GEORGIA CODE (Last Updated: August 20, 2013) |
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 |
Section 14-2-1002. Amendment by board of directors
Latest version.
- 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.
Code 1981, § 14-2-1002, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1996, p. 1203, § 6.