How to Amend LLC Articles of Organization in Georgia?

Delina Chantel Yasmeh
Published by Delina Chantel Yasmeh | Author
Last updated: June 20, 2024
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Whenever you make certain changes to your LLC in Georgia, state law requires that you file Articles of Amendment to update their records and keep your company compliant.

If you want to amend the Articles of Organization for your Limited Liability Company in Georgia, there are a few steps you'll need to follow.

As a Mergers and Acquisitions specialist, I’ve encountered numerous entrepreneurs seeking guidance on amending their LLC Articles of Organization in Georgia.

After several days of extensive research and consultations with legal experts, we’ve prepared essential considerations to help you successfully navigate the amendment process for your Georgia LLC.

Quick Summary

  • To amend Georgia LLC Articles of Organization, you’ll need to file Articles of Amendment with the Georgia Secretary of State Corporations Division, indicating which provision you intend to change.  
  • Changes in the business address or registered agent must be reflected in the LLC’s annual report.
  • According to Ibis World, Georgia has witnessed significant business growth, with an annualized employment growth rate of 2.3% over the past five years, outpacing the national average.
  • Some of my business associates changed the names of their LLCs primarily to expand their business coverage and attract a wider market.


Ways to Amend the Articles of Organization

An Article of Amendment is required for the following changes in your LLC:

1. Change in Business Name

To change an LLC name in Georgia, follow these steps:     

  • Complete Form CD 115 (Articles of Amendment) by providing the current name and control number of the LLC [1].
  • Indicate the date when the Articles of Organization were filed.
  • Provide the new name of the LLC that complies with state requirements.
  •  State the effective date and time of the amendment.
  •  I inform clients that the amendment must be signed by a member, manager, organizer, or authorized representative of the company.
  • File the document with the Secretary of State Corporations Division, along with a $30 fee.

"If you are unsure of your control number or the initial filing date of your Articles of Organization, the Georgia Business Database offers a solution for retrieving this information."

- Jon Morgan, Co-Founder & Chief Editor of Venture Smarter

2. Management Structure, Business Purpose, Addition & Removal of Members

If your LLC intends to alter its management structure, change or expand the business purpose, or admit or remove members, you must file Articles of Amendment to legally implement these changes.

In light of Georgia's robust employment growth, with an annualized rate of 2.3% over the past five years surpassing the national average, according to Ibis World, it is crucial for businesses to consider these economic dynamics when planning structural or operational amendments [2].

You may need to draft your own amendment document and follow the standard procedure by providing the required information and indicating the specific amendment or change in the company.

3. Business Address and Registered Agent

It is important to note that if your company moves to a new business address or replaces the registered agent, the change must be reflected on your LLC's annual report.

Steps for Amending The Articles of Organization For An LLC In Georgia?

Organizing documents and paper for amending an llc articles of organization in georgia

In general, here are the steps you’ll need to follow:

1. Obtain The Necessary Approvals

Hold a meeting or communicate with the members to discuss the proposed amendments.

2. Review The Existing LLC Articles Of Organization

Before pushing through with the amendment, I always advise clients to examine the Georgia LLC Articles of Organization and review the provisions, restrictions, and other relevant details outlined in the original document.

3. Prepare The Georgia LLC Amendment Document

Include the required information below:

  • The LLC's name
  • Identification number provided by the Georgia Secretary of State
  • Date when the Articles of Organization were filed
  • The Exact provision(s) or section(s) you wish to amend in the Georgia Articles of Organization
  • Effective date and time of the amendment

4. File The Amendment Form With The Georgia Secretary of State Corporations Division

File the amendment with the Georgia Corporations Division online or by mail. I prefer filing the articles online since it’s more efficient and convenient [3].

5. Publish A Notice In A Local Newspaper

Once the amendment has been filed with the state, you must publish a notice in a local newspaper. This notice must include all the amended Georgia articles.

Reasons to Amend The Article of Organization in Georgia

Close up image of a document that Amends LLC Articles of Organization in Georgia

You might want to amend your LLC's Georgia Articles of Organization for a variety of reasons. Whether it's to change the members of your LLC or to alter the business purpose, amendments are a necessary part of maintaining your business's legal and operational alignment.

Considering that racial minorities constitute 40.8% of the workforce and own 38.4% of businesses, per SBA 2023 data, amending your LLC's articles could also reflect changing demographics and ownership patterns within Georgia's business landscape [4].

Here are a few examples:

Tips for Amending a Georgia LLC 

To ensure a smooth and successful amendment process for Georgia LLC Articles of Organization, consider the following tips:

  • Review the current Georgia Articles of Organization
  • Consult with legal professionals
  • Communicate with all members
  • Prepare the necessary documents
  • File the amendment with the Secretary of State

Related Articles:

FAQs

How Long Does It Take to Process a Georgia LLC Amendment?

It typically takes about two weeks to process a Georgia LLC amendment.

Is the Operating Agreement a Part of the Articles of Organization?

The operating agreement is not a part of the Articles of Organization, rather, it is an internal document outlining the business structure of the LLC.


References 

  1. https://sos.ga.gov/sites/default/files/forms/Filing%20Template%20-%20Name%20Change%20Amendment%20for%20LLC%20%28CD%20115%29.pdf
  2. https://www.ibisworld.com/united-states/economic-profiles/georgia/
  3. https://ecorp.sos.ga.gov/
  4. https://advocacy.sba.gov/wp-content/uploads/2023/11/2023-Small-Business-Economic-Profile-GA.pdf

About The Author

Author
Delina Chantel Yasmeh, J.D./Tax LL.M, specializes in Mergers and Acquisitions at Deloitte and PwC, managing billion-dollar transactions. Educated in Accountancy at California State University and holding advanced degrees from Loyola Law School, she is highly skilled in tax law. Delina also dedicates time to pro bono work for women and children.
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Growth & Transition Advisor
LJ Viveros has 40 years of experience in founding and scaling businesses, including a significant sale to Logitech. He has led Market Solutions LLC since 1999, focusing on strategic transitions for global brands. A graduate of Saint Mary’s College in Communications, LJ is also a distinguished Matsushita Executive alumnus.
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