What this form is for
This form establishes the ownership structure, management rules, and operating procedures for your member-managed Georgia LLC. You need it when forming a new LLC or formalizing an existing one, and lenders require it to verify who controls the business and how profits are distributed.
Before you start
- Gather your Georgia Articles of Organization filing confirmation and LLC name as registered with the Georgia Secretary of State
- Collect full legal names, addresses, and ownership percentages for all members
- Have each member's initial capital contribution amount ready, including cash, property, or services contributed
- Obtain your federal EIN and Georgia tax registration number
- Decide on your fiscal year end date and whether you will elect S-corporation tax treatment
Step-by-step
1. Complete the header section with your exact LLC legal name as filed in Georgia, formation date, and principal office address within Georgia.
2. Fill in Article 1 member information with full legal names, residential addresses, and exact ownership percentages that total 100 percent.
3. In Article 2 capital contributions, itemize what each member contributed and its dollar value, then calculate the total capitalization. If property or services were contributed, describe them specifically and assign fair market values.
4. Complete Article 3 distributions and allocations, specifying how profits and losses will be divided. Most member-managed LLCs distribute proportionally to ownership percentages.
5. Document Article 4 management provisions confirming member-managed status, voting thresholds for major decisions, and whether decisions require unanimous consent, majority vote, or percentage-based voting.
6. Fill in Article 5 transfer restrictions detailing whether members need consent to sell their interests and establishing right of first refusal for remaining members.
7. Complete Article 6 with your chosen dissolution triggers and wind-down procedures required under Georgia law.
8. Review Georgia-specific provisions including registered agent information and compliance with Georgia's LLC Act statutory requirements.
9. Have all members sign and date the signature page with witnesses present. Georgia does not require notarization for operating agreements, but some banks prefer it.
10. Attach initial member contribution receipts and file one copy with your corporate records. Do not file this document with the state.
What lenders look for
- Banks scrutinize member capital contributions to verify the business has adequate startup funding separate from loan proceeds. Vague descriptions like "sweat equity" raise red flags unless dollar values and hours are documented.
- Underwriters check that no member holds decision-making authority disproportionate to their ownership stake, as this creates control risks. A 10 percent owner with veto power over financing decisions will delay approval.
- Missing signatures or unsigned amendments are the most common rejection reasons. Every current member must sign, and version dates matter when ownership has changed.