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Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 2. BUSINESS CORPORATIONS · Article 10. AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS · Part 1. AMENDMENT OF ARTICLES OF INCORPORATION

14-2-1002. Amendment by board of directors.

Active

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

  1. Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without shareholder action:

  2. (1)

    To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;#

  3. (2)

    To delete the names and addresses of the initial directors;#

  4. (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;#

  5. (4)

    To delete the name and address of each incorporator;#

  6. (5)

    To delete the mailing address of the initial principal office of the corporation if an annual registration is on file with the Secretary of State;#

  7. (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;#

  8. (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;#

  9. (8)

    To change the corporate name; or#

  10. (9)

    To make any other change expressly permitted by this chapter to be made without shareholder action.#

The notes below are printed with the section but are not enacted law (O.C.G.A. § 1-1-1(c)). They are shown apart from the text.

History

Code 1981, § 14-2-1002, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1996, p. 1203, § 6.

Law reviews

For article, ‘‘The Acquisition Process and the Closely-Held Corporation: Selected Legal Aspects,’’ see 36 Mercer L. Rev. 567 (1985).

Read the official page (the state's PDF, opened at the page this text was read from).

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

Text read from t14-(v12)-2017-pdf.pdf, Volume V12, 2017 edition, pages 356 to 357; merge action: carried; file SHA-256 f2fad2b71b39.