You set up an LLC in Georgia by filing a document called Articles of Organization that complies with the requirements of the Georgia Limited Liability Company Act. While setting up an LLC is relatively straightforward, whether this structure is most beneficial for your intended business purpose is often complex and obtaining legal and tax advice is recommended.
Fit your business needs with the right LLC package
Download a copy of the "Filing Procedures for Forming a Georgia Limited Liability Company" from the secretary of state's website (see Resources). This document provides information regarding the minimum requirements for setting up an LLC. Although it does provide a sample Articles of Organization, no fill-in forms are available.
Decide on a name for your LLC. The name must meet three requirements: contain the words "limited liability company" or "limited company," or the abbreviations "L.L.C.," "LLC," "L.C." or "LC"; be distinguishable from all other business names on file with the secretary of state; and not exceed 80 characters, including punctuation and spaces. Check the availability of a name by requesting to reserve the name prior to filing the Articles of Organization. A name reservation can be done online through the secretary of state's website or by mail using a form that can be downloaded from the site (see Resources). If available, the name is reserved for 30 days for a fee of $25 as of December 2010.
Draft your LLC's Articles of Organization. Since no fill-in form is available, use 8 1/2-by-11-inch paper to prepare the articles. The secretary of state provides a sample form you can follow (see Resources). Place the words “Articles of Organization of …” followed by your LLC’s name at the top of the page as the title of the document. Beneath the title, insert the following statement as Article I: “The name of the limited liability company is…” with your LLC’s name inserted. Georgia law only requires this one article. Other articles may be included so long as they are not inconsistent with Georgia law. A lawyer should generally be consulted to resolve potential conflicts.
Sign and date the document. Identify yourself as a member of the LLC or, if not a member, the organizer, beneath your signature line (see Resources).
Download Transmittal Form 231 from the Secretary of State's website. Complete the form by including your LLC's name, principal address and name reservation number, if any. Include your name, address and email address. Sign and date the form, then mail or deliver the form along with the original and one copy of the Articles of Organization to the secretary of state's office (see Resources). As of December 2010, the filing fee is $100.
Tips & Warnings
An operating agreement is not required under Georgia law as part of setting up an LLC. If an operating agreement is adopted, Georgia law provides that it can be either written or oral, except as follows: the LLC has only one member; provisions of the operating agreement only apply to managers and not all members; or the agreement contains a promise by a member to contribute capital to the LLC.
Your LLC must submit an annual registration to the secretary of state through its website feature called the "Annual Registration Online Filing." As of December 2010, the annual fee is $30. Your LLC can be administratively dissolved if you fail to submit the annual registration. A reinstatement of your LLC requires a $100 fee, in addition to all past due registration fees.
References & Resources
- Justia.com Laws & Regulations: O.G.C.A.14-11-207 - Name
- Justia.com Laws & Regulations: O.G.C.A.14-11-204 - Articles of Organization
- Justia.com Laws & Regulations: O.G.C.A.14-11-101(18)(B) - Operating Agreement
- Justia.com Laws & Regulations: O.G.C.A.14-11-304 - Management
- Justia.com Laws & Regulations: O.G.C.A.14-11-402(a) - Liability for contribution
- Georgia Secretary of State: Filing Procedures for Forming a Georgia Limited Liability Company
- Georgia Secretary of State: Name Reservation Online Form
- Georgia Secretary of State: Name Reservation Mail-In Form
- Georgia Secretary of State: Transmittal Form 231
- Georgia Secretary of State: Annual Registration Online Filing
- Secretary of State, Corp. Div., 315 W. Tower, #2 Martin Luther King, Jr. Dr., Atlanta, GA 30334-1530