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Georgia LLC Operating Agreement Template

Georgia puts real weight on paperwork: many default rules can be changed only by the articles of organization or a written operating agreement, so an oral understanding may not override them. Without that writing, members vote per capita and profits, losses and distributions are generally shared equally regardless of contributions. A written agreement can also broadly limit members' duties and liabilities.

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Georgia rules to know

  • Put the agreement in writing

    Many Georgia default rules can only be changed by the articles of organization or a written operating agreement. An oral understanding may not override statutory defaults on voting and distributions.

    Georgia Limited Liability Company Act, O.C.G.A. § 14-11-100 et seq.; § 14-11-308

  • Defaults are per capita

    Absent a written agreement, members of a member-managed LLC each get one vote and a majority decides most matters. Admitting new members, mergers and dissolution generally require unanimous consent.

    O.C.G.A. § 14-11-308

  • Profits and distributions split equally

    If the articles or a written agreement are silent, profits, losses and distributions are generally shared equally among members, regardless of contributions. Interim distributions are generally owed only as the writing specifies or all members approve.

    O.C.G.A. §§ 14-11-403, 14-11-404

  • Duties and annual registration

    Georgia lets the agreement broadly limit or eliminate duties and liabilities, but generally not for intentional misconduct, knowing violations of law, or improper personal benefit. File an annual registration ($50) between January 1 and April 1.

    O.C.G.A. § 14-11-305; Georgia Limited Liability Company Act (annual registration)

Last updated 2026-10-05

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Our Georgia LLC Operating Agreement template as a Word document — a general starting point you fill in yourself. Sign in free to download it.

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What a llc operating agreement covers

  • Members, ownership percentages and capital contributions
  • Member-managed or manager-managed
  • Profit and loss allocation and distributions
  • Voting and major decisions
  • Transfers of membership interests and buyouts
  • Dissolution and winding up

Frequently asked questions

Will an oral agreement change Georgia's default voting rules?
It may not. Many Georgia defaults can only be changed by the articles of organization or a written operating agreement. Without a writing, members of a member-managed LLC each get one vote, a majority decides most matters, and admitting new members, mergers and dissolution generally require unanimous consent.
How are profits split in a Georgia LLC if the written agreement is silent?
If the articles or a written agreement are silent, Georgia generally shares profits, losses and distributions equally among members, regardless of what each contributed. Interim distributions are generally owed only as the writing specifies or all members approve, so owners with unequal stakes should spell out their split.
How far can a Georgia operating agreement limit members' liability?
Georgia lets the agreement broadly limit or eliminate duties and liabilities, but generally not for intentional misconduct, knowing violations of law, or improper personal benefit. Separately, remember the annual registration: it costs $50 and is filed between January 1 and April 1 each year to keep the company in good order.
Does a single-member LLC need an operating agreement?
Usually it isn't legally required, but it helps show the LLC is a separate business from you — which supports liability protection — and banks often ask for one.
What happens if we don't have one?
Your state's LLC statute fills the gaps with default rules on voting, profit splits and departures, which may not match what the members actually agreed.
Do I file the operating agreement with the state?
Generally no. It's an internal document the members keep, separate from the articles of organization filed with the state.

LLC Operating Agreement in other states

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