Free Georgia LLC Operating Agreement Template

Georgia LLC Laws and Definition

Section 14-11-101 of the O.C.G.A. is part of the Georgia Limited Liability Company Act, which is Title 14, Chapter 11 of the O.C.G.A.^[1] It defines an operating agreement as any agreement, written or oral, of the member or members as to the conduct of the business and affairs of a limited liability company.^[1] An oral agreement among the members can be an operating agreement too. A written one is easier to prove.

"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.

The same section also says:

• One member. In an LLC with only one member, a writing signed by that member stating that it is intended to be a written operating agreement counts as a written operating agreement. It is not unenforceable because only one person is a party to it.^[1]
• No company signature. A limited liability company is not required to execute (sign) its operating agreement. Unless the agreement says otherwise, the company is bound by it whether or not the company signs.^[1]
• Rights for others. An operating agreement may give enforceable rights to any person, including a person who is not a party to it, to the extent the agreement sets out those rights.^[1]

Single-Member and Multi-Member Operating Agreements

A single-member LLC operating agreement is for an LLC with one owner. A multi-member LLC operating agreement is for an LLC with several owners. Georgia's definition covers both, because it speaks of the member or members.^[1] This template is written for an LLC with one member.

A single-member LLC operating agreement records who owns the company, who manages it, and what the owner put in. Many owners write one even though there is no co-owner to share duties with. The form has a schedule for the owner's initial capital contribution.

Many multi-member LLCs also write down how profits are shared and how members join or leave. In practice, each member keeps a signed copy. If any wording is unclear, ask a lawyer to review it before signing. You can find the template for other states on our LLC operating agreement template page.

What the Georgia Template Covers

The Georgia template is a 31-section single-member LLC operating agreement with three schedules. It sets out who owns the LLC, how it is managed, how money moves between the LLC and its Member, and what happens if the Member leaves or the LLC ends. It is a ready-to-use legal document, so you only fill in the blanks. Here is what each part does:

• Name, office and registered agent. Sections 1 to 3 identify the LLC and give its principal business office and registered agent.
• Member and purposes. Sections 4 to 7 identify the owner, state the LLC's purposes and give its managers and officers the powers to carry them out.
• Management. Section 8 makes the LLC manager-managed, with a Board of one or more Managers. Section 9 covers Officers.
• Limited liability. Section 10 makes the LLC's debts its own. Except as the Act provides, the Member and Managers are not personally obligated for them just because of those roles.
• Money. Sections 11 to 14 cover capital contributions, profits and losses, and distributions. Profits and losses are allocated to the Member.
• Records. Section 15 sets the fiscal year and requires the Board to keep books and records.
• Protection for people who run the LLC. Section 17 covers exculpation and indemnification of Covered Persons.
• Ownership changes. Sections 18 to 20 cover assignment of the interest, resignation and admission of additional members.
• Ending the LLC. Section 21 lists the events that dissolve the LLC and how its affairs are wound up.
• General terms. Sections 22 to 31 cover governing law, amendments, counterparts, notices, when the agreement takes effect, and disregarded entity status for federal tax purposes.

Schedule A defines the terms used in the LLC operating agreement. Schedule B lists the Member, the Managers and the Officers. Schedule C describes the initial capital contribution. Read the whole LLC operating agreement first, because the fixed text is legally part of the contract. If you want legal advice on how it fits your plans, ask a lawyer before signing.

What You Need Before You Start

Gather these details before you fill out the Georgia template. Each one matches a blank in the form, and having them ready lets you complete the LLC operating agreement in one sitting, then download it as a PDF, Word or OpenDocument file:

• The LLC's exact name and the date its Articles of Organization were filed.
• The principal business office address.
• The registered agent and the agent's address.
• The Member's full name and address.
• The initial Managers and Officers.
• A description of what the Member is contributing to the LLC.

The steps below follow the form page by page. Keep your Articles of Organization nearby, because the first page and Section 30 ask for the filing date. If you are unsure how to answer a choice on the form, such as whether the LLC has Officers, ask a lawyer before you finalize it.

The Articles of Organization are the filing that forms your LLC. Section 14-11-101 defines them as the articles filed under Code Section 14-11-203, while the operating agreement is a separate document that you do not file.^[1]

How to Fill Out the Georgia Operating Agreement Template

The Georgia template is a single-member LLC operating agreement. Most of it is fixed text, so you only fill in the parts below, in the order they appear on the form. Complete it online, or download the PDF and fill it in with our PDF editor.

1. Title and preamble (page 1). Enter the company name, the state of formation, the agreement date, the Member, the date the Articles of Organization were filed, and the LLC statute reference.
2. Sections 2 and 3, office and registered agent (page 1). Enter the principal business office address in Section 2. In Section 3, enter the registered agent and the agent's address.
3. Section 6, Purposes (page 2). Select one box. Either describe the business purpose or choose "All matters permitted by applicable law."
4. Section 8, Managers (page 2). Enter the initial number of Managers in Section 8(a). Their names go on Schedule B.
5. Section 8(g), Compensation of Managers (page 3). Select one box. Managers may be paid expenses, or there is no compensation or reimbursement. The second box is on page 4.
6. Section 9, Officers (page 4). Choose whether the company has Officers. If it does, state each Officer's role where the form asks.
7. Section 15, Fiscal Year (page 6). Enter the date the fiscal year starts and the date it ends.
8. Section 30, Effectiveness (page 10). Enter the date the company was legally formed, the same date you entered on page 1.
9. Signature block (page 11). Sign on the By line as Member, then print your name and title. The form has no witness or notary block.
10. Schedule A, Definitions (page 12). Enter the date the company was legally formed in the Articles of Organization definition. The rest is fixed text.
11. Schedule B, Member, Managers and Officers (page 14). Enter the Member's name and address, the initial Managers' names, and the initial Officers' names.
12. Schedule C, Initial capital contribution (page 15). Describe what the Member put into the company. Section 11 refers to this schedule.

Frequently Asked Questions

Does an LLC need to have an operating agreement?

Georgia law says a limited liability company is not required to execute (sign) its operating agreement. Unless the agreement says otherwise, the company is bound by it whether or not the company signs.^[1] A written agreement still gives the members one clear record of how the company runs.

Do I need an operating agreement for my LLC in Georgia?

Under Section 14-11-101 of the O.C.G.A., a limited liability company is not required to execute its operating agreement. The statute also counts an agreement among the members as an operating agreement, written or oral.^[1] Putting yours on paper is the easiest way to show what the members agreed.

Can a single-member LLC have an operating agreement?

Yes. In an LLC with only one member, a writing signed by that member stating that it is intended to be a written operating agreement counts as a written operating agreement. It is not unenforceable because only one person is a party to it.^[1]

General information, not legal or tax advice.

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Sources

1. O.C.G.A. § 14-11-101.

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