Georgia LLC Operating Agreement

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LLC Operating Agreement (template + instructions)

Downloads

Download a free LLC Operating Agreement:
Member-managed: Google DocWordPDF
Manager-managed: Google DocWord

Next Step

After you’ve completed and signed your LLC’s Operating Agreement, you can then proceed to the next Lesson: Tax ID Number (EIN).

Matt Horwitz


Matt Horwitz
Founder & Educator, LLC University®
Matt Horwitz has been the leading expert on LLC education for the past decade. He founded LLC University in 2010 after realizing people needed simple and actionable instructions to start an LLC that other companies weren't offering. He's cited by Entrepreneur Magazine, Yahoo Finance, and the US Chamber of Commerce, and was featured by CNBC and InventRight.
 
Matt holds a Bachelor's Degree in business from Drexel University with a concentration in business law. He performs extensive research and analysis to convert state laws into simple instructions anyone can follow to form their LLC - all for free! Read more about Matt Horwitz and LLC University.

29 comments on “Georgia Operating Agreement”

Disclaimer: Nothing on this page shall be interpreted as legal or tax advice. Rules and regulations vary by location. They also change over time and are specific to your situation. Furthermore, this comment section is provided so people can share their thoughts and experience. Please consult a licensed professional if you have legal or tax questions.

  1. Hi Matt,
    We are an Italian company and created the company LLC in Georgia. Actually we are not able to find a document from IRS that says who is the owner of the company: how and where can i request a document where i can see who are the responsible parties, the organizers and so on?

    Thanks in advance for your attention.

    Claudio.

    • Hey Claudio, the IRS documentation (EIN Confirmation Letter) does not show the “owner”. It only shows the responsible party. Did you obtain an EIN with the IRS? How many members (owners) does the LLC have and who formed it? Ownership of an LLC is set in the Operating Agreement, and it’s not with the IRS. It’s also not set within the Georgia Articles of Organization. The Articles of Organization only has an Organizer, the person filing the paperwork. Ownership of an LLC is done “internally” via the Operating Agreement, between the people who agree to be its members. It sounds like you’re looking for a copy of the Articles of Organization and the Transmittal Form, correct? If so, do you not have a copy of them when you filed? Alternatively, you can search your LLC name here (https://ecorp.sos.ga.gov/BusinessSearch), then click on your LLC, click “Filing History”, then click “Business Formation”. Your LLC has 2 Organizers, but again, this does not necessarily reflect all owners. Hope that helps. Let me know if you need anything else!

      • Hi Matt,
        thanks, you answer was very useful.
        Yes, we (our organizers) obtained the EIN, we filed the form 8832 and receive the approval.
        In the form 8832 we indicated the owner.
        What is the meaning of NAME SURNAME SOLE MBR indicated in the second line of the name and address of the assigned EIN?
        Concerning the Articles of Organization and the Transmittal Form i have to check and let you know.
        Thanks.

        • Hi Claudio, first, why did you file Form 8832? This is not the correct form to obtain an EIN. Form 8832 is used to change the default tax status of a business entity.

          • Hi Matt,
            i suppose we filed the 8832 to be taxable as a corporation.

            • Hey Claudio, that is one way the form can be used. Just wanted to check to make sure you knew :)

          • Hi Matt,
            if possible, can you kindly remove my surname and the company name from the first post?

            Thanks in advance,
            Claudio

              • Hi Matt,
                thanks.

                What is the meaning of
                NAME SURNAME SOLE MBR
                indicated in the second line of the name and address of the assigned EIN?

                • Hey Claudio, it is what the IRS calls the “responsible party“, the person who is in charge of making sure things are handled with the IRS. The Sole Member, means that when you applied for your EIN, you stated you only had 1 member. 1 member LLCs are taxed like Sole Proprietorship (FYI). Feel free to send us an email (these comment boxes get small) if you need more help with it.

  2. Hello,

    Thank you so much for this website. It made my life a whole lot easier!! I have one question. My husband and I are the only members of our LLC. Can I still put sole proprietorship LLC or do we need to do multi LLC under the tax and financial provisions. We have a 50 50 investment so I put the percentage 50% for each of us under capital provisions. Thanks for your help in advance.

    • You’re welcome Carolann! Georgia LLC’s with 2 or more members cannot be taxed like a Sole Proprietorship. Instead, you would elect Partnership taxation as the default tax status with the IRS. Alternatively, your LLC can elect C-Corporation or S-Corporation tax status with the IRS, but the pros and cons will be unique to your situation, and would be too detailed to list out here. We recommend speaking with an accountant (or a few) re: Partnership vs. Corporation tax status for your LLC. Hope that helps!

  3. That Operating Agreement example seems to be way too complicated – can you put some information on what the terms mean and how we find out if they are needed?

    • Hi Shelli, thank you for your comment and feedback. We have some guides we are working on to make the Operating Agreements easier to understand. It won’t be out right away, but in the meantime, I recommend printing out the Operating Agreement and reading a page or two each day. In a few days, it won’t feel so overwhelming. Apologies we don’t have the new content available right now, but it’s on our list. Thanks again :)

      • I was actually going to say the same thing. I had a hard time with both the Articles and the Operating Agreement. It’s just that there’s no explanation of how to fill everything in correctly.

        • Hi Ashley, thank you for your comment. Were you able to follow along in the video instructions? Each blank area in the Operating Agreement was discussed, but I do see what you mean… there’s not a lot explanation. We’ll make sure to do that when we revamp our video instructions. However, the Articles of Organization information in our other lesson does explain everything. Is there anything top of mind you’d like more clarity on?

  4. Hello Matt,

    I opened my business in Georgia almost 2 months ago, but we didn’t start to work yet. I already applied for name and EIN, all documents approved, it will be import-export Company, Could you please advise if we need additional documents or license? Also Do I need to contact with Irs for tax form ,process..?

    Thank you

    • Hi Roj, we do not provide one-on-one services explaining which licenses and permits each business needs. We deals with hundreds of businesses and there are over 20,000 licensing jurisdictions in the United States. Having said that, you can find helpful information and resources on this page of our website. I do not understand your question about the IRS. If I read it correctly however, no, you don’t need to contact the IRS for forms. You can certainly download forms from their website though. I recommend hiring an accountant for help with your taxes. Thanks.

  5. I am forming a Florida LLC for the purposes of buying and managing real estate. I want to put my nephew as a member but not manager…I also am putting in 100percent of the initial investment…So his name should not appear anywhere on the Articles of Organization? My name and address only as registered agent Article III and my Name and address as MGR Article IV? The percent issue and naming him as member is done in the Operating Agreement?

    • Hi Steven, yes, that is correct. If you are aiming to keep his name off of the Florida Articles of Organization, you can do so as you’ve mentioned (by just listing yourself as the Manager) and then listing you and him in the Operating Agreement. This sounds like it’ll be a Manager-managed LLC. If that’s the case, I just emailed you a Manager-managed Operating Agreement. Hope that helps.

  6. Thank you for this information. My question is do I need to fill out the Articles of Organization if I am the sole proprietor of the LLC? I am located in the state of Georgia.

    • Hi Domonique, I would avoid using the phrase “sole proprietor of the LLC”. Instead, you are a Member (owner) of the LLC. And the IRS treats your LLC as a Sole Proprietorship for tax purposes. So your question, “Do I need to fill out the Articles of Organization?” I bolded “fill out” for context. You don’t need to fill out the Articles of Organization, as in, you don’t need to be the person completing the form. You also don’t need to be the LLC Organizer (the person signing the form). Yyou could hire someone to fill it out for you, or you could have a friend be the LLC Organizer. But I think you’re asking, “As the owner of the LLC, does my name need to appear on the Articles of Organization?” If that is your question, the answer is no, LLC Members do not need to be listed on the Georgia Articles of Organization. LLC Members will be kept “internal” and be listed in the LLC’s Operating Agreement. Hope that helps :)

  7. Hi Matt, thank you for this video series.
    To preface this question, my wife and I are starting an LLC and will be 50/50 but will potentially operate out of separate d.b.a.’s or trade names.
    From what I’m understanding from your videos when filling out the LLC form online you can leave the optional provisions blank, as in you do not need to include the LLC members and percentage breakdowns. Is that correct?

    Also, if that is true, then it looks like you enter all of that info in the Operating Agreement, which does not need to be submitted to the state. Is that correct?

    Lastly, how do you process the different d.b.a.’s/trade names? I believe I need to do that with the county but in addition to that is there a way to incorporate that into the Operating Agreement? And, can two members of an LLC be 50/50 of the LLC but have different percentages in the d.b.a.? As in, I run one d.b.a. and receive 100% of management and my wife runs another and receives 100% of management to that.

    Thanks for any help, I hope this is clear.
    Jason

    • Hi Jason, you’re welcome. Glad they’ve been helpful. Yes, you’re correct. The Georgia LLC Articles of Organization doesn’t ask for Member info. And yes, the Operating Agreement is an internal document and isn’t filed with the state. From a technical standpoint, the DBAs are just nicknames for your LLC, so it’s still just one entity. However, if you want to run certain business activities and your wife wants to run other business activities, that’s certainly up to your discretion. You can add a section or an attachment to your Operating Agreement if you’d like to list out your DBAs. In order to file DBAs for your LLC, that would be done once your LLC is approved. Then you’ll need to reach out to the Clerk of Superior Court in the county where your LLC is located. In Georgia, DBAs are filed at the county level. Hope that helps.

  8. Thanks for the information and help with completing the Operating Agreement. I have filed my LLC/Articles of Organization for the State of Georgia. How do I obtain a copy of my original application as I thought I documented myself and my spouse as owners and the percentage of business ownership. I want to make sure I put the same information on the Operating Agreement.

    Thanks

    • Hi Felicia, you’re very welcome :) After your Georgia LLC is approved, you’ll receive back a stamped and approved copy of your Articles of Organization and a Certificate of Organization. There won’t be percentages of ownership though, as that isn’t on the Articles of Organization (or Transmittal Form). The ownership percentages are only in the LLC Operating Agreement.

      • Thank you for the clarification. I used your instructions and template and completed the Operating Agreement. Thanks for your time and instructions.

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Matt Horwitz founder of LLC University
Matt Horwitz
Founder & Educator
LLC University®