Homepage Blank Articles Of Amendment Georgia Cd 110 Form
Outline

The Articles of Amendment Georgia CD 110 form serves as a crucial tool for corporations seeking to change their name officially. This form is specifically designed for filing amendments to the Articles of Incorporation, allowing corporations to update their name in accordance with state law. While using Form CD 110 is optional, it is essential to understand that it does not replace the need for professional legal advice. The Secretary of State’s office cannot provide legal counsel, underscoring the importance of consulting with a qualified attorney before proceeding with any amendments. The form consists of several key sections that require specific information, including the current and proposed names of the corporation, the method of adoption, and the date the amendment was approved. Additionally, filers must certify that they have notified the appropriate legal organ about the name change, ensuring compliance with Georgia law. A filing fee of $20 is required, and the form must be signed and dated by the filer, who must also indicate their capacity in which they are signing. By carefully completing and submitting this form, corporations can navigate the process of changing their name while adhering to legal requirements.

Sample - Articles Of Amendment Georgia Cd 110 Form

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. §14-3-1005. The entire form must be completed and submitted along with the filing fee
($20.00).
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. §14-3-1002 thru 14-3-1005 requires
specific disclosures about the details of the
approval of the amendment. Choose only one
of the preferred methods identified on the form.
Article Four Date Of Adoption Provide actual date amendment was
approved by one of the methods identified in
article three.
Article Five Certification of Publication Filer must provide a written statement, which
may appear in the articles of amendment
certifying that notice of change of corporate
name along with payment thereof has been or
will be forward to the official organ of the county
where the registered office is located. Filer may
satisfy the statutory requirement for certification
by signing this form. Note: do not forward
publication notice to the Secretary Of State.
Signature The form is properly executed when signed and dated by filer. Filer must
indicate the capacity in which signing (i.e. officer, attorney etc.). In so signing
filer is further certifying publication notice has been or will be forwarded to the
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. §14-3-1005.1).
For a list of legal organs of Georgia go to
http://www.gacorporations.org/legal_organs.htm
.
Office Of The Secretary Of State
Corporations Division
Brian P. Kemp
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):
The amendment was adopted by the incorporators pursuant to O.C.G.A. §14-3-1002.
The amendment was adopted by a sufficient vote of the members of the corporation.
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.
Article Four
The Date Of The Adoption Of The Amendment Was:
___________________________________________________________________
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. §14-3-1005.1
IN WITNESS WHEREOF, the undersigned has executed these Articles Of Amendment
On _________________________ _____________________ ___________________
(Date) (Signature And Capacity in which signing)
Form CD 110

Form Information

Fact Name Details
Purpose Form CD 110 is used to amend the Articles of Incorporation to change a corporation's name.
Optional Use Using Form CD 110 is optional; it does not replace the need for legal counsel.
Filing Fee A filing fee of $20.00 must accompany the completed form.
Governing Laws The amendment process is governed by O.C.G.A. §14-3-1002 through §14-3-1005.
Publication Requirement Filing parties must certify that notice of the name change has been sent to the county's legal organ.
Signature Requirement The form must be signed and dated by the filer, who must indicate their capacity (e.g., officer, attorney).

Detailed Guide for Filling Out Articles Of Amendment Georgia Cd 110

After completing the Articles of Amendment Georgia CD 110 form, the next step involves submitting the form along with the required filing fee to the Secretary of State. It is crucial to ensure that all information is accurate and that the necessary certifications are included, as this will facilitate a smooth processing of the amendment.

  1. Obtain the Form: Download or request the Articles of Amendment Georgia CD 110 form from the Georgia Secretary of State's website.
  2. Article One - Name of the Corporation: In the first section, provide the current name of the corporation.
  3. Article Two - State the Amendment: Enter the proposed new name of the corporation in the second section.
  4. Article Three - Method of Adoption: Select one method of adoption for the amendment. This can be done by the incorporators, members, or board of directors. If applicable, choose whether member approval was required.
  5. Article Four - Date of Adoption: Fill in the actual date when the amendment was approved.
  6. Article Five - Certification of Publication: Provide a written statement certifying that notice of the name change has been or will be forwarded to the official organ of the county where the registered office is located.
  7. Signature: Sign and date the form, indicating the capacity in which you are signing (e.g., officer, attorney).
  8. Submit the Form: Send the completed form along with the $20 filing fee to the Office of the Secretary of State.

Obtain Answers on Articles Of Amendment Georgia Cd 110

  1. 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. This process is important for maintaining accurate records with the Secretary of State.

  2. Is the use of the CD 110 form mandatory?

    No, using the CD 110 form is optional. However, it is the recommended method for changing a corporation's name. It is crucial to ensure that the form is completed correctly and filed properly to avoid any legal complications.

  3. What are the costs associated with filing the CD 110 form?

    Filing the Articles of Amendment using the CD 110 form requires a fee of $20. Additionally, there is a publication fee of $40 that must be paid to the legal organ of the county where the corporation is registered. This fee structure is essential to consider when planning the name change.

  4. What information is required in the CD 110 form?

    The form requires several key pieces of information:

    • The current name of the corporation.
    • The proposed new name of the corporation.
    • The method by which the amendment was adopted.
    • The date the amendment was approved.
    • A certification of publication regarding the name change.
  5. What methods can be used to adopt the amendment?

    According to O.C.G.A. §14-3-1002 through §14-3-1005, there are several methods for adopting the amendment. You can choose from the following:

    • By the incorporators.
    • By a sufficient vote of the members of the corporation.
    • By the board of directors, with or without member approval.
  6. What is the significance of the certification of publication?

    The certification of publication is a critical step in the amendment process. It confirms that notice of the name change has been or will be sent to the legal organ of the county where the corporation is registered. This ensures compliance with state law and helps maintain transparency.

  7. Who should sign the CD 110 form?

    The form must be signed and dated by the filer, who should also indicate their capacity (e.g., officer, attorney). By signing, the filer certifies that the publication notice has been or will be forwarded to the appropriate news organ as required by law.

  8. What happens after the form is filed?

    Once the CD 110 form is filed and accepted by the Secretary of State, the corporation's name is officially changed. It is essential to ensure that all business documents, licenses, and accounts reflect the new name to avoid confusion and maintain legal compliance.

  9. Should legal counsel be sought when completing the CD 110 form?

    Yes, it is highly recommended to seek competent legal counsel when changing a corporation's name. The Secretary of State's staff cannot provide legal advice or assist in the completion of the form. Legal counsel can help ensure that all steps are followed correctly and that the process goes smoothly.

Common mistakes

Filing the Articles of Amendment Georgia CD 110 form can be a straightforward process, yet many individuals make common mistakes that can lead to delays or rejections. One frequent error occurs in Article One, where filers often forget to provide the current name of the corporation. This omission is critical, as it serves as the foundation for the amendment. Without the present name, the Secretary of State cannot identify the corporation that is requesting the name change.

Another mistake arises in Article Two, where the proposed name of the corporation must be clearly stated. Filers sometimes fail to ensure that the new name complies with Georgia naming requirements. For instance, the name must not be misleading or too similar to existing corporations. This oversight can result in the rejection of the amendment, requiring additional time and effort to rectify.

In Article Three, filers must select a method of adoption for the amendment. A common error is selecting more than one method, which is not permitted. The form explicitly instructs filers to choose only one box. This confusion can lead to unnecessary complications and delays in processing the amendment. It is essential to carefully read and follow the instructions to avoid this pitfall.

Lastly, many individuals neglect the certification requirement in Article Five. The filer must certify that the notice of the change has been forwarded to the appropriate legal organ of the county. Some filers mistakenly believe they need to submit the publication notice to the Secretary of State, which is not required. This misstep can lead to compliance issues and may delay the official recognition of the name change. Ensuring that all sections of the form are accurately completed and that all requirements are met is crucial for a smooth filing process.

Documents used along the form

When a corporation in Georgia decides to change its name, the Articles of Amendment (Georgia CD 110) form is essential. However, several other documents often accompany this form to ensure compliance with state laws and regulations. Understanding these documents can help facilitate a smoother name change process.

  • Articles of Incorporation: This foundational document establishes the existence of a corporation in Georgia. It includes key information such as the corporation's name, purpose, and structure. When amending the name, it’s important to reference the original Articles of Incorporation.
  • Bylaws: Bylaws outline the internal rules governing the corporation's operations. If the name change affects any provisions within the bylaws, an amendment to the bylaws may also be necessary to reflect the new name.
  • Certificate of Publication: This document provides proof that the corporation has published notice of its name change in the local newspaper, as required by Georgia law. This certification must be submitted along with the Articles of Amendment.
  • Board Resolution: A formal resolution from the board of directors is often required to approve the name change. This document outlines the decision-making process and provides evidence that the change was authorized according to corporate governance rules.
  • Filing Fee Payment: Along with the Articles of Amendment, a payment of $20 is required. This payment receipt serves as proof that the necessary fees have been paid to the Secretary of State for processing the amendment.

By gathering these documents, a corporation can navigate the name change process more effectively. Each document plays a crucial role in ensuring that the amendment is legally valid and recognized by the state of Georgia.

Similar forms

The Articles of Amendment Georgia CD 110 form is essential for changing a corporation's name. Several other documents serve similar purposes or share similar functions in corporate governance. Here’s a list of ten documents that are comparable to the Articles of Amendment Georgia CD 110 form:

  • Articles of Incorporation: This document establishes a corporation's existence and outlines its basic structure, including the corporate name, purpose, and initial directors.
  • Bylaws: Bylaws govern the internal management of a corporation, detailing how it operates, including procedures for meetings and elections.
  • Certificate of Incorporation: Similar to the Articles of Incorporation, this document is filed with the state to legally create a corporation and includes essential details about the business.
  • Articles of Dissolution: This document is filed to formally dissolve a corporation, indicating that it is ceasing operations and outlining the distribution of assets.
  • Certificate of Amendment: This document is used to amend existing Articles of Incorporation, allowing for changes beyond just the corporate name.
  • Annual Report: Corporations file this document to provide updated information about the business, including changes in directors, addresses, and financial status.
  • Statement of Change of Registered Agent: This document is filed to officially change the registered agent for a corporation, which is necessary for receiving legal documents.
  • Shareholder Consent Form: This form captures the consent of shareholders for significant corporate decisions, similar to how approval is needed for amendments.
  • Notice of Corporate Meeting: This document informs shareholders about upcoming meetings where important decisions, including amendments, may be discussed.
  • Certificate of Good Standing: This document verifies that a corporation is compliant with state regulations, similar to how the Articles of Amendment confirms a name change.

Each of these documents plays a crucial role in the governance and operation of a corporation, much like the Articles of Amendment Georgia CD 110 form does for name changes.

Dos and Don'ts

When filling out the Articles of Amendment Georgia CD 110 form, it is essential to follow specific guidelines to ensure a smooth process. Below is a list of things to do and avoid during this process.

  • Do read all instructions carefully before starting the form.
  • Do provide the current name of the corporation in Article One.
  • Do specify the proposed name of the corporation in Article Two.
  • Do choose only one method of adoption in Article Three.
  • Do sign and date the form, indicating your capacity.
  • Do ensure that the filing fee of $20.00 is included with the submission.
  • Don't leave any sections of the form incomplete.
  • Don't forget to certify that notice of the name change has been forwarded to the appropriate news organ.
  • Don't send the publication notice to the Secretary of State.
  • Don't use this form without consulting competent legal counsel if needed.
  • Don't neglect to keep a copy of the completed form for your records.
  • Don't assume that the form is valid without proper signatures and dates.

Misconceptions

Understanding the Articles of Amendment Georgia CD 110 form is essential for anyone looking to change their corporation's name. However, several misconceptions often arise regarding this form. Here are four common misunderstandings:

  • Misconception 1: Form CD 110 is mandatory for all name changes.
  • Many believe that using Form CD 110 is required for changing a corporation's name. In reality, the form is optional. Corporations can draft their amendments according to O.C.G.A. §14-3-1005 without using this specific form.

  • Misconception 2: The Secretary of State can provide legal advice on completing the form.
  • Some filers think that the Secretary of State's office can guide them through the process or explain the form's requirements. However, this is not the case. The staff is not authorized to offer legal counsel, so it is advisable to seek competent legal assistance.

  • Misconception 3: Submission of the publication notice is required to be sent to the Secretary of State.
  • It is a common belief that the publication notice must be forwarded to the Secretary of State. In fact, the notice should not be sent to this office. Instead, the filer must ensure that it is sent to the appropriate legal organ of the county where the registered office is located.

  • Misconception 4: The form can be submitted without any signatures.
  • Some filers think that they can submit the form without signatures. However, the form must be properly executed with the signature and date of the filer. Additionally, the filer must indicate their capacity when signing, such as whether they are an officer or attorney.

Key takeaways

When filling out the Articles Of Amendment Georgia CD 110 form, keep these key takeaways in mind:

  • Purpose: This form is specifically for changing a corporation's name.
  • Optional Use: Using Form CD 110 is not mandatory; alternatives exist.
  • Legal Counsel: Seek legal advice before proceeding. The Secretary of State cannot provide legal guidance.
  • Complete Submission: Fill out the entire form and include the $20 filing fee.
  • Present Name: Clearly state the current name of the corporation in Article One.
  • Proposed Name: In Article Two, provide the new name you wish to adopt.
  • Approval Method: Select one method of adoption in Article Three, ensuring compliance with state law.
  • Certification Requirement: Submit a statement confirming that publication notice has been or will be sent to the appropriate local news organ.
  • Signature and Capacity: Ensure the form is signed and dated by the filer, indicating their capacity (e.g., officer, attorney).

Act promptly to ensure all requirements are met and avoid delays in your name change process.