Articles of Amendment and Restatement of Articles of Incorporation
(GA)

Summary

This articles of amendment and restatement template can be used for a Georgia for-profit corporation to combine all previous amendments made to the existing certificate of incorporation into a single, consolidated version, with or without additional amendments being made in this template. This template contains practical guidance, drafting notes, and optional clauses. This template contains only the information required by the Georgia Business Corporations Code for the articles of amendment and restatement for a certificate of incorporation. Georgia law requires that amendments must be approved by the board of directors and submitted to a vote of the shareholders, except that the shareholder vote is not necessary if the corporation has not yet issued shares of stock or the amendments are restricted to certain, enumerated types set forth in Ga. Code Ann. § 14-2-1002, provided that the articles of incorporation do not require a shareholder vote for those types of amendments. Note also that a complete copy of the restated articles of incorporation must be included in, or as an exhibit to, the articles of amendment/restatement filing. See Ga. Code Ann. § 14-2-1006. For practical guidance related to amending organizational documents, see Entity Maintenance and Amendments (GA Corporation).