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
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
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
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
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
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
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
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 guideCustomize your LLC Operating Agreement Template with DocDraft
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).