Board Resolution: Amendment to Articles of Incorporation
(GA Corporation)

Summary

This template Board Resolution: Amendment to Articles of Incorporation (GA) may be used by the board of directors of a Georgia corporation to adopt a resolution authorizing an amendment of its articles of incorporation. This template includes practical guidance and drafting notes. Under Georgia law, if the corporation has issued shares then an amendment of the articles of incorporation must be approved not only by the board but also by the corporation's shareholders; if no shares have been issued an amendment can be approved by a majority of corporation's board of directors or incorporators. O.C.G.A. §§ 4-2-1003, 4-2-1005. Once the required approvals have been obtained, the corporation must file articles of amendment with the Georgia Secretary of State. Note that under Georgia law, certain amendments to the articles of incorporation do not require shareholder approval. Unless the articles provide otherwise, a corporation's board of directors may adopt the following amendments to its articles of incorporation without shareholder action: (1) to extend the duration of the corporation if it was incorporated when a limited duration was required by law; (2) to delete the names and addresses of the initial directors; (3) to delete the name and address of the initial registered agent or registered office (if an annual registration is on file with the Secretary of State); (4) to delete the name and address of each incorporator; (5) to delete the mailing address of the initial principal office (if an annual registration is on file with the Secretary of State); (6) to change each issued or each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding; (7) to change or eliminate the par value of each issued and unissued share of an outstanding class if the corporation has only shares of that class outstanding; (8) to change the corporate name; or (9) to make any other change expressly permitted by Georgia law to be made without shareholder action. O.C.G.A. § 14-2-1002. For a full listing of key content covering Board Resolutions for Private Company Corporate Governance, see Private Company Corporate Governance Board Resolutions Resource Kit. For additional resources related to the formation and housekeeping of Georgia corporations, see Formation and Qualification (GA Corporation), and Corporation Stock and Stockholders (GA Corporation)Corporation Stock and Stockholders (GA Corporation).