Article Guide
The Articles of Amendment Georgia CD 110 form serves as a crucial tool for corporations looking to change their names officially. By filing this amendment to the Articles of Incorporation, a corporation can update its identity in a structured manner. This form is optional, but it is recommended for those who wish to ensure their name change is recognized legally. It is important to note that while the form provides a clear process, it does not replace the need for professional legal advice. The Secretary of State's office cannot offer legal guidance on completing this form or on the steps necessary to change a corporation's name. The form requires several key pieces of information, including the current name of the corporation, the proposed new name, and the method of adoption, which must align with Georgia law. Additionally, filers must certify that notice of the name change has been published in the appropriate local news organ, ensuring compliance with state requirements. Completing the form accurately and submitting it along with the filing fee is essential for a smooth name change process.
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Instructions for completing form (CD 110).
Important – Please Read. A corporation’s name is changed by filing an amendment to the Articles of Incorporation. Form CD 110 may be used for this specific purpose. Use of this form is optional. Form CD 110 is not intended to replace competent legal counsel. Secretary of State staff is not authorized to provide legal counsel or explain the steps necessary to successfully change a corporation’s name or to complete this form. It is for this reason filers are strongly urged to seek competent legal counsel in this matter. Articles may also be drafted pursuant O.C.G.A.
Article One |
Name of the corporation |
Provide the present name of the corporation. |
Article Two |
State the amendment |
Provide the proposed name of the corporation. |
Article Three |
Method Of Adoption |
O.C.G.A. |
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specific disclosures about the details of the |
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approval of the amendment. Choose only one |
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of the preferred methods identified on the form. |
Article Four |
Date Of Adoption |
Provide actual date amendment was |
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approved by one of the methods identified in |
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article three. |
Article Five |
Certification of Publication |
Filer must provide a written statement, which |
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may appear in the articles of amendment |
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certifying that notice of change of corporate |
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name along with payment thereof has been or |
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will be forward to the official organ of the county |
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where the registered office is located. Filer may |
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satisfy the statutory requirement for certification |
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by signing this form. Note: do not forward |
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publication notice to the Secretary Of State. |
Signature |
The form is properly executed when signed and dated by filer. Filer must |
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indicate the capacity in which signing (i.e. officer, attorney etc.). In so signing |
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filer is further certifying publication notice has been or will be forwarded to the |
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appropriate news organ no later than the next business day following delivery of the articles of amendment to the Secretary Of State (O.C.G.A.
Office Of The Secretary Of State |
Brian P. Kemp |
Corporations Division |
Secretary Of State |
Articles Of Amendment
Of
Articles Of Incorporation
Article One
The Name Of The Corporation Is:
_____________________________________________________________________________
Article Two
The Corporation Hereby Adopts The Following Amendment To Change The Name Of The Corporation.
The New Name Of The Corporation Is:
________________________________________________________________________
Article Three
The Amendment Was Duly Adopted By The Following Method (choose one box only):
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The amendment was adopted by the incorporators pursuant to O.C.G.A. |
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The amendment was adopted by a sufficient vote of the members of the corporation. |
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The amendment was adopted by the board of directors: (choose one additional box below) |
a) |
With member approval |
b) |
Without member approval as member approval was not required. |
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Article Four |
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The Date Of The Adoption Of The Amendment Was: |
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___________________________________________________________________ |
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Article Five |
The Undersigned Does Hereby Certify That A Notice To Publish The Filing Of Articles Of Amendment To Change The Corporation’s Name Along With The Publication Fee Of $40.00 Has Been Forwarded To The Legal Organ Of The County Of The Registered Office As Required By O.C.G.A.
IN WITNESS WHEREOF, the undersigned has executed these Articles Of Amendment
On _________________________ |
_____________________ ___________________ |
(Date) |
(Signature And Capacity in which signing) |
Form CD 110
Form Specifications
| Fact Name | Description |
|---|---|
| Purpose of Form | Form CD 110 is used to amend a corporation’s name by filing an amendment to the Articles of Incorporation. |
| Governing Law | This form is governed by O.C.G.A. §14-3-1005 and related sections. |
| Filing Fee | A filing fee of $20.00 must accompany the completed form. |
| Publication Requirement | The filer must certify that notice of the name change has been forwarded to the legal organ of the county where the registered office is located. |
| Legal Counsel Recommendation | Filers are strongly encouraged to seek competent legal counsel before completing the form or changing a corporation’s name. |
Articles Of Amendment Georgia Cd 110: Usage Guidelines
Once you've completed the Articles of Amendment Georgia CD 110 form, you'll be ready to submit it along with the required filing fee. This process is essential for officially changing your corporation's name. Make sure to double-check all entries for accuracy before sending the form to the Secretary of State.
- Article One: Write the current name of your corporation in the designated space.
- Article Two: Provide the proposed new name of the corporation.
- Article Three: Indicate how the amendment was adopted by selecting one of the provided methods. Make sure to choose only one box.
- Article Four: Enter the actual date when the amendment was approved.
- Article Five: Certify that you have forwarded the notice of the name change to the appropriate legal organ. You can do this by signing the form.
- Signature: Sign and date the form. Include your capacity (e.g., officer, attorney) in which you are signing.
Your Questions, Answered
What is the purpose of the Articles of Amendment Georgia CD 110 form?
The Articles of Amendment Georgia CD 110 form is used to officially change the name of a corporation in Georgia. By filing this form, a corporation can amend its Articles of Incorporation to reflect the new name. It is important to note that while this form is provided for convenience, it is optional. Corporations may also draft their own articles according to Georgia law.
What are the steps to complete the CD 110 form?
To complete the CD 110 form, start by filling in the current name of the corporation in Article One. Next, in Article Two, provide the proposed new name. Article Three requires you to select the method by which the amendment was adopted, such as by the board of directors or by member vote. In Article Four, indicate the date when the amendment was approved. Finally, Article Five includes a certification that you have notified the appropriate legal organ of the county about the name change.
Is legal counsel necessary when filing the CD 110 form?
Yes, it is strongly recommended to seek competent legal counsel when filing the CD 110 form. The Secretary of State's office cannot provide legal advice or guidance on how to complete the form or the process of changing a corporation's name. Legal counsel can help ensure that all requirements are met and that the amendment is properly executed.
What is the filing fee for the CD 110 form?
The filing fee for submitting the Articles of Amendment Georgia CD 110 form is $20.00. Additionally, there is a publication fee of $40.00 that must be paid to the legal organ of the county where the corporation is registered. It is essential to ensure that both fees are included with the submission to avoid delays in processing.
What is the significance of the certification of publication in Article Five?
The certification of publication in Article Five is a legal requirement that confirms the corporation has notified the local newspaper or legal organ about the name change. This notice must be sent out no later than the next business day after the Articles of Amendment are filed with the Secretary of State. This step is crucial for compliance with Georgia law.
What happens if the form is not properly executed?
If the CD 110 form is not properly executed, including missing signatures or incomplete information, it may be rejected by the Secretary of State’s office. This could result in delays in the name change process. Ensuring that all sections are filled out correctly and that the form is signed by an authorized person is essential for a successful filing.
Common mistakes
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Incomplete Information: Failing to provide all required details, such as the current name of the corporation or the proposed new name, can lead to delays or rejection of the amendment.
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Incorrect Method of Adoption: Selecting more than one method of adoption in Article Three can cause confusion. Only one method should be chosen to ensure clarity.
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Missing Date of Adoption: Not including the actual date when the amendment was approved can result in the form being considered incomplete.
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Publication Certification Errors: Neglecting to provide the written statement certifying that notice of the name change has been sent to the appropriate legal organ can lead to compliance issues.
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Signature Issues: Omitting a signature or failing to indicate the capacity in which the signer is acting can invalidate the form. It is essential to sign and date the document properly.
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Incorrect Filing Fee: Submitting an incorrect fee can delay processing. The required fee is $20.00, and ensuring the correct amount is included is crucial.
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Not Seeking Legal Counsel: Attempting to complete the form without consulting a qualified attorney may lead to mistakes. Legal guidance is strongly recommended.
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Failure to Forward Publication Notice: Not sending the publication notice to the legal organ within the required timeframe can result in non-compliance with state regulations.
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Ignoring Additional Requirements: Overlooking any additional requirements specified in O.C.G.A. §14-3-1005 can lead to complications. It's important to be aware of all legal obligations.
Documents used along the form
When changing a corporation's name in Georgia, the Articles of Amendment (Form CD 110) is a crucial document. However, several other forms and documents may also be needed to ensure compliance with state regulations. Below is a list of these documents, each serving a specific purpose in the amendment process.
- Articles of Incorporation - This foundational document establishes the existence of a corporation in Georgia. It outlines the corporation's name, purpose, and structure. Any amendments to the name must reference this original document.
- Bylaws - Bylaws govern the internal management of a corporation. If the name change affects how the corporation operates or is identified in its bylaws, an amendment to the bylaws may be necessary.
- Certificate of Existence - This document certifies that the corporation is legally registered and in good standing with the state. It may be required to show that the corporation is eligible to file amendments.
- Notice of Change of Name - This notice is often published in a local newspaper to inform the public about the name change. It fulfills the requirement for public notice under Georgia law.
- Filing Fee Payment - Along with the Articles of Amendment, a filing fee must be submitted. This payment is essential for processing the amendment and is usually $20.00.
- Board Resolution - If the name change was approved by the board of directors, a formal resolution documenting this decision may be required. This serves as proof of the amendment's approval.
- Member Approval Documentation - If the amendment requires member approval, documentation showing that the members voted in favor of the name change may need to be included.
- Publication Certification - A statement certifying that the notice of the name change has been published in the official organ of the county is necessary to comply with state laws.
- Amendment to Registration - If the corporation is registered in multiple states, an amendment to registration in those states may also be needed to reflect the name change.
Understanding these documents is essential for a smooth transition when changing a corporation's name. Each plays a vital role in ensuring compliance with Georgia law and maintaining the corporation's good standing. It is advisable to consult legal counsel to navigate this process effectively.
Similar forms
- Articles of Incorporation: This document establishes a corporation's existence and outlines its basic structure. Like the Articles of Amendment, it requires specific information about the corporation, including its name and purpose.
- Certificate of Amendment: Similar to the Articles of Amendment, this document is used to officially change certain aspects of a corporation, including its name, and must be filed with the Secretary of State.
- Bylaws: Bylaws govern the internal management of a corporation. Changes to bylaws may require formal amendments, similar to how the Articles of Amendment change the corporation's name.
- Certificate of Incorporation: This document is another name for the Articles of Incorporation. It serves the same purpose and requires similar details about the corporation.
- Statement of Change of Registered Office or Agent: This document allows a corporation to change its registered office or agent, similar to how the Articles of Amendment allow for a name change.
- Annual Report: While primarily for reporting purposes, changes to a corporation's name must be reflected in the annual report, similar to the process of filing Articles of Amendment.
- Restated Articles of Incorporation: This document combines the original Articles of Incorporation with any amendments. It is similar in that it reflects changes made over time, including those addressed in the Articles of Amendment.
- Certificate of Good Standing: This document verifies that a corporation is compliant with state regulations. If a corporation changes its name, it may need to obtain a new certificate, similar to the process of amending its Articles.
- Merger or Consolidation Documents: When two or more corporations combine, they must file documents that outline the new structure. This process is similar to amending the Articles of Incorporation to reflect a new name.
Dos and Don'ts
When filling out the Articles of Amendment Georgia CD 110 form, there are important guidelines to follow. Here’s a list of ten things you should and shouldn’t do.
- Do provide the current name of the corporation accurately in Article One.
- Do clearly state the proposed new name of the corporation in Article Two.
- Do choose only one method of adoption in Article Three.
- Do indicate the actual date the amendment was approved in Article Four.
- Do certify that notice of the name change has been or will be published in the county’s legal organ.
- Do sign and date the form, indicating your capacity when signing.
- Don't leave any sections of the form blank; complete every required field.
- Don't forget to include the filing fee of $20.00 when submitting the form.
- Don't send the publication notice to the Secretary of State; it should go to the county's legal organ.
- Don't attempt to complete this form without consulting legal counsel if you have questions.
Following these guidelines will help ensure a smoother process when filing your Articles of Amendment in Georgia.
Misconceptions
Understanding the Articles of Amendment Georgia CD 110 form can be challenging. Here are six common misconceptions about this form, clarified for better comprehension.
- Form CD 110 is mandatory for all name changes. This form is optional. Corporations can draft their own amendments under O.C.G.A. §14-3-1005.
- The Secretary of State provides legal advice on using this form. This is not true. The Secretary of State's staff cannot provide legal counsel or explain the amendment process.
- Only the board of directors can approve name changes. Approval can also come from incorporators or a sufficient vote of the members, depending on the corporation's structure.
- Filing the form is the only step needed to change a corporation's name. Filers must also ensure that a notice of the name change is published in the appropriate legal organ.
- There is no fee associated with filing the form. A filing fee of $20.00 is required when submitting the completed form.
- Publication of the name change notice must be sent to the Secretary of State. This is incorrect. The publication notice should not be forwarded to the Secretary of State.
These clarifications should help in navigating the requirements and process associated with the Articles of Amendment Georgia CD 110 form.
Key takeaways
When filling out the Articles of Amendment Georgia CD 110 form, keep these key points in mind:
- Purpose of the Form: This form is specifically for changing a corporation’s name. It is not mandatory but is a straightforward option for this process.
- Seek Legal Advice: It’s highly recommended to consult a lawyer before completing the form. The Secretary of State’s office cannot provide legal guidance.
- Complete All Sections: Ensure every part of the form is filled out correctly, including the current name, proposed name, and method of adoption.
- Publication Requirement: You must certify that a notice of the name change has been sent to the local legal organ. This is a crucial step that cannot be overlooked.
- Filing Fee: Remember to include the $20.00 filing fee when submitting the form to the Secretary of State.
Following these guidelines can help ensure a smooth process when changing your corporation’s name.