Understanding Georgia LLC Laws
The rules for starting and running a Georgia limited liability company (LLC) are laid out by Georgia's LLC laws.
In this guide, we offer simple explanations to Georgia LLC laws about:
- LLC Formation Requirements
- Registered Agent Duties and Appointment
- Operating Agreements
- Annual Registration Requirements
To learn more about starting an LLC, visit our form an LLC guide.
LLC Formation Requirements
Georgia LLC laws set out the requirements for forming an LLC. The State of Georgia has created the Corporations Division business portal and PDF Articles of Organization form to simplify the process.
Georgia LLC Formation Statute
The following LLC formation statutes are from Georgia Limited Liability Company Act:
Section 14-11-203. Formation
(a) One or more persons may act as the organizer or organizers of a limited liability company by delivering articles of organization to the Secretary of State for filing and supplying to the Secretary of State, in such form as the Secretary of State may require, the following information:
(1) The name and address of each organizer;
(2) The street address and county of the limited liability company's initial registered office and the name of its initial registered agent at that office; and
(3) The mailing address of the limited liability company's principal place of business.
(b) An organizer need not be a member of the limited liability company at the time of formation or thereafter.
(c) A limited liability company is formed when the articles of organization become effective pursuant to Code Section 14-11-206.
(d) The Secretary of State's filing of the articles of organization is conclusive proof that the organizers satisfied all conditions precedent to formation, except in a proceeding by the state to cancel or revoke the formation.
(e) During any period when a limited liability company has any members it may have one or more members.
Code 1981, § 14-11-203, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2009, p. 108, § 2/HB 308.
Section 14-11-204. Articles of organization
(a) The articles of organization shall set forth the name of the limited liability company, which name must satisfy the requirements of Code Section 14-11-207.
(b) The articles of organization may set forth:
(1) That management of the limited liability company is vested in one or more managers; and
(2) Any other provisions not inconsistent with law.
Code 1981, § 14-11-204, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1994, p. 161, § 5.
Section 14-11-205. Execution of documents
(a) Unless otherwise specified in any other Code section of this chapter, any document required or permitted by this chapter to be delivered to the Secretary of State for filing shall be executed:
(1) By any member;
(2) By any manager if management of the limited liability company is vested in one or more managers;
(3) By any organizer if the limited liability company has been formed but it has no members or managers; or
(4) If the limited liability company is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
(b) The person executing the document shall sign it and state beneath or opposite his or her signature his or her name and the capacity in which he or she signs.
(c) The person executing the document may do so as an attorney-in-fact. Powers of attorney relating to the execution of the document do not need to be shown to or filed with the Secretary of State.
Code 1981, § 14-11-205, enacted by Ga. L. 1993, p. 123, § 1.
What This Means: Key Takeaways*
The Georgia LLC statute provides the requirements for setting up (or forming) an LLC. The State of Georgia offers online and mail-in LLC filing to meet these requirements.
Required Information for Georgia LLC Formation:
- LLC’s name (Must meet Georgia LLC naming requirements)
- LLC principal office’s street and mailing address
- Registered agent’s name, Georgia address, and signature of acceptance
- Name and address of each LLC organizer
Optional Information for Georgia LLC Formation:
- LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute.
- LLC organizers can make statements about management structure
Recommended: For help with completing the LLC formation forms, visit our Georgia LLC Articles of Organization guide.
Registered Agent Duties and Appointment
Georgia LLC laws define the duties and appointment of the LLC registered agent.
Georgia LLC Registered Agent Statute
The following registered agent statutes are from Georgia Limited Liability Company Act:
Section 14-11-209. Registered office and registered agent
(a) Each limited liability company shall continuously maintain in this state:
(1) A registered office which may, but need not, be a place of its business in this state; and
(2) A registered agent for service of process on the limited liability company. The address of the business office of the registered agent shall be the same as the address of the registered office referred to in paragraph (1) of this subsection.
(b) A registered agent must be an individual resident of this state, a corporation, or a foreign corporation having a certificate of authority to transact business in this state.
(c) A limited liability company may change its registered office or its registered agent, or both, by filing an amendment to its annual registration that sets forth:
(1) The name of the limited liability company;
(2) The street address and county of its then registered office;
(3) If the address of its registered office is to be changed, the new street address and county of the registered office;
(4) The name of its then registered agent; and
(5) If its registered agent is to be changed, the name of its successor registered agent.
(d) A registered agent of a limited liability company may resign as such agent by signing and delivering to the Secretary of State for filing a statement of resignation, which may include a statement that the registered office is also discontinued. On or before the date of the filing of the statement of resignation, the registered agent shall deliver or mail a written notice of the registered agent's intention to resign to the limited liability company at the most recent mailing address of the limited liability company's principal place of business in this state listed in the records of the Secretary of State. The agency appointment is terminated, and the registered office discontinued if so provided, on the earlier of the filing of the limited liability company's annual registration or a statement designating a new registered agent and registered office if also discontinued or the thirty-first day after the date on which the statement of resignation was filed.
(e) A registered agent may change the agent's office and the address of the registered office of any limited liability company of which the agent is the registered agent to another place within this state by filing a statement, as required in subsection (c) of this Code section, setting forth the required information for all limited liability companies for which he or she is the registered agent, except that it need be signed only by the registered agent and need not be responsive to paragraph (5) of subsection (c) of this Code section and must recite that a copy of the statement has been mailed to the limited liability company at the most recent mailing address of the limited liability company's principal place of business listed on the records of the Secretary of State.
(f) Whenever a limited liability company shall fail to appoint or maintain a registered agent in this state or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the Secretary of State shall be an agent of such limited liability company upon whom any process, notice, or demand may be served. Service on the Secretary of State of any such process, notice, or demand shall be made by delivering to and leaving with him or her or with any other person or persons designated by the Secretary of State to receive such service two copies of such process, notice, or demand. The plaintiff or his or her attorney shall certify in writing to the Secretary of State that the limited liability company failed either to maintain a registered office or appoint a registered agent in this state and that he or she has forwarded by registered or certified mail or statutory overnight delivery such process, notice, or demand to the most recent registered office listed on the records of the Secretary of State and that service cannot be effected at such office.
(g) The Secretary of State shall keep a record of all processes, notices, and demands served upon him or her under this Code section and shall record therein the time of such service and his or her action with reference thereto.
(h) This Code section does not prescribe the only means, or necessarily the required means, of serving any process, notice, or demand required or permitted by law to be served on a limited liability company.
Code 1981, § 14-11-209, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1999, p. 405, § 33; Ga. L. 2000, p. 1589, § 3.
What This Means: Key Takeaways*
A registered agent’s job is to accept service of process (legal summons to a lawsuit).
A Georgia registered agent must:
- Maintain a registered office in Georgia (i.e., no P.O. boxes)
- Be an individual, a Georgia corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
Registered agent information is kept on file by the State of Georgia. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.
Georgia LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement definition from Georgia Limited Liability Company Act:
Section 14-11-101. Definitions
(18) "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. In the case of a limited liability company with only one member, a writing signed by that member stating that it is intended to be a written operating agreement shall constitute a written operating agreement and shall not be unenforceable by reason of there being only one person who is a party to the operating agreement. A limited liability company is not required to execute its operating agreement and, except as otherwise provided in the operating agreement, is bound by its operating agreement whether or not the limited liability company executes the operating agreement. An operating agreement may provide enforceable rights to any person, including a person who is not a party to the operating agreement, to the extent set forth therein.
Section 14-11-313. Records and information
Except as otherwise provided in the articles of organization or a written operating agreement:
(1) Each limited liability company shall keep at its principal office the following:
(A) A current list of the name and last known address of each member and manager;
(B) Copies of records that would enable a member to determine the relative voting rights, if any, of the members;
(C) A copy of the articles of organization, together with any amendments thereto;
(D) Copies of the limited liability company's federal, state, and local income tax returns, if any, for the three most recent years;
(E) A copy of any operating agreement that is in writing, together with any amendments thereto; and
(F) Copies of financial statements, if any, of the limited liability company for the three most recent years;
(2) A member may:
(A) At the member's own expense, inspect and copy any limited liability company record upon reasonable request during ordinary business hours;
(B) Obtain from time to time upon reasonable demand:
(i) True and complete information regarding the state of the business and financial condition of the limited liability company;
(ii) Promptly after becoming available, a copy of the limited liability company's federal, state, and local income tax returns, if any, for each year; and
(iii) Other information regarding the affairs of the limited liability company as is just and reasonable; and
(3) If the limited liability company refuses to permit the inspection authorized by paragraph (2) of this Code section, the member demanding inspection may apply to the superior court for the county in which the registered office of the limited liability company is located, upon such notice as the court may require, for an order directing the limited liability company to show cause why an order permitting such inspection by the applicant should not be granted. The court shall hear the parties summarily, by affidavit or otherwise, and if the limited liability company fails to establish that the applicant is not entitled to such inspection, the court shall grant an order permitting such inspection, subject to any limitations which the court may prescribe, and grant such other relief, including costs and reasonable attorneys' fees, as the court may deem just and proper.
Code 1981, § 14-11-313, enacted by Ga. L. 1993, p. 123, § 1.
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.
Annual Registration Requirements
Georgia LLC laws set out the requirements for annual LLC registration. The State of Georgia has created the annual registration portal to simplify the process.
Georgia LLC Annual Registration Statute
The following annual registration statutes are from the Georgia Limited Liability Company Act:
Section 14-11-1103. Annual registration
(a) Each limited liability company and each foreign limited liability company authorized to transact business in this state shall deliver to the Secretary of State for filing an annual registration that sets forth:
(1) The name of the limited liability company or the foreign limited liability company and the jurisdiction under whose law it is organized;
(2) The street address and county of its registered office and the name of its registered agent at that office in this state;
(3) The mailing address of its principal place of business; and
(4) Any additional information that is necessary to enable the Secretary of State to carry out the provisions of this chapter.
(b) Information in the annual registration must be current as of the date the annual registration is executed on behalf of the limited liability company or foreign limited liability company.
(c) The first annual registration must be delivered to the Secretary of State between January 1 and April 1, or such other date as the Secretary of State may specify by rules or regulations, of the year following the calendar year in which the limited liability company was formed or a foreign limited liability company was authorized to transact business. Subsequent annual registrations must be delivered to the Secretary of State between January 1 and April 1, or such other date as the Secretary of State may specify by rules and regulations, of the following calendar years.
(d) If an annual registration does not contain the information required by this Code section, the Secretary of State shall promptly notify the limited liability company or foreign limited liability company in writing and return the registration to it for correction. If the registration is corrected to contain the information required by this Code section and delivered to the Secretary of State within 30 days after the date of notice, it is deemed to be timely filed.
Code 1981, § 14-11-1103, enacted by Ga. L. 1993, p. 123, § 1.
What This Means: Key Takeaways*
You can file your Georgia annual registration online.
Your Georgia LLC annual registration must state the following information (and must be current as of the date of filing):
- The name of the LLC
- The street address of principal office and mailing address
- The name of the registered agent
- The street address and county of the registered office.
Annual Registration Due Dates:
- Annual registrations are due between January 1 and April 1 each year.
- The first annual registration is due the following calendar year after the LLC became effective.
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.