Corporation Name Change
How is a
corporation’s name changed?
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.
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
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.