Georgia LLC Operating Agreement: Why and How to Get One

Is an LLC operating agreement required in Georgia?

No, you’re not required by law to have an LLC operating agreement in Georgia. But that doesn’t mean you should skip it. Without a written operating agreement, your limited liability company will be governed by the Georgia Limited Liability Company Act, which may not align with how you actually want to run your business. 

With an operating agreement, you get to set most of your own rules, making operations smoother and reducing the risk of conflict. Even if your limited liability company has only one member, it can increase your legal protections and separate your finances from company property.

Benefits of having a Georgia LLC operating agreement

Every Georgia limited liability company should have a strong operating agreement. Here’s why:

• Legal protection. Georgia law protects LLC members from personal liability for the company’s debts or obligations. A well-written operating agreement reinforces this protection by clearly defining the separation between such members’ personal and company funds.
• Dispute prevention. Putting verbal agreements into writing helps prevent misunderstandings and legal battles later. A written operating agreement outlines decision-making processes, member responsibilities, and steps for resolving disputes so everyone is on the same page.
• Operational guidance. Every limited liability company needs a clear framework. Without a written operating agreement, Georgia’s default laws will decide these matters for you. With an LLC operating agreement, you have the power to tailor these rules to your business’s unique needs.
• Member accountability. A Georgia operating agreement holds members accountable by outlining their roles, member responsibilities, and consequences for violating the rules. Once signed, the operating agreement becomes a legally binding contract, which means you can enforce it if necessary.
• Financial security. Georgia’s articles of organization don’t require you to list your LLC’s members, which can make it tricky to prove ownership. Many financial institutions require an LLC operating agreement to confirm who owns the business before you can open a bank account or get a loan.

Key components of a Georgia LLC operating agreement

You know your limited liability company needs a written operating agreement—but what do you need to include? Below are the key sections that every Georgia LLC operating agreement should have and why they matter.

LLC name and principal address

Your LLC’s name and principal place of business should be clearly stated in the operating agreement. All of your business’s legal documents, tax filings, and bank accounts need to have the same information listed, so it’s important to get the details right:

• Use the exact LLC name from your articles of organization (including punctuation and spelling).
• List the principal address where your limited liability company operates (not a P.O. box).
• If your business moves, your operating agreement should explain how to update the address.

Statement of intent

This section of the LLC operating agreement formally states that your business entity is legally formed and will operate in compliance with the law. Your statement of intent should: 

• Confirm that the limited liability company is a legal business entity under Georgia law.
• Specify that it will conduct lawful business activities and comply with Georgia Code § 14-11.
• Clarify that unless otherwise stated, your Georgia LLC will exist indefinitely.

Duration of the LLC

By default, a Georgia LLC is considered perpetual (it will continue operating until it’s dissolved). However, if your limited liability company will only exist for a limited time—such as for a real estate project or short-term investment—the operating agreement should state:

• The specific end date (if applicable).
• Events that would trigger dissolution, such as the completion of a contract or sale of a business asset.

Member information

Your operating agreement should clearly list the full legal names of all members and their ownership percentages. Every Georgia LLC has at least one member, with no maximum. In addition, a Georgia LLC is automatically member-managed, and all members have the power to act on behalf of the limited liability company, sign contracts, and make decisions that are legally binding. You can use this section of the LLC operating agreement to change these default laws by listing and defining each member’s roles and responsibilities.

Management information

A Georgia LLC can be either member-managed or manager-managed. If your limited liability company is small or has only one member, a member-managed structure is usually the best choice. If you want to appoint one or more people to handle daily operations, the business entity is manager-managed.

 This section of the LLC operating agreement states your management structure and lists managers’ names, titles, and responsibilities. It should also define what powers managers have, how they can be appointed or removed, and what happens if a manager doesn’t fulfill their duties. If this section is left vague, the business will have to follow Georgia law. For example, the law requires approval from more than half of the members to remove a manager, unless otherwise specified in the LLC operating agreement. 

Voting rights and decision-making

By default, Georgia LLC law gives each member or manager one vote. General business decisions require a majority vote, while more serious actions—such as dissolving the LLC, merging with another business, or adding new members—require unanimous approval.

However, a Georgia LLC operating agreement allows you to customize how voting works. You can choose to assign voting power based on ownership percentages, require different vote thresholds for different decisions, or give certain members more control over financial matters. This section should also define who can sign contracts and make financial commitments.

Profit and loss distribution

Georgia law automatically splits profits and losses equally among LLC members. Your LLC operating agreement, however, can specify if you want profits and losses distributed differently, for example based on ownership percentages. It should also outline how and when distributions are made, including whether members take profits on a set schedule or if withdrawals require a vote.

Meeting procedures

Unlike corporations, Georgia LLCs are not required to hold annual meetings. However, for limited liability companies with multiple members, having structured meetings can help keep them aligned on important business decisions. Your LLC operating agreement should outline whether meetings are mandatory, how often they’re held and why, and who records the members present and the minutes. If your limited liability company doesn’t require meetings, you may want to specify how voting or decision-making is handled without in-person discussions.

Assignment and transfer of LLC interest

Georgia law defines some rules for assigning limited liability company interests, including that interest can be assigned to non-members and that doing so doesn’t make them a member. It also outlines when a member is allowed to “dissent” from the LLC and have other members buy them out, for example during mergers or if an amendment to the articles of organization affects their rights.

Beyond that, the law doesn’t specify how to transfer ownership, so it’s important to outline this in your LLC operating agreement. For example, the written operating agreement controls whether members can transfer their shares freely or need approval, what happens if a member wants to sell their interest to an outside party, and whether existing members have the first right to buy back shares before they’re sold externally.

Dissolution procedure

By law, a Georgia LLC can be dissolved if all members agree to shut it down, if 90 days pass after the last member leaves, or if a court orders dissolution due to legal disputes or other issues, among other reasons. The law also outlines specific processes for dissolution of the limited liability company and requires that assets be distributed equally among members.

A written operating agreement can’t change certain things, like the fact that you’ll need to settle your debts and liabilities. However, it can specify things like the steps for voting to dissolve the limited liability company, which member of the limited liability company executes the final financial statements, tax returns, and dissolution documents, and how final financial matters will be handled.

How to create a Georgia LLC operating agreement

Your LLC operating agreement is a legal document, so it’s important to take your time and get it right. Follow these steps to create a Georgia LLC operating agreement that’s legally sound.

1. Gather member information. Start by collecting key details about each LLC member, including their full name, address, and capital contribution (the money, property, or services they’re contributing to the business).
2. Decide on the management structure. Determine whether your limited liability company will be member-managed or manager-managed. If all owners will be actively involved in daily operations, a member-managed structure may be best. If you prefer to appoint a manager to handle decisions, a manager-managed structure allows you to delegate responsibilities.
3. Draft the agreement. You can use an LLC operating agreement template as a starting point, but you’ll need to tailor the document to fit your business. Consulting an attorney or professional service can help you avoid mistakes.
4. Review and revise: Have all members carefully review the LLC operating agreement to be sure they understand their rights, member responsibilities, and financial commitments. Revise the document as needed until everyone is in agreement.
5. Sign and distribute: Sign the finalized LLC operating agreement and give other members a copy for their records. While Georgia does not require limited liability companies to file the agreement with the state, keep it in a safe place for future reference.

Get a Georgia LLC operating agreement with LegalZoom

A Georgia operating agreement is a key document for protecting your limited liability company and keeping things running smoothly. While you can create your own LLC operating agreement, it’s smart to use a professional service or hire independent legal counsel to be sure you don’t miss anything. 

LegalZoom’s operating agreement services make it easy to create this document with confidence. Our process is simple: answer a few questions about your limited liability company, and we’ll generate an operating agreement that’s ready to sign. With over 1.9 million LLC operating agreements created, we’re here to help you set up your business with ease.

FAQs

Does a single-member LLC in Georgia need a written operating agreement?

No, Georgia does not require single-member LLCs—or any LLCs—to have an operating agreement. However, having one is highly recommended even if a limited liability company has only one member, because it helps prove the business is a separate legal entity, which strengthens your liability protection. An LLC operating agreement can also be useful for opening a business bank account or handling financial transactions.

Can I change my operating agreement after forming my Georgia LLC?

Yes, you can amend a written operating agreement after forming your limited liability company, but all members must agree to the changes unless the original agreement outlines a different amendment process. It’s a good idea to review your LLC operating agreement periodically to ensure it still reflects your business’s needs and update it as your company evolves.

Does a Georgia operating agreement need to be filed with the government?

No, Georgia does not require limited liability companies to file a written operating agreement with the Secretary of State or any other government agency. However, each member should keep a signed copy of this legal document in case it’s needed for legal disputes, banking purposes, or business transactions.