LIMITED LIABILITY COMPANY OPERATING AGREEMENT
[COMPANY NAME], LLC
A Georgia Limited Liability Company
Effective Date: [DATE]
[// GUIDANCE: Governed by the Georgia Limited Liability Company Act, O.C.G.A. §§ 14-11-100 et seq. Georgia requires annual registration with the Secretary of State. Georgia does NOT permit Series LLCs.]
ARTICLE I - FORMATION
1.1 Formation
The Members form a limited liability company pursuant to the Georgia Limited Liability Company Act, O.C.G.A. §§ 14-11-100 et seq. (the "Act") by filing Articles of Organization with the Georgia Secretary of State.
1.2 Name
[COMPANY NAME], LLC
1.3 Principal Office
[ADDRESS], Georgia [ZIP]
1.4 Registered Agent
Agent: [NAME]
Address: [ADDRESS], Georgia [ZIP]
1.5 Term
Perpetual, unless dissolved per this Agreement or the Act.
ARTICLE II - PURPOSE
The Company is formed for [DESCRIBE PURPOSE] and any lawful purpose under the Act.
ARTICLE III - MEMBERS
See Exhibit A for Members, Capital Contributions, and Percentage Interests.
ARTICLE IV - CAPITAL
4.1 Initial Contributions
Per Exhibit A.
4.2 Capital Accounts
Maintained per IRC § 704(b) regulations.
ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS
Profits, Losses, and Distributions per Percentage Interests.
ARTICLE VI - MANAGEMENT
☐ MEMBER-MANAGED
☐ MANAGER-MANAGED: Manager(s): [NAME(S)]
ARTICLE VII - TRANSFER RESTRICTIONS
Transfers require [majority/unanimous] consent. Right of First Refusal: [30] days.
ARTICLE VIII - DISSOLUTION
Upon Member consent, judicial dissolution, or Act requirements.
ARTICLE IX - INDEMNIFICATION
Company indemnifies Members/Managers for good faith actions per the Act.
ARTICLE X - TAX MATTERS
☐ Partnership/Disregarded ☐ S corp ☐ C corp
Partnership Representative: [NAME]
ARTICLE XI - MISCELLANEOUS
Governing Law: State of Georgia
EXECUTION
______________________________ Date: __________
[MEMBER NAME]
EXHIBIT A - MEMBERS
| Member | Contribution | Interest |
|---|---|---|
| [NAME] | $[AMT] | [XX]% |
Governed by Georgia Limited Liability Company Act, O.C.G.A. §§ 14-11-100 et seq.