How to Amend Articles of Incorporation in Georgia (2024) (original) (raw)

Amend Georgia Articles of Incorporation

Amending the Articles of Incorporation in Georgia is required if you make any changes to your formed corporation. An amendment is a process through which you report the structural or any change in your corporation to the Georgia Secretary of State. To do so, you are required to follow a few simple steps. You need to get the amendment form, enter the details of the changes, and submit it to the appropriate address along with the amendment fee.

In this article, we have shared the process in detail. You will learn how to amend Georgia Articles of Incorporation in easy steps. It will be helpful for you if you read the article till the end.

What is the Georgia Articles of Incorporation?

The Georgia Articles of Incorporation is a legal document that you need to file with the Secretary of State while registering your corporation in Georgia. It is similar to the Articles of Organization you file while creating an LLC in Georgia. If you already own a corporation in Georgia, you must know what the Articles of Incorporation is. However, those who are not aware of this document can get all the required details from this page. The Articles of Incorporation is a set of papers that have all the information regarding your corporation and are filed with the Secretary of State. You must pay the filing fees to register your Articles of Incorporation.

This document has information related to your corporation. Details like the name of the corp, principal address, Georgia Registered Agent details, corporation structure, directors, shareholders, and signature of the incorporators should be mentioned in the document. An online or offline form mentioning these details should be filed with the SOS at the time of forming your corporation. You must pay the filing fee to the state online or by check.

Like forming an LLC, for the corporation, it takes some time to form your business in Georgia after filing the documents. You can expedite the filing process by paying additional money over the filing fees.

It is good to make changes in your Articles of Incorporation. When you change anything, specifcally the name, it brings good and bad effects to the company. Make sure the name change does not affect your revenue or status adversely.

– LLCBuddy Editorial Team

How to Amend the Georgia Articles of Incorporation

There are three main steps to file your amendment to the Georgia Articles of Incorporation. Before you proceed with the steps of filing the form, you must know what changes you can make in your corporation and what changes you cannot. Let’s start with the first step and some related information,

Step 1: Determine What Changes You Need in Georgia Corporation

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Updating your Articles of Incorporation periodically can be beneficial by making necessary changes. However, frequent alterations in structure or name may not be advisable. The first step involves determining which changes are needed and assessing their potential impact. Modifying aspects of your existing business can affect your revenue or client relationships, so it’s crucial to carefully consider whether the changes are truly necessary and what consequences they may bring.

An up-to-date Articles of Incorporation reflects the current status of a corporation in Georgia. The key elements of your updated Articles of Incorporation may include the advantages of being a Registered Agent, the company’s contact information, and the process for receiving legal notices, among other details.

Step 2: Review the Changes You Made in the Articles of Incorporation

The subsequent step involves reviewing the changes. The Georgia Secretary of State may request additional supporting documents based on the modifications made to your corporation. After finalizing the changes, you can proceed to draft the Georgia corporate amendment. Consult with the SOS to determine if any other documents need to be submitted. For instance, if you are changing the business name, you might be required to submit a name change/reservation form along with the Georgia Corporate Amendment form.

What Can Be Changed in Articles of Incorporation

It is not easy to change things in your business. Besides, there are some restrictions in changing things in your corporation in Georgia. There are things you can change, but there are things that you cannot change. I have mentioned a few points in this article that you can change above, such as the name, statement of purpose, and the number of shares issued. Now, there are things that you cannot change in the Articles of Incorporation.

What Can not Be Changed in Georgia Corporate Amendment?

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If you started a corporation in Georgia, you must initially have appointed a Registered Agent. You cannot change the initial registered agent in the Articles of Incorporation Corporate Amendment. You can change it using other methods and forms available in the Georgia SOS.

Another point is the initial mailing address of your corporation cannot be changed in the Georgia Corporate Amendment. In this case, you can change it through other methods requiring different forms.

The third point is the initial directors who formed the corporation in Georgia. The details of the initial directors cannot be changed in the Georgia Corporate Amendment. There is no other way to change the directors’ details.

Step 3: File the Georgia Corporate Amendment

Finally, file the Georgia Corporate Amendment with the Secretary of State by the methods (online or offline) available. You must go through the filing process mentioned on the SOS official website before you start the filing process. You must pay the state fees for filing the Georgia Corporate Amendment.

If you are in Georgia and have formed an LLC, you must file the Articles of Amendment in Georgia with the SOS if you make any changes to the limited liability company.

Why Amend Articles of Incorporation in Georgia?

There can be several reasons why you make changes to your corporation. A business runs based on diverse components. From economic conditions to internal structures (shareholders and directors), the corporation can change many times in its life based on external or internal reasons.

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Change of Georgia Corporation Name: The name of the corporation does not often change because it is the primary identity of any business. Sometimes, a spelling or the entire name requires to be changed for many reasons. In that case, the corporation has to file the amendment with the SOS mentioning the old and new names. They have to submit the business name change form with the amendment form.

Change of Statement of Purpose: This is a document where you explain the purpose of your corporation. The purpose says that you are involved in legal and lawful activities through your business. If you are having a nonprofit, you must have a community purpose. If you change that purpose, you must file the amendment. If you change the nature of the business or the purpose of the corporation overall, then you must file an amendment.

Change in Numbers of Stocks and Shares: Finally, if you change the number of shares or stock issues in your company, then you must amend it. It can be reduced or increased if you decide to remove or add a shareholder/partner to the corporation. In that case, it must be amended with the SOS.

Penalties for Not Filing the Amendment in Georgia

Now, one question arises when we talk about filing the amendment what happens if you don’t amend the Georgia Articles of Incorporation? The answer is simple. You might have to pay heavy penalties if you do not file it. Besides, you may lose existing clients as they may not be interested in continuing to work with your company.

They might cancel the existing contract; you might lose the bank loan or advance opportunities, or you may lose the business bank accounts for not complying with the amendment filing requirements. Hence, it is highly recommended to amend the Georgia Articles of Incorporation.

FAQs

How do I amend Georgia Articles of Incorporation?

To amend Georgia Articles of Incorporation, you must file articles of amendment with the Georgia Secretary of State.

What information do I need to include in the articles of amendment?

You need to include the name of your corporation, the current articles provision that you are amending, the text of the new provision, and a statement that the amendment was approved by the board of directors and shareholders.

Can I use the same form to amend different provisions of the articles?

No, you must file a separate articles of amendment for each provision that you are amending.

Is there a fee to file articles of amendment in Georgia?

Yes, there is a filing fee to amend Georgia Articles of Incorporation, which may vary depending on the specific changes you are making.

How long does it take for the amendment to be processed?

The processing time for amending Georgia Articles of Incorporation can vary, but it typically takes 7-10 business days.

What happens after the articles of amendment are filed?

Once the articles of amendment are filed and approved, the changes to your articles of incorporation will be legally effective.

Do I need to notify anyone else about the amendment?

No, once the articles of amendment are filed with the Georgia Secretary of State, there is no need for further notification.

Can I make amendments to my articles of incorporation without shareholder approval?

It depends on the specific provisions in your articles and Georgia law. In some cases, board approval may be sufficient.

Can I use the same form to amend my articles of incorporation and file reports with the Georgia Secretary of State?

No, you must use the specific form for amending Georgia Articles of Incorporation.

What is the deadline for filing articles of amendment in Georgia?

There is no specific deadline for filing articles of amendment in Georgia, but it is recommended to do so promptly after the decision to amend is made.

Can I amend my Georgia Articles of Incorporation online?

Yes, you can file articles of amendment online through the Georgia Secretary of State’s website.

Can I make changes to the purpose of my corporation through articles of amendment?

Yes, you can amend the purpose clause in your Georgia Articles of Incorporation through articles of amendment.

Can I amend the name of my corporation through articles of amendment?

No, to change the name of your corporation in Georgia, you need to file a separate document such as Articles of Amendment Name Change.

Can I see a sample of articles of amendment form for Georgia?

You can find a sample of articles of amendment form for Georgia on the Georgia Secretary of State’s website.

Can I download the articles of amendment form for Georgia from the internet?

Yes, you can download the articles of amendment form from the Georgia Secretary of State’s website.

Can I amend the registered agent information in my articles of incorporation?

Yes, you can amend the registered agent information in your Georgia Articles of Incorporation through articles of amendment.

Can I change the principal office address through articles of amendment in Georgia?

Yes, you can change the principal office address in your Georgia Articles of Incorporation through articles of amendment.

Can I remove a director or officer through articles of amendment?

No, the removal of a director or officer would require following the procedures outlined in your corporation’s bylaws and Georgia corporate laws.

Can I add a director or officer through articles of amendment?

No, the addition of a director or officer would not typically be done through articles of amendment, but rather through board resolutions and meeting minutes.

Can I amend the voting rights of shareholders through articles of amendment?

Yes, you can amend the voting rights of shareholders in your Georgia corporation through articles of amendment.

Can I amend the powers and responsibilities of the board of directors through articles of amendment?

Yes, you can amend the powers and responsibilities of the board of directors in your Georgia corporation through articles of amendment.

Can I amend the dissolution provisions of my corporation in Georgia through articles of amendment?

Yes, you can amend the dissolution provisions of your Georgia corporation through articles of amendment.

Can I amend the stock issuance provisions in Georgia through articles of amendment?

Yes, you can amend the stock issuance provisions in your Georgia corporation through articles of amendment.

Can I amend the indemnification provisions for directors and officers in Georgia through articles of amendment?

Yes, you can amend the indemnification provisions for directors and officers in your Georgia corporation through articles of amendment.

Can I amend the financial reports requirements in Georgia through articles of amendment?

Yes, you can amend the financial reports requirements in your Georgia corporation through articles of amendment.

Can I amend the bylaws of my corporation in Georgia through articles of amendment?

No, the bylaws of a corporation are a separate document and must be amended according to the procedures outlined in the bylaws themselves.

Can I amend the stock split provisions in Georgia through articles of amendment?

Yes, you can amend the stock split provisions in your Georgia corporation through articles of amendment.

Can I amend the duration or existence of my corporation in Georgia through articles of amendment?

Yes, you can amend the duration or existence of your Georgia corporation through articles of amendment.

Can I amend the registered agent’s address in Georgia through articles of amendment?

Yes, you can amend the registered agent’s address in your Georgia corporation through articles of amendment.

How do I amend my Georgia Articles of Incorporation?

To amend your Georgia Articles of Incorporation, you must file Articles of Amendment with the Georgia Secretary of State.

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In Conclusion

Amending the Georgia Articles of Incorporation may not involve numerous steps, but the process can be more complex than it appears. It’s crucial to carefully consider any changes to ensure they do not negatively impact your business or client relationships. Before proceeding with modifications and amendments, it is advisable to consult with an attorney or legal professional for guidance.

Due to the complicated structure, forming a corporation in Georgia might be difficult. However, after forming the corporation, managing it seems to be more difficult for many people. A frequent change may or may not occur. But, every time you make a change, you must file the amendment with Georgia SOS. It is also suggested that you do not make changes frequently as it may affect your brand in a reverse way.