TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 2. Business Corporations, 14-2-101 through 14-2-1703.

ARTICLE 10 AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

14-2-1006.1. Publication of notice of change of name.

Together with the articles of amendment which change the name of the corporation, the corporation shall deliver to the Secretary of State an undertaking, which may appear in the articles of amendment or be set forth in a letter or other instrument executed by an incorporator or any person authorized to act on behalf of the corporation, to publish a notice of the filing of the articles of amendment as required by subsection (b) of this Code section.
No later than the next business day following the delivery of the articles of amendment and certificate as provided in subsection (a) of this Code section, the corporation shall mail or deliver to the publisher of a newspaper which is the official organ of the county where the registered office of the corporation is located or which is a newspaper of general circulation published within such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation a request to publish a notice in substantially the following form:
The request for publication of the notice shall be accompanied by a check, draft, or money order in the amount of $40.00 in payment of the cost of publication. The notice shall be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper. Failure on the part of the corporation to mail or deliver the notice or payment therefor or failure on the part of the newspaper to publish the notice in compliance with this subsection shall not invalidate the articles of amendment or the change of the name of the corporation.

"NOTICE OF CHANGE OF CORPORATE NAME Notice is given that articles of amendment which will change the name of ________________ (present corporate name) to (proposed corporate name) have been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code. The registered office of the corporation is located at (address of registered office)."

(Code 1981, §14-2-1006.1, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1990, p. 257, § 13; Ga. L. 1999, p. 405, § 7.)

COMMENT

Source: Former § 14-2-194.

This replaces former § 14-2-194, which required publication of a similar notice for four consecutive weeks at a fee of $60. It also required filing with the clerk of the superior court in the county where the registered office of the corporation was located. Further, documents to effect the filing and publication were forwarded, together with the required checks, to the Secretary of State for transmittal to the clerks and newspapers. Local filing has been eliminated entirely by the Code, and publication requirements have been reduced and simplified.

Note to 1990 Amendment The 1990 amendment makes it clear that any person acting on behalf of the corporation (such as an attorney or other agent) may execute the requisite certificate of publication.

Cross-References Articles of amendment, see § 14-2-1006. "Deliver" includes mail, see § 14-2-140. Failure to publish as grounds for administrative dissolution, see § 14-2-1420(5). "Mail" defined, see § 14-2-140. Name of corporation, see Article 4. Registered office, see Article 5.

RESEARCH REFERENCES

Am. Jur. 2d.

- 18A Am. Jur. 2d, Corporations, § 233.

C.J.S.

- 18 C.J.S., Corporations, §§ 139, 140.

ALR.

- Change in name, location, composition, or structure of obligor commercial enterprise subsequent to execution of guaranty or surety agreement as affecting liability of guarantor or surety to the obligee, 69 A.L.R.3d 567.

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