The corporations division of the Georgia secretary of state's office manages registrations and filings for all entities authorized to conduct business in the state. All of the information on the types of filings the office accepts, the fee schedule, instructions and an electronic filing system can be found on the state's website. To amend its articles of organization that were previously filed with the state, a limited liability company, or LLC, must prepare and file articles of amendment according to the instructions provided by Title 14 of the Georgia Code, and pay the fee schedule listed on the state website.
Call a meeting of the members of the LLC and vote on the changes to be made to the company's articles of organization. The Georgia Code allows articles to be amended in any respect, as long as the articles continue to comply with the law regarding the formation of LLCs. However, if the only change to the articles that needs to be made is a business name change, no articles of amendment need to be filed. In that instance, go to the secretary of state's website and download and complete an LLC name change form (see Resources).
Draft articles of amendment. The secretary of state's website does not supply a template for articles of amendment -- refer to Georgia Code Section 14-11-210 for instructions. The code specifies that articles of amendment must be titled as such. They must indicate the name of the LLC, the date the articles of organization were originally filed, and the text of the new or changed provision. The code allows for either amended articles -- where the change is simply set forth in articles of amendment that will be attached to the original articles of organization -- or amended and restated articles or organization. Restated articles combine the amendments with what is being kept of the original text into a new version of the articles of organization. The new version of the articles must be titled "restated" articles of organization.
File the articles of amendment or the amended and restated articles of organization with the secretary of state's office. Refer to the corporation division's schedule of fees for the correct filing fee -- $20 as of November 2010. The correct mailing address for filing can be found on the secretary of state's website.
If you are unsure how to draft or format articles of amendment or amended and restated articles of organization, search the Internet for sample templates. There are many free sources available.
It is often a good idea to request the state return a certified copy of the amendment or the restated articles for the company's records. There is an additional fee for this service.
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