An LLC is a business entity that combines the limited liability of a traditional corporation with the tax advantages of a partnership. The Corporations Division of the Secretary of State handles all the formalities of setting up an LLC in Georgia. The legal provisions regarding LLCs are contained in Title 14 Chapter 11 of the Georgia Code. Under Georgia law, an LLC can be formed for any lawful purpose.
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The name of any LLC registered in Georgia must contain the words “limited liability company” or “limited company.” Abbreviations such as “LLC” or “L.C.” are also permitted. The name must also be distinguishable from that of any other business entity registered in Georgia. The name should not exceed 80 characters in length, including spaces and punctuation. Organizers may reserve a name in advance for a non-renewable period of 90 days.
Articles of Organization
Organizers must file articles of organization with the Corporations Division. This document should contain the LLC's name, the names and addresses of the organizers, and details of the registered agent. This document may also state that the management of the LLC is vested in one or more managers. It is common, although not compulsory under state law, for members to enter into an operating agreement to regulate the way in which the LLC is to be managed.
Every LLC must appoint and maintain a registered agent in the state of Georgia for the purpose of receiving service of process. The agent can be either an individual or a business entity. The address of the agent must be the same as that of the LLC’s registered office. The company is permitted to change its registered agent by appointing a successor and filing the appropriate documentation with the Corporations Division. If an LLC fails to maintain a registered agent, or if the agent cannot be located at the registered office during business hours, then the Secretary of State shall be deemed to be the agent of the LLC for the purpose of receiving service of process.
Each LLC is obliged to file an annual registration with the Corporations Division. The annual report should set out the name of the LLC, the address of its registered office and the details of the registered agent. The annual registration must be delivered between January 1 and April 1 of each year, and can be completed and filed electronically.
References & Resources
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