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This page covers what we found on Georgia's own pages, then what a Georgia agreement should say. We checked the register an LLC page and the Corporations Division's FAQ. The registration list asks for the LLC name, the filer, an email, the principal office, the registered agent, each organizer and any optional provisions. It does not ask for an operating agreement. We found no state page there that says whether you must have one. Our Georgia LLC guide covers the filing itself.
Why does the agreement matter more in Georgia?
Because the state record says almost nothing about ownership. The Division states that Georgia law for LLCs requires only the listing of the registered agent. Members and managers are not listed, and you cannot change them by filing with the Secretary of State.
So a bank, a buyer or a court looking at the state record sees the registered agent and little about the owners. The agreement is where you show who the members are, who manages, and what each owns. Without one, a dispute between owners has nothing in writing to lean on.
Which Georgia details belong in it?
Use the general checklist in our operating agreement guide, then add these.
- The name. The LLC name has to end in limited liability company, limited company, LLC, L.L.C., LC or L.C. Keep the same form of name in the agreement as in the filing.
- The registered agent. Name the agent, and say who may change it. The agent is changed through the annual registration or an amended annual registration, which costs $30. See our Georgia registered agent page.
- The yearly filing. The annual registration is $60 and is due between January 1 and April 1. Say who files it and who pays. An LLC that skips it can be dissolved administratively.
- Management. Say whether members manage or whether you appoint managers. Georgia filings do not capture this, so the agreement must.
Who can sign filings for the LLC?
State filings need a signer with authority, and the Division's FAQ names them. Articles of amendment are signed by a member, manager or organizer, or the organizer when the LLC has no members or managers yet. A certificate of termination can be signed by a member, manager, organizer or attorney in fact. Registered agents may not sign articles of amendment, though they may sign a reinstatement application.
Put that into the agreement. Name which members or managers sign state filings, and what happens if one is unavailable. A lost signer can stall a name change or a dissolution.
How should you keep it current?
Treat the annual registration window as a yearly review. Each January, open the agreement and check four things: who the members are, who manages, who the agent is and who holds the signing authority. When ownership changes, sign an amendment to the agreement the same day. The state will not record the change for you, so your own papers have to be right.
Keep the signed copy with the Articles of Organization and the EIN letter, and give every member a copy.
One member or several?
A single owner needs a short record of ownership and succession. Several owners need rules for capital, votes, transfers and exits. See the single member operating agreement and multi member operating agreement pages.
Free template or lawyer?
Our free template is generic and is not legal advice. It will not reflect any Georgia statute you rely on. If you bring in investors or hold property worth protecting, have a Georgia lawyer read it.
Once it is signed, get your EIN with the EIN guide. The fees are in the Georgia LLC cost guide.
Ready to form? Use the start an LLC form.