Operating Agreement LLC Georgia

Forming a Limited Liability Company (LLC) in Georgia protects personal assets through limited liability, but its operations rely on one key document, the Operating Agreement. This contract outlines ownership, management, profit distribution, and dispute resolution among members.

Is an Operating Agreement Required in Georgia?

No. Georgia law does not require an LLC to have an Operating Agreement. Under Ga. Code Ann. §14-11-101, the document is defined but not mandatory. However, a written agreement is strongly recommended because, without it, the LLC is governed by default statutes, which may not reflect members’ intended terms.

Why You Need a Written Agreement

• Protects Limited Liability – Proves separation between the business and owners, essential in lawsuits.
• Clarifies Internal Rules – Establishes voting rights, profit-sharing, and management duties.
• Allows Customization – Members can modify default legal provisions under §14-11-1107.
• Confirms Ownership – Acts as proof of ownership since the Georgia SOS filings don’t list members.

Key Provisions to Include

A well-drafted Georgia LLC Operating Agreement typically covers:

• Basic Information: LLC name, business purpose, address, and Registered Agent details.
• Ownership and Contributions: Member names, ownership percentages, and capital contributions.
• Management Structure: Whether the LLC is Member-Managed or Manager-Managed, and who holds authority.
• Voting and Profit Distribution: Defines each member’s voting power and how profits or losses are allocated.
• Transfer and Dissolution: Sets procedures for ownership transfers, member withdrawal, and company dissolution.

Management Options

Under Ga. Code Ann. §14-11-202, an LLC is member-managed by default.

• Member-Managed: All members run daily operations.
• Manager-Managed: Designated managers handle operations while members oversee major decisions.

Filing and Recordkeeping

The Georgia Secretary of State oversees LLC formation but does not accept or store Operating Agreements. Keep the signed agreement with company records—it’s not filed or subject to a state fee.

2025 Compliance Update

Starting January 1, 2025, most new Georgia LLCs must file a Beneficial Ownership Information (BOI) report with FinCEN within 30 days of formation. This is separate from the Operating Agreement but reinforces the need for accurate company records.