DocDraft Logo

Georgia Single-Member LLC Operating Agreement

Create a Georgia single-member LLC operating agreement with state-specific guidance on the default equal-split allocation rule, fiduciary duty flexibility, and liability protection.

Introduction

A single-member LLC operating agreement is the internal document where you, as the sole owner of a Georgia LLC, set the rules for how your business runs, how profits are handled, and what happens if you bring on a partner or close the business later. Georgia law allows an operating agreement to be written or oral, but putting it in writing lets your own rules control instead of the state's default equal-split allocation of profits and losses. It is also the clearest evidence, if a court or the IRS ever asks, that you are running a real business and not just using the LLC as a personal wallet.

0/5000

Key Things to Know

  1. 1

    Georgia law allows an operating agreement to be written or oral. For a single-member LLC, a signed writing stating it is intended as the operating agreement counts as a written one (O.C.G.A. Section 14-11-101).

  2. 2

    Without a written operating agreement saying otherwise, Georgia splits profits and losses equally among members, not based on how much each member contributed (O.C.G.A. Section 14-11-403).

  3. 3

    A charging order is not a creditor's only remedy against a member's LLC interest in Georgia. State law expressly allows a judgment creditor to also reach that interest through garnishment (O.C.G.A. Section 14-11-504).

  4. 4

    Georgia allows the duties of loyalty and care to be expanded, restricted, or fully eliminated in a written operating agreement, a more permissive rule than many states, though liability for intentional misconduct or a knowing violation of law can never be eliminated (O.C.G.A. Section 14-11-305).

  5. 5

    Georgia LLCs pay a $50 Annual Registration fee to the Secretary of State each year (plus a $25 penalty if filed late), not a flat franchise tax. A standard single-member or partnership-taxed LLC owes no state net worth tax.

  6. 6

    The operating agreement is never filed with the state. A Secretary of State rule specifically bars that office from accepting one for filing (Rule 590-7-21-.06). You form the LLC by filing Articles of Organization instead, for a $100 online filing fee.

  7. 7

    Annual Registration is due every year between January 1 and April 1. Missing it risks administrative dissolution of the LLC.

Key decisions before you file

Before you file a LLC Operating Agreement in Georgia, a few decisions shape the document: which option to choose and what each one means. The LLC Operating Agreement guide walks through them.

Open the LLC Operating Agreement guide

Customize your LLC Operating Agreement Template with DocDraft

Georgia-Specific Provisions

Use this together with the complete LLC operating agreement template, which covers the standard provisions your agreement also needs: capital contributions, management structure, meetings, transfers, withdrawal, and dissolution. The sections below cover only what is specific to Georgia law.

1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, including the Georgia Limited Liability Company Act, O.C.G.A. Section 14-11-100 et seq.

2. Allocation of Profits and Losses

Unless otherwise stated elsewhere in this Agreement, profits and losses, and each item thereof, shall be allocated equally among the Members, as provided by O.C.G.A. Section 14-11-403 in the absence of a contrary written agreement.

3. Fiduciary Duties

The duties of loyalty and care that a Member or Manager owes to the Company and to the other Members may be expanded, restricted, or eliminated by this Agreement. No provision of this Agreement may eliminate or limit liability for (a) intentional misconduct or a knowing violation of law, or (b) a transaction from which a Member or Manager received a personal benefit in violation of a provision of this Agreement, as provided by O.C.G.A. Section 14-11-305. A modification under this Section is effective only because it is set forth in this written Agreement.

4. Indemnification

The Company may indemnify a Member, Manager, or other person against claims and demands arising in connection with the Company, as set forth in the complete template, except that indemnification may not be provided for any liability that cannot be eliminated or limited under Section 3 above, namely (a) intentional misconduct or a knowing violation of law, or (b) an improper personal benefit received in violation of this Agreement, as provided by O.C.G.A. Section 14-11-306.

5. Execution

This Agreement is effective as of the date signed below. Georgia law does not require an LLC operating agreement to be notarized or witnessed to be valid, and this Agreement is not filed with the Georgia Secretary of State. The provisions above are effective only because they are set forth in this written, signed Agreement.

[MEMBER] Signature: _____________________ Date: _____________

Printed Name: _____________________

Georgia Requirements for LLC Operating Agreement

Articles of Organization Consistency (O.C.G.A. § 14-11-204)

Articles of Organization for a Georgia LLC must state the LLC's name and may optionally state that management is vested in one or more managers, along with any other lawful provision (O.C.G.A. Section 14-11-204). This Operating Agreement should be drafted consistently with the Articles of Organization on file, particularly the manager-managed election if one was made, since that election determines whether the default member-managed rule under O.C.G.A. Section 14-11-304 applies.

Member-Managed vs. Manager-Managed Structure (O.C.G.A. § 14-11-304)

A Georgia LLC is member-managed by default unless the Articles of Organization or a written Operating Agreement vests management in one or more managers. In a member-managed LLC, each member has an equal vote in company decisions, one vote per member, regardless of ownership percentage or capital contribution (O.C.G.A. Sections 14-11-304, 14-11-308).

Fiduciary Duties (O.C.G.A. § 14-11-305)

Members and managers owe fiduciary duties of loyalty and care to the LLC and to other members. A written Operating Agreement may expand, restrict, or eliminate these duties, except that no provision may eliminate or limit liability for intentional misconduct or a knowing violation of law, or for a transaction in which the member or manager received a personal benefit in violation of a provision of this Agreement (O.C.G.A. Section 14-11-305).

Voting Rights and Requirements (O.C.G.A. § 14-11-308)

Unless otherwise provided in the Articles of Organization or a written Operating Agreement, each member has one vote, and a matter requiring a member vote is decided by a majority of the members, not weighted by ownership percentage or profit interest. In a manager-managed LLC, each manager likewise has one vote, decided by a majority of the managers (O.C.G.A. Section 14-11-308).

Allocation of Profits and Losses (O.C.G.A. § 14-11-403)

The Operating Agreement shall specify how profits and losses are allocated among members. Absent a contrary provision in the Articles of Organization or a written Operating Agreement, Georgia law allocates profits and losses equally among the members, regardless of each member's capital contribution (O.C.G.A. Section 14-11-403).

Indemnification and Liability Limitation (O.C.G.A. § 14-11-306)

The Operating Agreement may authorize the LLC to indemnify a member, manager, or other person against claims arising in connection with the LLC. Indemnification may not be provided for liability arising from intentional misconduct, a knowing violation of law, or an improper personal benefit received in violation of a written Operating Agreement provision (O.C.G.A. Sections 14-11-306, 14-11-305).

Frequently Asked Questions

It's the internal document where a Georgia LLC's sole owner sets the rules for running the business and handling profits. Georgia allows it to be oral, but a written one is what lets your own rules control instead of the state's default equal-split allocation, and it's the clearest proof the LLC is a real business, not just a personal wallet.

Not by legal requirement. Georgia allows an oral or even implied operating agreement (O.C.G.A. Section 14-11-101). But without a written one, state default rules apply automatically, including an equal-split profit allocation rather than one you choose, which matters most once you bring on a second member.

Georgia's default LLC rules fill the gap. Profits and losses get allocated equally among members rather than based on what each person contributed or however you'd choose to split them, which matters most once you bring on a second member and haven't defined your own split (O.C.G.A. Section 14-11-403).

It supports that protection, but doesn't guarantee it on its own. Georgia's charging order statute is not even the creditor's exclusive remedy by its own terms; a judgment creditor can also pursue garnishment against the LLC. Following your agreement and keeping finances separate is what keeps the shield as strong as possible.

Georgia LLCs pay a $50 Annual Registration fee to the Secretary of State every year, due between January 1 and April 1, with a $25 penalty for late filing. There is no separate franchise tax, and a standard single-member LLC owes no state net worth tax.

No, and you couldn't even if you wanted to. A Georgia Secretary of State rule specifically bars that office from accepting an operating agreement for filing. You file Articles of Organization ($100 online) to form the LLC; the operating agreement stays with your own business records.

Yes, more broadly than in many states. The duties of loyalty and care can be expanded, restricted, or fully eliminated in a written operating agreement. The only limits: you cannot eliminate liability for intentional misconduct, a knowing violation of law, or an improper personal benefit taken in violation of the agreement (O.C.G.A. Section 14-11-305).