Georgia Limited Liability Company Act

By Joseph Scrofano

In Georgia, the Limited Liability Company Act sets out the rules and procedures for forming, operating and dissolving a limited liability company. LLCs are unique business entities that use characteristics of corporations as well as sole proprietorships and partnerships. LLCs offer substantial flexibility for the owners (referred to as “members”) in the areas of taxation, management and liability.

Forming an LLC

In Georgia, LLC members must file with the Georgia secretary of state to legally create an LLC. They must draft articles of organization that include the LLC’s name, location where the LLC will operate, and information about the LLC’s registered agent. A registered agent is someone who can accept service of process on behalf of the company. Service of process typically means important court notices like a complaint and summons in the event the LLC gets sued. The LLC’s name must include the phrase “Limited Liability Company” or “LLC.” As of 2010, the filing fee for an LLC in Georgia is $100 as well as a $25 name reservation fee.

Managing an LLC

One benefit to forming an LLC is flexibility in management. LLC members can elect in their articles of organization how they want to manage the company. The members can manage the company themselves or they can hire separate individuals to manage the company. The former is called member-managed and is similar to the management structure of a partnership. The latter is called manager-managed and is typically how a corporation is managed. An LLC in Georgia may dissolve automatically if the members state a specific time in the articles of organization. Otherwise, all members must consent to dissolve the LLC and notify the Georgia secretary of state.

Ready to start your LLC? Start an LLC Online Now

Taxing an LLC

LLC members can also elect how they want the IRS to tax them. They can elect either "flow-through" taxation, like a partnership, or corporate taxation, like a corporation. Corporations get taxed on profits and their shareholders get taxed on whatever income they receive from the corporation. People often refer to this tax structure as “double taxation.” Accordingly, many LLC members elect to get taxed like a partnership where the income and profits from the corporation go on the members’ individual tax returns only.

Liability for an LLC

Another benefit to forming an LLC is that it limits the individual liability of its members. Like a corporation, an LLC is a separate legal entity from the individual members (or shareholders for a corporation). Accordingly, if the LLC gets sued, the plaintiff cannot typically go after the members’ personal assets. In addition, members cannot be held personally liable for the LLC’s debts. However, Georgia courts may find members personally liable in situations involving deceit or fraud.


Please contact a qualified attorney licensed to practice in Georgia or tax professional to find out if forming an LLC in Georgia can meet your business goals and needs. This article should not be construed as legal advice. It is for educational purposes only.

Ready to start your LLC? Start an LLC Online Now
Oregon Limited Liability Company Act



Related articles

LLC Vs. C Corporation

Limited liability companies and C corporations are both business entities. They are legally distinct entities that are treated separately from their owners, known as members and shareholders, respectively. State laws govern both LLCs and C corporations and these laws vary across state lines in detail. However, many of the same principals for LLCs and C corporations exist in all states. They have differences when it comes to management, business formalities, owner liability and tax treatment.

Can You Fill Out a 2553 Before the Articles of Incorporation?

A business entity that wishes to become an S corporation must file Form 2553 with the IRS. However, before a business can submit this form, it must first qualify for S corporation status and must file articles of incorporation with the state to incorporate the business.

LLCs Vs. S Corporations in Mississippi

If you are deciding whether to establish an LLC or an S corporation in Mississippi, you might not realize that you can actually have both. While there are certainly advantages to operating as an S corporation, it isn’t a business entity that you can create in Mississippi or any other state – an S corporation is merely an IRS tax election you can make for the LLC.

LLCs, Corporations, Patents, Attorney Help

Related articles

Texas Corporation Vs Texas Limited Liability Company

Prospective business owners who plan to form their business in Texas may consider whether to form a corporation or ...

Difference Between LLC & LLP

An important aspect of starting a business is choosing which type of business entity to create. Two popular business ...

Colorado Limited Liability Company Act

Limited liability companies, or LLCs, are business organizations that are similar to partnerships and corporations in ...

Kentucky LLC Laws

Chapter 275 of the Kentucky Revised Statutes sets out Kentucky’s laws for limited liability companies, or LLCs. An LLC ...

Browse by category
Ready to Begin? GET STARTED