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The Georgia limited liability company (LLC) operating agreement is a legal document that regulates the relationship between the members within the LLC.
The LLC operating agreement, or business operating agreement, also includes provisions about the capital contribution of each member and their interest in the company. With an operating agreement, the members have total freedom to regulate their relationship within the legal framework of federal and state laws.
Is an Operating Agreement Required in Georgia?
No, the operating agreement is not a required document in Georgia. However, you should still consider drafting the operating agreement, especially if you are forming an LLC with more members. The operating agreement will include all the rules and guidelines regulating the relationship between all the members within the LLC.
4 Main Types of Operating Agreements
In Georgia, there are four main types of operating agreements used by the members:
Types of Operating Agreements
Single-member LLC operating agreement: Here, the single member within the LLC uses the operating agreement to determine the operation of the company and to distinguish the legal identity of the LLC and the member as an individual.
Multi-member LLC operating agreement: With this type of operating agreement, the members determine their relationship and the guidelines for operating the LLC.
Member-managed LLC operating agreement: Here, the members decide to have a more active role in the decision-making process, and they use the operating agreement to define their mutual relationship.
Manager-managed LLC operating agreement: This type of operating agreement determines the rights and responsibilities of the professional manager who manages the LLC on behalf of the members.
Laws and Legal Requirements for LLC Operating Agreements in Georgia
Title 14, Chapter 11 of the Code of Georgia defines the status of LLCs in Georgia.
Moreover, § 14-11-1107(b) and § 14-11-1107(l) define the status of the operating agreement in Georgia, while § 14-11-101(18) defines the operating agreement.
How to Form a Limited Liability Company (LLC) in Georgia
To form a limited liability company in Georgia, you should follow the steps below:
How to Form a LLC in Georgia
#1. Reserve a Name For Your LLC
When you start preparing your documents for LLC registration in Georgia, you should first pick a business name for your LLC. The business name must be distinguishable from other business names used by other business entities in Georgia.
To make sure you have a distinguishable business name, you can do a name check at the Georgia business search website. Additionally, you can make a name reservation until you register your LLC.
#2. Choose the Type of LLC
Depending on the place you established your LLC, you can choose between a domestic or foreign LLC. A domestic LLC is established inside Georgia, while a foreign LLC is established outside Georgia.
Depending on how many members the LLC will have, you can choose between a single-member LLC and a multi-member LLC.
#3. Nominate an Agent
Each LLC in Georgia must designate an agent who is going to receive important documents on behalf of the LLC. The agent can be an individual with a registered address in Georgia or an entity authorized to conduct business in Georgia. You can even name yourself as an agent.
#4. File the Articles of Organization
Domestic LLCs must file an Article of Organization. They can file them online or by submitting Form CD 030.
Foreign LLCs must submit the Application for Certificate of Authority. They can also do it online or by submitting Form CD 241.
Before submitting an online application, the applicant must first register to access the system.
#5. Pay the Required Fee
The application fee for domestic LLCs is $100, while the application fee for foreign LLCs is $225.
If you are applying online, the web application will guide you to pay the fee using your credit or debit card. However, if you are filing your application via mail, you should attach a check to your application and send it to the following address:
Office of Secretary of State, Corporations Division, 237 Coliseum Drive, Macon, Georgia 31217-3858
#6. Create your LLC Operating Agreement
Although not required by state law, after registering your company, you can also draft the operating agreement and define all the details not provided in state laws and regulations and in your LLC registration documents.
#7. Apply For an Employer Identification Number (EIN)
This number is crucial if you want to open a company bank account or complete company transactions. You can apply for an EIN online or by submitting Form SS-4.