How to complete a LLC Operating Agreement in Georgia

This form establishes the internal operating rules, ownership percentages, profit distribution, and management structure for your Georgia member-managed LLC. You need this when forming a new LLC or when lenders require proof of ownership structure and decision-making authority.

- Full legal names and current addresses of all LLC members - Each member's initial capital contribution amount and ownership percentage - Georgia Secretary of State Certificate of Organization filing date and file number - Federal Employer Identification Number (EIN) from the IRS - Registered agent name and Georgia street address for service of process

1. Complete the header section with your LLC's exact legal name as filed with Georgia, formation date, and principal place of business address. 2. Fill in Article I with each member's full name, address, ownership percentage, and initial capital contribution. Verify percentages total exactly 100 percent. 3. In Article II (Management), confirm member-managed structure and specify voting thresholds for major decisions. Georgia default is majority vote, but you can require unanimous consent for specific actions like taking loans, admitting new members, or selling major assets. 4. Complete Article III (Capital Contributions) documenting what each member contributed initially, whether cash, property, or services, and the agreed-upon value. Attach appraisals for property contributions over five thousand dollars. 5. Define profit and loss allocation in Article IV. This typically matches ownership percentages but can differ if members agree otherwise in writing. 6. Address member withdrawal and transfer restrictions in Article V. Include any right-of-first-refusal provisions and valuation methods for buyouts. 7. Fill in dissolution procedures in Article VI, including vote requirements and asset distribution order. Note that Georgia law requires settling creditor claims before member distributions. 8. Complete the signature block with each member signing and dating. Georgia does not require notarization for operating agreements, but some lenders prefer notarized signatures for loan applications. 9. Attach exhibits for any property contribution documentation, buy-sell agreement terms, or Georgia-specific clauses your attorney recommended. 10. Provide copies to all members and keep the original with corporate records. Update annually if ownership or management structure changes.

- Banks scrutinize ownership percentages and capital contribution proof to verify borrowing authority and personal guarantee obligations. Missing or unclear ownership stakes delay loan approvals. - Underwriters look for unanimous consent requirements on debt obligations and confirm the signing member has authority to bind the LLC. Include a separate borrowing resolution if your agreement requires member votes for loans. - Avoid backdating signatures or leaving contribution amounts blank. Lenders view incomplete operating agreements as red flags indicating poor business organization or disputed ownership.