Single-Member LLC Operating Agreement — Georgia

Single-Member LLC Operating Agreement (Georgia)

Quick-Reference Summary

Article I — Formation

Section 1.1 — Formation Under the Act

This Single-Member LLC Operating Agreement (this "Agreement") is entered into and effective as of [__/__/____] by the undersigned sole member (the "Member") of [________________________________] LLC (the "Company"), a Georgia limited liability company formed under the Georgia Limited Liability Company Act, O.C.G.A. §§ 14-11-100 et seq. (the "Act").

Section 1.2 — Articles of Organization

☐ Articles of Organization filed with the Georgia Secretary of State, Corporations Division, on [__/__/____].
☐ Control Number: [____________]
☐ Effective Date: [__/__/____]
☐ Initial annual registration (Transmittal Form 231) filed concurrently with formation.

Section 1.3 — Name and Principal Office

Section 1.4 — Registered Agent and Office (O.C.G.A. § 14-11-209)

Section 1.5 — Duration

☐ Perpetual existence (default under O.C.G.A. § 14-11-201)
☐ Limited term, dissolving on [__/__/____]

Article II — Purpose and Powers

Section 2.1 — Purpose

The Company is organized to engage in any lawful business for which a limited liability company may be organized under the Act, including: [________________________________].

Section 2.2 — Powers

The Company shall have all powers granted to limited liability companies under O.C.G.A. § 14-11-202, including the powers to sue and be sued, to acquire and convey property, to enter into contracts, and to do all acts necessary or convenient to its business.

Section 2.3 — Professional Practice Limitation

☐ The Company shall not render professional services unless organized as a Professional Limited Liability Company under O.C.G.A. § 14-11-1101 et seq.

Article III — Member (Sole Member)

Section 3.1 — Identification of Sole Member

Section 3.2 — Limited Liability

Under O.C.G.A. § 14-11-303, a person who is a member, manager, agent, or employee of a Georgia LLC is not liable, solely by reason of being a member, manager, agent, or employee, for a debt, obligation, or liability of the Company.

Section 3.3 — Fiduciary Duties

As sole Member, the Member owes no fiduciary duty to any other person by virtue of membership. The Member shall act in good faith in dealings with the Company. The duty of good faith and fair dealing under Georgia law may not be eliminated.

Article IV — Management

Section 4.1 — Management Structure

The Company is (select one):
☐ Member-Managed (default under O.C.G.A. § 14-11-304(a)). The Member has authority to manage the Company and act on its behalf.
☐ Manager-Managed (requires articles or operating agreement to so vest management — O.C.G.A. § 14-11-304(b)). The Manager is: [________________________________].

Section 4.2 — Member's Authority to Bind (O.C.G.A. § 14-11-301)

In a member-managed LLC, every member is an agent of the LLC for the purpose of its business or affairs, and the act of any member binds the LLC unless the member had no authority and the third party had knowledge of the lack of authority.

Section 4.3 — Books and Records

The Company shall maintain at its principal office (or as otherwise designated) the records required by O.C.G.A. § 14-11-313, including the current name and address of each member, copies of the articles of organization (and amendments), copies of federal, state, and local tax returns for the three most recent years, copies of this Agreement, and financial statements.

Article V — Capital Accounts and Distributions

Section 5.1 — Capital Account

A single Capital Account shall be maintained for the Member in accordance with Treas. Reg. § 1.704-1(b)(2)(iv).

Section 5.2 — Additional Contributions

The Member may, but is not required to, make additional capital contributions. Contributions may consist of cash, property, services rendered, or a promissory note (O.C.G.A. § 14-11-401).

Section 5.3 — Distributions (O.C.G.A. §§ 14-11-403 to 14-11-408)

Distributions shall be made at the times and amounts determined by the Member, subject to the limitations of O.C.G.A. § 14-11-407: no distribution may be made if, after giving effect to it, (i) the Company would be unable to pay its debts as they become due in the usual course of business or (ii) the Company's total assets would be less than the sum of its total liabilities.

Section 5.4 — Tax Treatment

☐ Disregarded entity (federal default)
☐ S corporation election (Form 2553) — Effective [__/__/____]
☐ C corporation election (Form 8832) — Effective [__/__/____]

The Company shall file Georgia returns as applicable (Form 600S for S-corps; pass-through Form 700 for partnerships; sole-member LLC is generally disregarded for Georgia income tax mirroring federal treatment).

Article VI — Transfer of Interest and Charging Order

Section 6.1 — Restrictions on Transfer

The Member's LLC interest is personal property and is assignable in whole or in part under O.C.G.A. § 14-11-502. An assignee does not become a member and acquires only the right to receive distributions to which the assignor would otherwise have been entitled, unless admitted as a member under § 14-11-505 (which in a single-member LLC requires written consent of the existing Member).

Section 6.2 — Charging Order (O.C.G.A. § 14-11-504)

On application of a judgment creditor of the Member, a court of competent jurisdiction may charge the Member's LLC interest with payment of the unsatisfied judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the LLC interest.

Section 6.3 — Non-Exclusivity of Charging Order

Pursuant to O.C.G.A. § 14-11-504(b), the charging order remedy is not exclusive in Georgia. A judgment creditor may also reach the Member's LLC interest by garnishment served on the Company. However, except as the Articles of Organization or this written Operating Agreement may otherwise provide:

(a) A judgment creditor has no right to interfere with the management of the Company;
(b) A judgment creditor has no right to force dissolution of the Company; and
(c) A judgment creditor has no right to seek a court order requiring foreclosure sale of the LLC interest.

Section 6.4 — Preservation of Asset-Protection Restrictions

The Member intends, and this Agreement expressly preserves, the asset-protection limitations of O.C.G.A. § 14-11-504(b) (no management interference; no forced dissolution; no foreclosure sale).

Section 6.5 — Admission of New Members

No person shall be admitted as a member except by written consent of the Member and a written amendment of this Agreement (O.C.G.A. § 14-11-505).

Article VII — Dissolution

Section 7.1 — Events Causing Dissolution (O.C.G.A. § 14-11-602)

The Company shall be dissolved upon the earliest of:
☐ Written election of the Member;
☐ Entry of a decree of judicial dissolution under O.C.G.A. § 14-11-603;
☐ Administrative dissolution by the Secretary of State for failure to file annual registration (O.C.G.A. § 14-11-603); or
☐ Any other event causing dissolution under the Act.

Section 7.2 — Continuation on Member's Death or Incapacity

Upon the death, incapacity, bankruptcy, or dissolution of the Member, the Company does not automatically dissolve. The Member's personal representative or successor may succeed to the LLC interest and may admit a successor member as provided herein.

Section 7.3 — Winding Up (O.C.G.A. §§ 14-11-604 to 14-11-607)

Upon dissolution, the Member (or a court-appointed liquidator) shall wind up the Company's affairs by collecting assets, satisfying liabilities to creditors (with notice to known and unknown claimants under §§ 14-11-606 to 14-11-607), and distributing the remainder to the Member.

Section 7.4 — Certificate of Termination

The Member shall file a Certificate of Termination with the Georgia Secretary of State upon completion of winding up.

Article VIII — State-Specific Provisions

Section 8.1 — Annual Registration (O.C.G.A. § 14-11-1103)

The Company shall file an annual registration with the Georgia Secretary of State each year between January 1 and April 1, identifying:
(1) The Company name and Georgia organization;
(2) Street address and county of registered office and name of registered agent;
(3) Mailing address of principal place of business; and
(4) Any other information required by the Secretary of State.

The current filing fee is $50 (online) or $60 (paper). Failure to file timely incurs a $25 late fee and risks administrative dissolution.

Section 8.2 — Georgia Net Worth and Income Tax

The Company shall file Georgia returns consistent with its federal tax classification. A disregarded single-member LLC is not separately subject to Georgia net worth tax. A C-corp-electing LLC is subject to Georgia corporate net worth tax under O.C.G.A. § 48-13-70 et seq.

Section 8.3 — No Series LLC

Georgia has not adopted a series LLC statute. This Company is a single-entity Georgia LLC.

Section 8.4 — Registered Agent Maintenance (O.C.G.A. § 14-11-209)

The Company shall continuously maintain a registered agent and Georgia registered office. Changes shall be filed with the Secretary of State on the prescribed form.

Section 8.5 — Operating Agreement Not Filed

Pursuant to Ga. Rule 590-7-21-.06, the Georgia Secretary of State will not accept the operating agreement for filing. This Agreement shall be retained as an internal record of the Company at its principal office and made available to the Member, the Member's transferees, and counsel as required by O.C.G.A. § 14-11-313.

Section 8.6 — Trade Name (if used)

☐ The Company has filed a trade name registration in the office of the Clerk of Superior Court of [____________] County for the name: [________________________________].

Article IX — General Provisions

Section 9.1 — Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflict-of-laws principles. Venue for any dispute shall be a court of competent jurisdiction in [________________] County, Georgia.

Section 9.2 — Amendment

This Agreement may be amended only by a writing signed by the Member.

Section 9.3 — Entire Agreement

This Agreement supersedes all prior oral or written understandings relating to its subject matter.

Section 9.4 — Severability

If any provision is held invalid, the remainder shall continue in full force and effect.

Section 9.5 — Counterparts and Electronic Signature

This Agreement may be executed in counterparts and by electronic signature pursuant to the Georgia Uniform Electronic Transactions Act, O.C.G.A. § 10-12-1 et seq.

Section 9.6 — Indemnification (O.C.G.A. § 14-11-306)

The Company shall indemnify the Member (and any Manager) to the fullest extent permitted by O.C.G.A. § 14-11-306 against liabilities and expenses incurred in connection with the Company's business, excluding acts of gross negligence, willful misconduct, or knowing violation of law.

Signature Block

SOLE MEMBER:

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

State of Georgia, County of [________________]

Sworn to and subscribed before me this [____] day of [________________], 20[____], by [________________________________].

Notary Public Signature: [________________________________]

My commission expires: [__/__/____]

(Notary Seal)

Pre-Execution Checklist

☐ Articles of Organization (Form CD 030) filed with Georgia Secretary of State; control number recorded
☐ Initial annual registration (Transmittal Form 231) filed
☐ Newspaper publication completed if required by current SOS guidance for the county of registered office
☐ Registered Agent consent on file (consent not required by Ga. Rule 590-7-21-.04(4), but recommended)
☐ EIN obtained from IRS (Form SS-4)
☐ Federal tax classification chosen (disregarded, S-corp, or C-corp)
☐ Georgia Department of Revenue registration (Form CRF-002) completed
☐ Local business license/occupational tax certificate obtained (city/county)
☐ Bank account opened with operating agreement and EIN
☐ Operating Agreement signed (notarization recommended but not required)
☐ Calendar reminder set for annual registration (January 1 — April 1 window)
☐ Copy of OA stored at principal office (O.C.G.A. § 14-11-313)

Sources and References

• Georgia Limited Liability Company Act, O.C.G.A. Title 14, Chapter 11: https://law.justia.com/codes/georgia/title-14/chapter-11/
• O.C.G.A. § 14-11-504 (Rights of judgment creditor): https://law.justia.com/codes/georgia/title-14/chapter-11/article-5/section-14-11-504/
• O.C.G.A. § 14-11-1103 (Annual registration): https://law.justia.com/codes/georgia/title-14/chapter-11/article-11/section-14-11-1103/
• Georgia SOS — LLC Rules (Subject 590-7-21): https://rules.sos.ga.gov/gac/590-7-21
• Georgia Secretary of State, Corporations Division: https://sos.ga.gov/corporations-division
• Georgia Department of Revenue: https://dor.georgia.gov/