Georgia LLC Operating Agreement

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The Georgia LLC operating agreement is a document that is used by LLC formations to create guidelines for operations. It is not required in Georgia, but recommended for all limited liability companies. Profit and loss distribution, voting rights, responsibilities of each member, and other important aspects of business are outlined and agreed upon within it.

From GA Code § 14-11-101 (2019):

(18) “Operating agreement” means any agreement, written or oral, of the member or members as to the conduct of the business and affairs of a limited liability company. In the case of a limited liability company with only one member, a writing signed by that member stating that it is intended to be a written operating agreement shall constitute a written operating agreement and shall not be unenforceable by reason of there being only one person who is a party to the operating agreement. A limited liability company is not required to execute its operating agreement and, except as otherwise provided in the operating agreement, is bound by its operating agreement whether or not the limited liability company executes the operating agreement. An operating agreement may provide enforceable rights to any person, including a person who is not a party to the operating agreement, to the extent set forth therein.

 

Georgia Operating Agreement Law

The Georgia Operating Agreement Law is divided into multiple articles, which can be found in Title 14, Chapter 11 of the Georgia Code

Forming an LLC in Georgia

  1. Conduct a name search
  2. Choose a registered agent
  3. File formation articles
  4. Draft an operating agreement

To file formation articles, all Georgia LLCs need a legally registered business name.

The name must include an indicator of an LLC, which can be:

  • LLC
  • L.L.C.
  • or Limited Liability Company

Professionals may be required to pass additional verification to use industry designators like CPA or MD in the LLC title, and should be a part of the LLC formation articles.

The name cannot include government agencies such as Treasury, CIA, FBI, etc. It also shouldn’t include other business type designators for corporations.

To conduct the name search, use the Georgia Secretary of State Business Entity Search website.

Step 2: Choose Your Registered Agent

Every Georgia LLC must choose a registered agent that will be appointed the role of receiving and processing legal documentation on the LLC’s behalf. The agent assumes responsibility for this process, which is why professional agencies are available.

A registered agent service must be authorized to do business in the state to be used, but an individual must meet the following requirements:

  • Be 18 years or older
  • Be available during business hours (9am – 5pm local time)
  • Be a resident of the state
  • Have a physical (not a P.O. Box) address in Georgia

Step 3: File Your Formation Articles

In Georgia, Domestic LLC formations (in-state) must complete Articles of Organization along with the Transmittal Form 231 either through mail or online.

Online Filing (Domestic):

Mailed Filing (Domestic):

Office of Secretary of State
Corporations Division
2 Martin Luther King Jr. Dr. SE
Suite 313 West Tower
Atlanta, Georgia 30334

Foreign LLCs expanding to Georgia must complete a Certificate of Authority online or through the mail.

Online Filing (Foreign):

Mailed Filing (Foreign):

Office of Secretary of State
Corporations Division
2 Martin Luther King Jr. Dr. SE
Suite 313 West Tower
Atlanta, Georgia 30334

Step 4: Draft a Georgia Operating Agreement

It is not legally required for Georgia LLCs to have an operating agreement. However, it is highly recommended that businesses of all sizes use the operating agreement to establish the structure of the business, outline responsibilities, and give rights to members.

An operating agreement also helps limit financial liability in the case of litigation, separating the company’s assets from individual assets of members. The document can be used in court to settle disputes between members, initiate a buyout, and more when signed and acknowledged by all members.

The document does not need to be filed with the state. However, each member should keep their own signed copy.