Articles of Organization LLC Georgia

What Are Georgia Articles of Organization?

The Georgia Articles of Organization is a legal document filed with the Georgia Secretary of State to officially form a Limited Liability Company (LLC) in the state. This document, also known as Form CD 030, provides essential information about the LLC to the state, such as its name, registered agent, and management structure. Filing the Articles of Organization is a crucial step in establishing the LLC as a recognized legal entity, granting it the authority to conduct business within Georgia. While the Articles of Organization establish the LLC's existence, an Operating Agreement governs the internal operations and management of the LLC, detailing the rights and responsibilities of its members.

Are Georgia Articles of Organization Required?

Yes, filing the Georgia Articles of Organization is legally required to form an LLC in the state. Without filing this document, an LLC cannot be recognized as a legal entity, which means it cannot conduct business, enter into contracts, or benefit from the liability protections typically afforded to LLCs. The formation and regulation of LLCs are governed by state law, and compliance with these requirements is essential for legal operation.

Information Required in Georgia Articles of Organization

Name Requirements

In Georgia, an LLC's name must be distinguishable from other business entities registered in the state. The name must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." to clearly indicate its business structure.

Georgia Registered Agent and Registered Office

Every Georgia LLC must designate a registered agent with a physical address in the state. The registered agent is responsible for receiving legal documents and official correspondence on behalf of the LLC. The agent must consent to this role, ensuring they are available during regular business hours to accept service of process.

Management Structure

Georgia recognizes two management structures for LLCs: member-managed and manager-managed. In a member-managed LLC, all members participate in the decision-making process. In a manager-managed LLC, designated managers handle the day-to-day operations, and their names must be listed in the Articles of Organization.

Organizer Information

The organizer is the individual or entity responsible for filing the Articles of Organization. The organizer does not need to be an owner or manager of the LLC but plays a crucial role in submitting the necessary documentation to the state.

Purpose Statement

Georgia allows for a general purpose statement in the Articles of Organization, meaning the LLC can engage in any lawful business activity. However, some businesses may choose to include a specific purpose to clarify their business intentions.

Certificate of Formation Effective Date

In Georgia, the effective date of the LLC's formation can be immediate upon filing or delayed to a future date specified in the Articles of Organization. This flexibility allows businesses to plan their start date according to their operational needs.

How to File Georgia Articles of Organization

Online

The Georgia Articles of Organization can be filed online through the Georgia Secretary of State's official business filing system. Online filing is often faster and more convenient, with quicker processing times compared to other methods.

Mail

To file by mail, the appropriate state form must be completed and sent to the Georgia Secretary of State's office. Mailed filings typically take longer to process than online submissions.

Georgia Articles of Organization Filing Fee

The Georgia Secretary of State charges a $100 filing fee to submit Articles of Organization, with an additional $10 service charge applied at the time of filing.

What Happens After Filing Georgia Articles of Organization?

Once the Articles of Organization are approved, the LLC is legally formed and can begin conducting business in Georgia. The LLC becomes eligible to obtain an Employer Identification Number (EIN) from the IRS, set up business banking accounts, and adopt an Operating Agreement. The state does not issue a physical certificate of formation, but certified copies can be requested if needed. Ongoing compliance with state regulations, such as annual registration, is required to maintain the LLC's good standing.

Common Mistakes When Filing Georgia Articles of Organization

Common mistakes when filing the Georgia Articles of Organization include providing incorrect registered agent details, selecting the wrong management structure, and confusing the Articles of Organization with an Operating Agreement. Ensuring accurate and complete information in the filing can prevent delays and complications in the LLC formation process.