual registration, and trade-name alternatives
Section 14-11-211 limits Articles of Correction to a filed document containing an incorrect statement or defective execution. The correction ordinarily relates back, except against a person who relied on the uncorrected document and would be harmed.
An agent or registered-office change uses the amended-annual-registration route in O.C.G.A. §§ 14-11-209(c) and 14-11-1103(a)-(c) and current CD 920 or the applicable agent statement. The annual registration carries current agent, registered-office, and principal-business-address data. An additional trade name instead uses the county filing and publication route under O.C.G.A. §§ 10-1-490(a) and 10-1-492; the latter exempts an LLC only while it does business under its filed legal LLC name.
Accepted filing and company records
Section 14-11-206 requires the Secretary to retain the original and return the filed copy. O.C.G.A. §§ 14-11-1101(a) and 14-11-313(1) respectively state the filing charges and require the LLC to keep its articles and every amendment at its principal office, together with the listed member, voting, operating-agreement, tax, and financial records unless the governing documents provide otherwise.
The accepted amendment changes the Georgia public articles. Review tax accounts, licenses, permits, banks, contracts, property titles, trademarks, county trade names, and foreign registrations through their own records and processes.
What trips people up
- Manager management does not replace the member approval default. Section 14-11-308 requires unanimous members for an articles amendment unless the articles or written operating agreement changes that rule.
- CD 115 is name-only. It is not the form for every lawful articles change; other amendments are drafted under § 14-11-210.
- Correction is not a retroactive amendment shortcut. O.C.G.A. § 14-11-211 is for an originally incorrect statement or defective execution.
- Agent and office data have their own route. Georgia uses an amended annual registration or agent statement instead of making every operational update an articles amendment.
Common questions
Must Georgia LLCs publish a legal-name change?
No. The current CD 115 instructions expressly state that an LLC need not publish a notice of its name change. That differs from the separate county publication rule for a trade name under § 10-1-490.
Can the filing take effect next quarter?
Only if the chosen date falls within § 14-11-206's 90-day limit measured from filing. A later date is outside the statutory delayed-effectiveness window.
Does filing the form prove the members approved it?
No. The Secretary's filing function and the signer's authority are separate from the internal approval rule. Preserve the approval record under the articles, written operating agreement, and § 14-11-308.
Statutes and sources
- O.C.G.A. §§ 14-11-101, 14-11-204 through -211, 14-11-308, 14-11-313, 14-11-1101, and 14-11-1103 — public record, amendment, restatement, name, signer, filing, effectiveness, correction, approval, records, fee, and annual registration. State-authorized public-domain Title 14 text (accessed 2026-08-21).
- O.C.G.A. §§ 10-1-490 and 10-1-492 — county trade-name filing and the legal-name exemption. State-authorized public-domain Title 10 text (accessed 2026-08-21).
- 2026 Georgia H.B. 1268 §§ 14 and 55 — reenactment of the 2025 OCGA statutory text and the act's only direct Title 14 edit. Official signed act (accessed 2026-08-21).
- Georgia Secretary of State — Form CD 115, Online Services guide, and business-forms page (accessed 2026-08-21).
Source links
Every statute quoted above, linked, with the date we checked it.
What does Georgia law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Georgia law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace