---
title: O.C.G.A. § 14-2-1002. Amendment by board of directors.
collection: code
id: 14-2-1002
cite_as: O.C.G.A. § 14-2-1002 (2025)
canonical_url: https://georgiacommons.org/code/14-2-1002
md_url: https://georgiacommons.org/code/14-2-1002.md
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source_url: https://www.legis.ga.gov/api/document/docs/default-source/joint-features-document-library/t14-(v12)-2017-pdf.pdf?sfvrsn=507372ea_0#page=356
date: 2025
status: active
corpus_version: 2025-supplement-89aa39ab3c68
license: CC0-1.0
publisher: Georgia Commons, an independent project of Georgia Civic Data. Not the State of Georgia. Not legal advice.
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version: the only printed version
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current_through: Including Acts of the 2025 Regular Session of the General Assembly
heading_path: CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS / BUSINESS CORPORATIONS / AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS / AMENDMENT OF ARTICLES OF INCORPORATION
---

# O.C.G.A. § 14-2-1002. Amendment by board of directors.

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:

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

(2) To delete the names and addresses of the initial directors;

(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;

(4) To delete the name and address of each incorporator;

(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;

(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;

(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;

(8) To change the corporate name; or

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

## 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).