Free Georgia LLC Operating Agreement

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Every Georgia LLC should have an Operating Agreement, but getting one doesn’t have to be expensive. You can download and customize your own Operating Agreement using our free template below.

Georgia LLC Operating Agreement (Member-managed)

Here is a Member-managed Operating Agreement template available in 3 formats. This can be used for a Single-Member LLC or a Multi-Member LLC.

A Member-managed LLC is where all the Members (LLC owners) have the ability to legally bind the LLC in contracts and agreements. The LLC Members also run the business and day-to-day operations.

Georgia LLC Operating Agreement (Manager-managed)

Here is a Manager-managed Operating Agreement template available in 2 formats. This can be used for a Single-Member LLC or a Multi-Member LLC.

A Manager-managed LLC is where one or more designated people (called Managers), have the ability to legally bind the LLC in contracts and agreements. The LLC Manager(s) also run the business and day-to-day operations.

The Members can't legally bind the LLC in contracts and agreements. They also don't take part in running the business and day-to-day operations. Instead, they take a passive/investor role.

However, the Members vote the Manager(s) into their position and are required to vote on certain things, like adding or removing an LLC Member.

Which one should I choose? It depends on how you want your LLC to be managed. Please see Member-managed vs Manager-managed LLC for more details. If you’re not sure which one to use, we recommend using the Member-managed Operating Agreement. This is the most common type of LLC management.

What is a Georgia LLC Operating Agreement?

Operating Agreement

A Georgia LLC Operating Agreement is a written contract between the LLC Members (LLC owners). This legal document includes detailed information about LLC ownership structure, who owns the company and how the LLC is managed.

Single-Member LLCs and Multi-Member LLCs should draft an Operating Agreement, keep it with their business records, and give a copy to all Members.

What should be included in LLC Operating Agreements?

Basic Information

Your Operating Agreement will include basic information about your Limited Liability Company. Some of the information will be the same as what is listed in your Georgia LLC Articles of Organization. Operating Agreements should include:

LLC Ownership

Your Operating Agreement will list all the LLC Members and how much of the Limited Liability Company they each own.

How much of the LLC someone owns is called their “LLC Membership Interest”.

LLC Membership Interest is most often expressed as a percentage (like 5%, 50%, 100%, etc.).

Note: Some people make the mistake of saying they are “shareholders” of an LLC. This isn’t accurate. The terms “shares” or “shareholders” do not exist when talking about LLCs. The term “shares” specifically refers to ownership in a Corporation.

Initial Capital Contributions (putting money into your LLC)

After your LLC is approved, you should open an LLC bank account and put money into that account.

Each of the LLC Members makes an initial capital contribution. Capital contribution simply means a deposit of money into the LLC bank account.

To learn more about capital contributions, like how much you should contribute, check out LLC Capital Contributions.

You will list the initial capital contributions in your LLC’s Operating Agreement.

Matt Horwitz, founder of LLC University®Pro tip: If you complete your Operating Agreement before you have opened an LLC bank account, just enter the amount the Members plan to deposit. If the amount of your deposit changes, it’s okay to edit your Operating Agreement with the actual amounts later.

Statement about taxes

You will list how your LLC will be taxed in your Operating Agreement. There are four common ways an LLC can be taxed:

  • LLC taxed as a Sole Proprietorship
  • LLC taxed as a Partnership
  • LLC taxed as an S-Corporation
  • LLC taxed as a C-Corporation

Note: Husband and wife LLCs can sometimes be taxed as a Qualified Joint Venture LLC. To do this, the LLC must be formed in a community property state. Georgia is not a community property state, so your Georgia LLC can’t be taxed as a Qualified Joint Venture.

Voting Rights of LLC Members

The rules of membership voting will be spelled out in your Georgia LLC’s Operating Agreement.

If you use the Member-managed Operating Agreement, the voting powers are proportionate to the LLC Membership Interest.

If you use the Manager-managed Operating Agreement, the voting powers are also proportionate to the LLC Membership Interest. Then the Members vote to elect a Manager or Managers. The Manager(s) then has authority to make certain decisions on behalf of the LLC (without needing a vote by the Members).

However, certain things, like adding or removing an LLC Member, require a vote of the Members (and the Manager has no say).

Make sure all LLC Members have a copy

Once you finalize your Operating Agreement, make sure all the Members have a copy.

We recommend keeping a copy of the Operating Agreement with your LLC business records.

Operating Agreement FAQs

As per the Georgia LLC Act’s definition of “operating agreement,” an Operating Agreement isn’t required for an LLC in Georgia.

But while it’s not required in Georgia to conduct business, we strongly recommend having an Operating Agreement for your LLC.

Additionally, financial institutions (like banks) and other organizations may need to see a copy of this paperwork in order for you to do business with them.

It’s best to have an Operating Agreement, even if you are the only Member of your Georgia LLC (a Single-Member LLC).

If you go to court, an Operating Agreement helps prove that your Single-Member LLC is being run as a separate legal entity. And that protects your personal assets.

It’s best to have an Operating Agreement, especially for a Multi-Member LLC. This document will spell out ownership percentages, profit distribution, and management responsibilities.

If you go to court, an Operating Agreement helps prove that your Multi-member LLC is being run as a separate legal entity.

No, you don’t have to send your Operating Agreement to the Georgia Secretary of State, or any other government agency.

Operating Agreements are “internal documents”. Meaning, the Members just need to keep a copy with their business records.

The Operating Agreement is a legally binding document upon the LLC Members because of the Members’ signatures. It doesn’t need a government stamp of approval.

However, in the future, if your company were involved in a lawsuit or an audit, a court or government agency might ask to see a copy of your Operating Agreement.

Additionally, you may also need to show this document to:

  • financial institutions when you open a business bank account
  • financial institutions if you apply for a loan for the LLC
  • a title company if your LLC is buying real estate

No, your Operating Agreement doesn’t need to be notarized. Each Member just needs to sign it.

Once you (and the other LLC Members, if applicable) sign the Operating Agreement, then it becomes a legal document.

Yes, but we recommend using an Operating Agreement template.

An Operating Agreement is a legal document. You don’t have to hire a lawyer to write one, though. Using a template helps make sure you cover everything you need to.

LLC University® offers free Operating Agreement templates that you can download and customize to write your own LLC Operating Agreement.

If you wanted to write a simple Georgia Operating Agreement without using a template, you could. You’d need to check with the Georgia LLC Act to make sure it meets all the requirements.

For example, at a minimum, you’d want your Georgia LLC name, your Registered Agent information, your business purpose, the names of the LLC Members, and information about initial capital contributions.

However, there is a lot more information that is important to document about your LLC.

It’s probably a lot easier to start with an existing template. We have a free Operating Agreement template you can download on this page.

An LLC (Limited Liability Company) is a type of business structure. It’s a legal business entity that you form by filing a document called the Articles of Organization with the state.

An Operating Agreement is an internal document that governs how your LLC is run. It contains rules about how much of the company each Member of the LLC owns, and other details about management and taxes.

Said another way, the LLC is your legal entity. And the Operating Agreement is a written set of rules for how the LLC will operate.

You could have an LLC without an Operating Agreement (but you shouldn’t). But you can’t have an Operating Agreement without an LLC.

Here are the steps to starting an LLC in Georgia:

  1. Choose an LLC name and make sure it’s available
  2. Choose who will be your Georgia Registered Agent
  3. File the Georgia LLC Articles of Organization
  4. Complete and sign an LLC Operating Agreement
  5. Get a Tax ID Number (EIN) from the IRS
  6. Research business license requirements
  7. Open an LLC bank account

Next Step: EIN Number for an LLC

Once you have created your LLC Operating Agreement, you can proceed to the next lesson: Georgia LLC EIN Number.

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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