A Georgia operating agreement is a document that establishes the rules and procedures for your LLC. Once all LLC members have signed the operating agreement, it becomes a legally binding contract for how your LLC will handle important matters like the voting process, membership interest, profits and losses, and even dissolution, should that become necessary. You can use one of our attorney-drafted templates to fill out, save, and download your operating agreement for free.
Since operating agreements are internal documents, you don’t need to file yours with the Georgia Secretary of State. However, you’ll still need an operating agreement tailored to your Georgia LLC’s requirements. Northwest offers free, attorney-drafted operating agreement templates to get you started.
Your operating agreement lays out the internal structure of your LLC. While you can include anything that isn’t prohibited by Georgia law, a strong operating agreement will include:
Want to focus on your business and leave the legal stuff to us? Our lawyers have drafted a comprehensive operating agreement you can use for free. You can even fill it out on this page, save it in a free account for later, and download a completed draft to sign.
In order to fill out our free operating agreement template, you’ll need your:
This must be your business’ legal entity name, or the name you put on your LLC Articles of Organization.
Did an LLC member contribute $500? $5k? A storefront? Put that here.
You’ll just write in 16 here since our version has a set amount of pages.
Remember, this is an internal document, so you won’t have to submit these names to the state just because they’re on here. However, you might need to add these people to your BOI Report.
Include any initial contributions, even if it’s only a small percentage.
While we recommend having a business bank account, some banks like to actually see the operating agreement before you open the account. If that’s the case, you can leave this blank for now.
This is the place your business operates from.
You can add this in later if you aren’t sure when your meeting will be held.
There are a few spots in our template where you’ll need a signature from one or more members.
A Georgia LLC should have an operating agreement because a company cannot act for itself. In order to operate, LLCs require real humans (and other entities) to conduct company operations.
While a Georgia LLC is not legally required to adopt an operating agreement, having a solid operating agreement will work in your LLC’s favor in a variety of situations. Here are some examples:
Georgia is a great state for starting an LLC if you’re worried about your privacy—the state doesn’t require you to list members’ names or addresses on your Georgia Articles of Organization. However, this can make it tricky to prove to a bank who actually owns your LLC, and you’ll need to do that in order to open a company bank account. Since your operating agreement will have all members’ names and addresses, you can use it as proof that you own your LLC.
To keep limited liability status, an LLC has to demonstrate legal separation from its owners. Keeping your LLC’s rules, structure, and processes clearly outlined in your operating agreement (and then following it to the letter) helps establish that separation. If you ever need to face a lawsuit, a strong operating agreement could make a huge difference in your case.
When you’re running a business with a team of people, there are bound to be occasional misunderstandings. By following your operating agreement—the contract you have all agreed upon ahead of time—you can prevent those misunderstandings from becoming intractable conflicts.
Without an operating agreement, your LLC will be governed by Georgia’s default LLC statutes, which might not suit your business. But, according to the Code of Georgia (GA Code § 14-11-1107) Georgia law will give “maximum effect” to the enforceability of operating agreements. So while Georgia doesn’t legally require operating agreements, it does give LLCs a lot of freedom in their ability to enforce operating agreements if they have one—you’ll definitely want to take advantage of this.
We asked our lawyers for an example of how an operating agreement can make or break your LLC. Here’s what they said.*
“Consider the case of Befekadu v Addis, where the failure to actually adopt and maintain an operating agreement led an individual to mishandle LLC assets and funds. This mishandling, coupled with a lack of transparency and accountability, created disputes among the members resulting in extensive and expensive litigation. Had the members of the LLC taken the time to plan ahead, discuss potential pain points, and distill their collective understanding into an operating agreement, then such valuable resources could have been devoted to more fulfilling commercial purposes.”
Northwest provides free, attorney-drafted and Georgia-specific operating agreement templates. Choose the one below that best fits your business.