**ARTICLES OF ORGANIZATION
OF
[LLC NAME]
A GEORGIA LIMITED LIABILITY COMPANY**
[// GUIDANCE: This template integrates (i) the statutorily-required Articles of Organization to be filed with the Georgia Secretary of State and (ii) an Initial Operating & Governance Framework designed to satisfy the client’s internal needs. Sections I-IV constitute the public-facing “Articles” filing; the remaining sections operate as the private Operating Agreement and ancillary governance provisions. Practitioners may detach Sections I-IV for filing, and retain Sections V-X as the Operating Agreement.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Formation Statement (Statutory Articles)
- Supplemental Statutory Disclosures
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
1.1 Title. Articles of Organization & Initial Operating Agreement of [LLC NAME], a Georgia limited liability company (“Company”).
1.2 Date of Adoption. [EFFECTIVE DATE] (the “Effective Date”).
1.3 Governing Law. These Articles and all related rights and obligations shall be construed in accordance with the Georgia Limited Liability Company Act, O.C.G.A. § 14-11-100 et seq. (the “Act”), and other applicable Georgia law.
2. DEFINITIONS
The following capitalized terms have the meanings set forth below. All references to Sections are to Sections of this document unless otherwise indicated.
“Act” – The Georgia Limited Liability Company Act, O.C.G.A. § 14-11-100 et seq., as amended.
“Articles” – Sections 1–4 of this document, intended for public filing.
“Company” – [LLC NAME], a Georgia limited liability company formed pursuant to the Act.
“Indemnified Party” – Each Member, Manager, officer, or Affiliate entitled to indemnification under Section 8.1.
“Manager” – Any person designated as such in Section 3.6 or elected pursuant to the Operating Agreement.
“Member” – Each person whose name is set forth on Schedule 1 attached hereto and any additional person admitted in accordance with Section 6.2.
“Operating Agreement” – Sections 5–10 of this document, together with all Schedules.
“Organizers” – The individuals executing the filing in their capacity as organizers in accordance with O.C.G.A. § 14-11-204.
[// GUIDANCE: Add or delete definitions as necessary to reflect the bespoke structure of the LLC (e.g., series, classes of membership interests, etc.).]
3. FORMATION STATEMENT (STATUTORY ARTICLES)
3.1 Company Name. The name of the limited liability company is [LLC NAME].
3.2 Duration. The Company shall exist perpetually unless earlier dissolved in accordance with Section 6.5.
3.3 Principal Office. [STREET ADDRESS, CITY, STATE, ZIP, COUNTY].
3.4 Registered Agent and Registered Office.
(a) Registered Agent: [REGISTERED AGENT NAME]
(b) Registered Office: [STREET ADDRESS, CITY, GA ZIP, COUNTY] (which is the same address of the Registered Agent).
3.5 Management Structure. The Company is ☐ Member-Managed ☐ Manager-Managed.
[// GUIDANCE: Check exactly one box prior to filing.]
3.6 Initial Members / Managers.
(a) If Member-Managed: The names and addresses of the initial Members are listed on Schedule 1.
(b) If Manager-Managed: The names and addresses of the initial Managers are listed on Schedule 2, and the initial Members are listed on Schedule 1.
3.7 Effective Date of Filing. These Articles shall become effective upon (check one):
☐ Filing with the Georgia Secretary of State
☐ The following delayed effective date (not more than 90 days after filing): [DATE]
3.8 Purpose. The Company may engage in any lawful business for which limited liability companies may be organized under the Act.
3.9 Limitation of Liability. To the fullest extent permitted by O.C.G.A. § 14-11-305 and other applicable law, no Member, Manager, or Organizer shall be personally liable for any obligation of the Company solely by reason of being or acting in such capacity.
4. SUPPLEMENTAL STATUTORY DISCLOSURES
4.1 Publication Requirement. Georgia presently imposes no statutory newspaper publication requirement for LLC formation; provided, however, local counties may impose trade-name registration or advertising requirements. [// GUIDANCE: Confirm locally before advising the client.]
4.2 Operating Agreement Mandate. While the Act does not require a written operating agreement, Section 14-11-101(18) recognizes its enforceability. Sections 5-10 of this document constitute the Company’s written Operating Agreement for that purpose.
5. REPRESENTATIONS & WARRANTIES
5.1 Authority. Each Organizer and each person executing these Articles on behalf of an entity represents that he or she has full authority to do so.
5.2 Compliance with Law. The Company and its Members represent that the Company’s intended activities will comply with all applicable federal, state, and local laws.
5.3 Survival. The representations and warranties set forth in this Section 5 shall survive the filing of the Articles and continue for a period of four (4) years thereafter.
6. COVENANTS & RESTRICTIONS
6.1 Affirmative Covenants. The Company shall:
(a) Maintain its good standing with the Georgia Secretary of State by timely filing annual registrations and paying all required fees and taxes;
(b) Maintain a current registered office and registered agent in Georgia;
(c) Keep at its principal office the records required by O.C.G.A. § 14-11-313.
6.2 Admission of Additional Members. No person shall be admitted as a Member without the consent of Members holding at least [PERCENTAGE]% of the then-current Percentage Interests.
6.3 Transfer Restrictions. No Member may transfer all or any part of such Member’s Interest except in strict accordance with the Operating Agreement and applicable securities laws.
6.4 Notice Obligations. Members shall promptly notify the Company of any change in address, tax status, or disqualifying event that could adversely affect the Company.
6.5 Dissolution Events. The Company shall dissolve upon the earliest of:
(a) A written consent of Members holding at least [SUPER-MAJORITY]% of the Percentage Interests;
(b) The entry of a decree of judicial dissolution under the Act;
(c) Any event required under the Act that is not otherwise waived by the Operating Agreement.
7. DEFAULT & REMEDIES
7.1 Events of Default. Each of the following constitutes an “Event of Default”:
(a) A material breach by a Member of any provision of these Articles or the Operating Agreement that remains uncured thirty (30) days after written notice;
(b) The bankruptcy or insolvency of a Member;
(c) Any act or omission that constitutes fraud, gross negligence, or willful misconduct.
7.2 Cure Period. The non-defaulting Members shall provide written notice of default and a thirty (30) day opportunity to cure, except with respect to fraud or willful misconduct, for which no cure period applies.
7.3 Remedies. Upon an Event of Default, the non-defaulting Members may:
(a) Seek specific performance or injunctive relief;
(b) Compel a forced transfer of the defaulting Member’s Interest at Fair Market Value less a [DISCOUNT]% default discount;
(c) Pursue any other remedy available at law or equity.
7.4 Attorneys’ Fees. The prevailing party in any dispute arising under these Articles shall be entitled to recover its reasonable attorneys’ fees and costs.
8. RISK ALLOCATION
8.1 Indemnification. The Company shall indemnify each Indemnified Party to the fullest extent permitted by O.C.G.A. § 14-11-305 against any and all losses, liabilities, or expenses incurred by reason of such person’s status as a Member, Manager, officer, or Affiliate, except to the extent resulting from such person’s fraud, gross negligence, or willful misconduct.
8.2 Advancement of Expenses. The Company shall advance expenses to any Indemnified Party upon receipt of an undertaking to repay if it is ultimately determined that such person is not entitled to indemnification.
8.3 Limitation of Liability. In no event shall any Member or Manager be liable to the Company or to any other Member for monetary damages in excess of such Person’s Capital Contribution, except for fraud, gross negligence, or willful misconduct.
8.4 Insurance. The Company shall maintain commercially reasonable general liability and, if applicable, professional liability insurance, naming the Members and Managers as additional insureds.
8.5 Force Majeure. No party shall be liable for failure to perform its obligations where such failure is due to causes beyond its reasonable control, including acts of God, war, or governmental action.
9. DISPUTE RESOLUTION
9.1 Governing Law. This Agreement shall be governed by the internal laws of the State of Georgia, without regard to its conflict-of-laws principles.
9.2 Forum Selection. Any judicial proceeding shall be brought exclusively in the [SPECIFY COUNTY] Business Court or, if such court lacks jurisdiction, in the state or federal courts located in [SAME COUNTY], Georgia.
9.3 Arbitration (Optional). Upon the written election of any party, any dispute arising hereunder shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. Judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.
9.4 Jury Trial Waiver (Optional). EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY.
9.5 Injunctive Relief. Nothing in this Section 9 shall prevent any party from seeking temporary, preliminary, or permanent injunctive relief in aid of arbitration or to prevent irreparable harm.
10. GENERAL PROVISIONS
10.1 Amendments. These Articles may be amended only by filing an amendment with the Georgia Secretary of State (with respect to Sections 1–4) and by the written consent of Members holding at least [SUPER-MAJORITY]% of the Percentage Interests (with respect to any other Section).
10.2 Waiver. No waiver shall be effective unless in writing and signed by the party against whom enforcement is sought.
10.3 Assignment. Except as expressly permitted herein, no party may assign its rights or delegate its duties without the prior written consent of Members holding at least [PERCENTAGE]% of the Percentage Interests.
10.4 Successors & Assigns. This document shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
10.5 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be interpreted to fulfill its intended economic effect to the maximum extent permitted.
10.6 Entire Agreement. These Articles (including all Schedules) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings.
10.7 Counterparts; Electronic Signatures. This document may be executed in multiple counterparts (including via electronic signature), each of which shall be deemed an original and all of which together shall constitute one instrument.
11. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned have executed these Articles as of the Effective Date.
A. ORGANIZERS
Name: [NAME], Organizer
Address: [ADDRESS]
Name: [NAME], Organizer
B. INITIAL MEMBERS
[// GUIDANCE: Add additional signature lines as necessary.]
Name: [MEMBER NAME], Member
C. INITIAL MANAGERS (If Manager-Managed)
Name: [MANAGER NAME], Manager
[NOTARY BLOCK – if client desires notarization for evidentiary purposes; notarization is not required for Georgia LLC filings.]
Schedule 1 – Initial Members & Capital Contributions
| Member Name | Address | % Interest | Capital Contribution ($ or Property) |
|---|---|---|---|
| [Member 1] |
Schedule 2 – Initial Managers
| Manager Name | Address | Term Expiration |
|---|---|---|
| [Manager 1] |
[// GUIDANCE: Submit Sections 1–4 (and the cover transmittal form + filing fee) to the Georgia Secretary of State Corporations Division. Retain the remainder internally as the Operating Agreement. Always confirm latest filing fees and any expedited-processing procedures.]