Corporation Name Change

How is a corporation’s name changed?

A corporation’s name is changed by filing an amendment to the Articles of Incorporation. The name change amendment may be adopted by the corporation’s board of directors, unless its articles of incorporation require that the name change be adopted by the corporation’s shareholders. Articles of amendment should be drafted pursuant to O.C.G.A. 14-2-1006.

Articles of amendment to change the corporate name must state:

1) the name of the corporation (old name),

2) the text of the amendment (new name),

3) the date the amendment was adopted,

4) that the amendment was adopted by vote of the board of directors without shareholder approval in that shareholder approval was not required (unless the amendment was approved by the shareholders; in that event, 4) that the amendment was approved by vote of the shareholders), and

5) that publication of “Notice of Change of Corporate Name” has (or will be) published pursuant to O.C.G.A. 14-2-1006.1(b).

Any currently due annual registrations must be filed before the articles can be amended.

The fee for filing articles of amendment is $20.

The articles of amendment should be signed by either the chairman of the board of directors, an officer, or the attorney for the corporation. The signer should state, beneath the signature, the capacity in which he or she is signing. The signature need not be notarized.

The original and one copy of the articles of amendment, and a $20 filing fee payable to “Secretary of State,” should be mailed to: Corporations Division, 315 Floyd West Tower, #2 Martin Luther King, Jr. Drive, Atlanta, GA 30334.

The amendment is effective the date the articles are received by the Secretary of State unless a post-effective date is specified in the articles. A certificate of amendment should be returned to filer within three business days of receipt of the articles.

The publication notice required by O.C.G.A. 14-2-1006.1(b) is sent directly to the publisher by the corporation. The $40 publication fee is paid directly to the newspaper.

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