Corporation Charter Amendment and Name-Change Packet

GEORGIA CORPORATION CHARTER AMENDMENT AND NAME-CHANGE PACKET

Classification comes first. Use for a Georgia domestic profit corporation amending its articles of incorporation, including a legal-name change. Do not use a charter amendment merely to change current registered-agent, registered-office, annual-registration, bylaw, assumed-name, tax, merger, or foreign-registration information.

Georgia name-change distinction. Unless the articles provide otherwise, § 14-2-1002 permits the board to change the corporate name without shareholder action. Do not import another state's shareholder-vote rule into a Georgia name change.

Scope gate. Excludes nonprofit, professional, cooperative, regulated, insolvent, disputed-control, defective-corporate-act, merger, conversion, and judicial-amendment matters unless Georgia counsel supplies the correct route.

Keep any internal bylaw change separate and cross-reference the universal amendment to bylaws.

1. CORPORATION AND CHANGE INTAKE

Business reason: [____________________________________________________________]

Contracts, financing, equity plans, tax, licenses, or foreign registrations affected: [____________________________________________________________]

Before approval:

☐ Obtain the current articles, amendments and restatements, bylaws, stock ledger, voting agreements, class/series terms, board records, and Secretary of State record.

☐ Confirm the proposed provision would be required or permitted in articles effective on the amendment date, or that the deleted provision is no longer required.

☐ Identify lender, investor, contract, permit, trademark, tax, regulatory, exchange, and foreign-qualification consents or workplans.

2. FILING CLASSIFICATION

Board-only categories under § 14-2-1002

Unless the articles provide otherwise, the board may act without shareholders to:

☐ extend duration where limited duration was formerly required;

☐ delete initial director, registered-agent/office, incorporator, or initial principal-office information when the section's conditions are satisfied;

☐ make a qualifying whole-share increase for a corporation with only one outstanding class;

☐ change or eliminate par value for a corporation with only one outstanding class;

☐ change the corporate name; or

☐ make another change expressly authorized without shareholder action.

Record the exact category, articles review, and supporting facts: [________________________].

3. APPROVAL GATE

Route A — no shares issued under § 14-2-1005

☐ Incorporators or the board adopted the amendment before any shares were issued.

☐ Any material change and nonassenting subscriber rescission issue was reviewed.

Route B — board-only amendment under § 14-2-1002

☐ Articles do not prohibit or alter the selected board-only route.

☐ Board adopted the complete amendment text.

☐ The selected statutory category and all factual conditions are documented.

Route C — board and shareholder amendment under § 14-2-1003

☐ Board proposed the amendment for submission to shareholders.

☐ Board transmitted its recommendation to approve, unless conflicts of interest or other special circumstances caused it to transmit the basis for refraining from a recommendation or recommending rejection.

☐ Each shareholder entitled to vote received meeting notice stating that amendment consideration was a purpose and containing the amendment or a summary.

☐ Unless the Code, articles, or board submission condition requires more, each voting group entitled to vote approved by a majority of votes entitled to be cast on the amendment.

Separate voting groups under § 14-2-1004

Test every class and series, including a class or series described as nonvoting. Separate voting rights can arise from changes to authorized shares, exchanges or reclassifications, rights or preferences, share numbers, senior or substantially equal classes, preemptive rights, accumulated distributions, cancellations, redemptions, or repurchases.

Board resolution

The board has reviewed the current articles, proposed amendment, approval requirements, class rights, name and trademark risks, contracts, permits, and implementation workplan.

RESOLVED, that the board adopts the following proposed amendment:

Current provision or identifier: [________________________________]

Action: ☐ add ☐ alter ☐ delete

Complete amended or added text:

[____________________________________________________________]

RESOLVED, that the amendment: ☐ is board-only under § [CITE]; ☐ was adopted before shares were issued; or ☐ will be submitted to shareholders with every required voting-group analysis;

RESOLVED, that [NAME / TITLE] may sign and file the approved articles only after all conditions are satisfied;

RESOLVED, that the board may abandon a shareholder-approved amendment before effectiveness under § 14-2-1003(f), with a timely Secretary of State statement if articles were already filed.

4. NAME AND AMENDMENT TEXT CHECK

Proposed legal name: [________________________________]

☐ Georgia entity-name records checked on [__/__/____].

☐ Required corporate designation and any restricted-word approval checked.

☐ Trademark, assumed-name, domain, licensing, financing, contract, and foreign-jurisdiction conflicts separately reviewed.

A name search or reservation is a dated administrative check, not a guarantee of filing acceptance or legal rights.

5. ARTICLES OF AMENDMENT — § 14-2-1006

☐ Form CD 100 used only for a name-change amendment; other amendments are drafted to satisfy § 14-2-1006.

☐ Filing statements match the actual approval record.

☐ Amendment and implementing text are complete and internally consistent.

☐ Current filing fee, paper service charge, online workflow, signature rules, and delayed-effectiveness limit rechecked immediately before filing.

As of the current CD 100 instructions revised September 2025, the filing fee is $20, with an additional $10 service charge for paper filing. Those amounts are dated filing facts, not permanent terms.

6. NAME-CHANGE PUBLICATION — § 14-2-1006.1

For a corporate name change, deliver the publication undertaking with the articles. No later than the next business day after delivering the articles, send the statutory request and payment to a qualifying newspaper for the county of the registered office.

☐ Registered-office county and qualifying newspaper confirmed.

☐ Request identifies the present name, proposed name, and registered-office address in substantially the statutory form.

☐ $40 publication payment accompanies the request.

☐ Request sent no later than the next business day after delivery of the articles.

☐ Proof that notice ran once a week for two consecutive weeks, beginning within ten days after newspaper receipt, retained.

Do not send the newspaper publication notice to the Secretary of State. Form CD 100 carries the filing certification; the request and payment go to the newspaper.

7. RESTATED ARTICLES OPTION — § 14-2-1007

The board may restate the articles with or without shareholder action. A restatement that includes an amendment requiring shareholder approval must satisfy § 14-2-1003.

☐ Restatement only: board adopted one complete integrated text with no new shareholder-required amendment.

☐ Restatement with amendment: every new amendment followed its required approval route.

☐ Filing states the corporate name, full restated articles, and the required adoption or approval information.

☐ Accepted restated articles will supersede the original articles and every prior amendment.

8. FILING, EFFECT, AND IMPLEMENTATION

☐ Accepted filing, receipt, resolutions, notices, vote record, publication proof, and final articles text retained.

☐ Rejection corrections remain within approved authority; material changes return for renewed approval.

☐ Minute book, operative articles, stock ledger, capitalization table, certificates, equity plans, and authority records updated.

☐ Banks, insurers, contracts, lenders, landlords, vendors, customers, payroll, benefits, tax agencies, licenses, permits, assumed names, and foreign registrations reviewed for separate notice, consent, or amendment.

Under § 14-2-1009, an amendment does not affect existing corporate causes of action, proceedings, or nonshareholder rights. A legal-name change does not abate a proceeding brought by or against the corporation in its former name.

Use transition language where appropriate: [NEW NAME], formerly known as [OLD NAME].

9. COMPLETION CERTIFICATE

The undersigned confirms that the filing was correctly classified; the current articles, bylaws, and equity records were reviewed; every required incorporator, board, shareholder, voting-group, contractual, and regulatory approval was documented; any name-change publication was completed; the accepted filing is retained; and conforming updates are complete or assigned.

Authorized officer: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• Public-domain O.C.G.A. release 86 — Title 14 (November 2022 baseline)
• Georgia Secretary of State — Form CD 100, Name Change for Profit Corporation
• Georgia Secretary of State — Georgia Business Forms
• Georgia Secretary of State — Business Division FAQ
• Georgia Governor — signed SB 148 (Act 260, 2023), limited to nonprofit Chapter 3 and conforming provisions

Verified 2026-08-25. The November 2022 O.C.G.A. baseline was bridged through section-by-section post-2022 bill sweeps. No enacted amendment to §§ 14-2-1001 through 14-2-1009 or § 14-2-1006.1 was found. Recheck the current form, fees, online workflow, publication route, and later legislation immediately before use.