How to Amend LLC Articles of Organization in Georgia?
In Georgia, an LLC name change or a change to an optional provision in its Articles of Organization may require Articles of Amendment. A registered-agent or office update usually follows the annual-registration process, while a member change generally affects the LLC’s internal records.
This guide covers LLCs formed in Georgia. If the LLC was formed elsewhere, check the Secretary of State’s foreign-entity guidance before changing its Georgia record. Start by identifying what record changed, then use the Georgia Secretary of State’s filing guidance and review the LLC’s current state record and operating agreement.
Quick Summary
- A Georgia LLC name change requires Articles of Amendment; Form CD 115 is an optional form for that specific change.
- Agent and office changes generally use an annual registration; Form CD 920 is available after the current-period registration has been filed.
- Georgia’s business search does not show LLC member rosters, so an ownership change usually calls for internal record updates.
- If a change affects an optional provision in the Articles of Organization, check whether those articles also need an amendment.
Which Georgia LLC Changes Need a State Filing?
LLC name: File Articles of Amendment. The state’s Form CD 115 (Name Change Amendment) is optional and applies to an LLC name change only.
Registered agent, registered office, or principal office: These changes generally use an annual registration or amended annual registration. Annual registration is due January 1 through April 1. The state’s current fee schedule lists $60 for an annual registration and $30 for an amended one.
After the LLC files its annual registration for the current period, it may use Form CD 920 (Amended Annual Registration) to update the registered agent’s name or address and the LLC’s principal-office mailing address. The annual registration must be filed first; the paper CD 920 filing is $30 [1].
Members and managers: Georgia’s Secretary of State says routine public LLC records do not list members or managers, and no state filing is made solely to change them. Follow the operating agreement and update company records; amend an optional Articles of Organization provision only if the change affects it.
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Steps to Make the Correct Georgia Filing
- Identify the exact information or document that changed: the LLC name, registered agent, registered office, principal-office mailing address, or an internal ownership or management term.
- Check the LLC’s current Georgia business record and its operating agreement. Confirm whether the articles include optional provisions that the change would affect.
- Choose the matching filing route. A name change uses Articles of Amendment; agent and office changes generally use an annual registration or amended annual registration.
- Use the latest state form or filing instructions. Confirm the LLC’s legal name and control number, the signer’s authority, the filing method, and the current fee before submitting.
- Save the filed document and confirmation, then check the public business record after the Secretary of State processes the filing. If the change affects internal records too, complete both updates and keep the records together.
Use the Form for the Specific Change
Georgia has no single fill-in form for every LLC amendment. Amendments other than the optional name-change form must be drafted under O.C.G.A. § 14-11-210 and filed through the state’s online filing service or by paper. Check the current filing instructions and available templates before preparing an amendment [2].
Confirm the required contents, signer, filing method, and current fee before submitting. Form CD 115 applies only to an LLC name change.
Georgia LLC Name Changes and Newspaper Publication
Georgia’s instructions for Form CD 115 state that an LLC does not have to publish a notice of a name change. That rule concerns an LLC name amendment; do not apply a corporation’s publication requirement to an LLC. Check the current form instructions before filing, since they explain the name, signature, effective-date, and fee requirements.
Internal Changes: Ownership and Management Records
For a member or manager change, review the operating agreement, obtain any required member approval, and update the membership ledger and company records. Georgia’s Secretary of State says LLC members and managers are not listed on the public business record and there is no state filing procedure to change them. Agent and office information follows the annual-registration route [3].
If the LLC’s articles contain an optional management or other provision affected by the change, review the articles and amendment rules before treating the change as internal only. Also check whether a tax agency, licensing board, lender, insurer, or contract requires a separate notice.
FAQs
Do I need Articles of Amendment to change a Georgia LLC’s registered agent?
Usually, no. Georgia handles registered-agent updates through an annual registration or amended annual registration; Form CD 920 is an option after the current-period annual registration has been filed.
Can I use Form CD 115 to change a Georgia LLC’s members?
No. Form CD 115 is for a Georgia LLC name change. Georgia does not provide a state filing to change LLC members, so update the operating agreement and company records; review the articles if they contain an optional provision affected by the change.
References:
- https://sos.ga.gov/index.php/node/1900
- https://sos.ga.gov/page/georgia-business-forms
- https://sos.ga.gov/how-to-guide/how-guide-register-domestic-entity
