Llc Operating Agreement Template Georgia

OPERATING AGREEMENT FOR [COMPANY FULL LEGAL NAME], LLC

Document ID: GA-LLC-OA-2024-[001] Effective Date: [Date, Month, Year] Version: 1.0 Governing Jurisdiction: State of Georgia (O.C.G.A. Title 14, Chapter 11)

STATUTORY & LEGAL COMPLIANCE NOTICE

DISCLAIMER: This document is provided for informational and drafting purposes only and constitutes a template. It is designed to comply with the Georgia Revised Limited Liability Company Act. Laws are subject to amendment. The execution of this agreement creates significant legal and tax obligations. This template does not constitute specific legal or tax advice. Parties are strongly encouraged to have this document reviewed by Georgia-licensed legal counsel prior to execution to ensure alignment with specific business objectives, tax elections (e.g., S-Corp or Partnership status), and capital structures.

ARTICLE I: ORGANIZATION AND PURPOSE

1.1 Formation: The Members have formed a Limited Liability Company pursuant to the laws of the State of Georgia. The Articles of Organization were filed with the Georgia Secretary of State on [Date]. 1.2 Name: The name of the Company is [Company Full Legal Name], LLC. 1.3 Principal Office: The principal place of business is [Principal Address]. 1.4 Purpose: The purpose of the Company is to engage in any lawful business activity for which an LLC may be organized under the laws of the State of Georgia. 1.5 Term: The Company shall continue in existence until dissolved in accordance with this Agreement or the Georgia Revised Limited Liability Company Act.

ARTICLE II: MEMBERSHIP AND CAPITAL CONTRIBUTIONS

2.1 Initial Members: The initial Members are Member 1 Name and Member 2 Name. 2.2 Capital Contributions: Each Member shall contribute $[Amount in USD] as an initial capital contribution. 2.3 Additional Contributions: No Member shall be required to make additional capital contributions unless unanimously agreed upon in writing. 2.4 Membership Interests: The Membership Interests are allocated as follows:

ARTICLE III: MANAGEMENT AND VOTING

3.1 Management: The Company shall be [Member-Managed/Manager-Managed]. [If Manager-Managed, insert Name of Manager]. 3.2 Voting: Voting rights shall be proportional to the Membership Interests held by each Member. 3.3 Action by Members: Any action requiring a vote shall require the affirmative vote of Members holding a majority of the interest, except where otherwise required by law.

ARTICLE IV: DISTRIBUTIONS AND TAXES

4.1 Allocations: Profits and losses shall be allocated to Members in proportion to their respective Membership Interests. 4.2 Distributions: Distributions of cash or assets shall be made at such times and in such amounts as determined by the [Manager/Majority Members]. 4.3 Tax Classification: The Company shall be treated as a [Partnership/Disregarded Entity] for federal and state income tax purposes.

ARTICLE V: TRANSFERS AND WITHDRAWALS

5.1 Restriction on Transfer: No Member may sell, assign, or encumber their interest without the prior written consent of all other Members. 5.2 Right of First Refusal: If a Member receives a bona fide offer to purchase their interest, the remaining Members shall have the right of first refusal to purchase said interest on the same terms.

ARTICLE VI: DISSOLUTION

6.1 Events of Dissolution: The Company shall dissolve upon: (a) the written agreement of all Members, or (b) the entry of a decree of judicial dissolution. 6.2 Liquidation: Upon dissolution, the Company’s assets shall be used to pay creditors, and any remaining proceeds shall be distributed to the Members in accordance with their capital accounts.

ARTICLE VII: INDEMNIFICATION AND LIABILITY

7.1 Limitation of Liability: To the fullest extent permitted by Georgia law, no Member or Manager shall be liable for any debt, obligation, or liability of the Company solely by reason of being a Member or Manager. 7.2 Indemnification: The Company shall indemnify any Member or Manager against any claims, losses, or expenses arising from their conduct on behalf of the Company, provided such conduct was not performed in bad faith or constituted gross negligence.

ARTICLE VIII: MISCELLANEOUS

8.1 Entire Agreement: This document constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements. 8.2 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. 8.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. 8.4 Amendments: This Agreement may only be amended by a written instrument signed by all Members.

EXECUTION & SIGNATURE BLOCKS

FOR [PARTY A / COMPANY NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

FOR [PARTY B / CLIENT / COUNTERPARTY]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Customization:
   • Open this template in your word processor. Use the "Find and Replace" function to populate all bracketed fields (e.g., [Company Full Legal Name]).
   • Ensure the Management structure (Member-Managed vs. Manager-Managed) matches your filing with the Georgia Secretary of State.
2. Verification of Authority:
   • Confirm that each signatory holds the authority to bind their respective entity (e.g., check the Articles of Organization for the official list of authorized managers).
3. Execution:
   • Execute in counterparts if signatories are in different locations.
   • Utilize a secure e-signature platform (DocuSign, Adobe Sign, or HelloSign) to create a legally binding audit trail.
4. Record Retention:
   • The executed Agreement must be maintained at the Company’s principal place of business.
   • Do not file this Operating Agreement with the Georgia Secretary of State (they only require the Articles of Organization), but keep a certified copy for bank account opening and tax filing purposes.
5. Post-Execution:
   • Provide each Member with a fully executed digital copy.
   • Update the Company’s internal Membership Register to reflect the capital contributions and interest percentages stated in Article II.