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2017 Georgia Code
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
Universal Citation: GA Code § 14-2-1002 (2017)
- 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.
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