Articles of Organization
To form an LLC in Georgia, articles of organization must be filed with the Corporations Division of the Secretary of State. State law requires that certain information be included in your articles of organization. This information must include:
- The company name
- The name and address of each organizer
- The street address of the LLC’s registered office
- The name of the LLC’s registered agent at that office
- The street address of the principal place of business
- Any other provisions, not inconsistent with law, that the member elect to be set forth including any matters that are required to be or may be included in an operating agreement under this article
The articles may set forth whether the manager will be bested in one or more managers.
Your LLC is considered organized once the articles of organization and one copy (or conformed
copy) are delivered to the Secretary of State, and the articles are deemed to be compliance with
state requirements. The document must be executed by:
- An organizer, if the LLC has not yet been formed
- A manager or
- If none have been selected then a member or
- A fiduciary, if the LLC is in the hands of a receiver, trustee, or other court-appointed fiduciary. The person executing the document must sign it and indicate his name and title (the capacity in which the person signs)
One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members.
Additionally, forming an LLC generally requires inclusion and/or consideration of the following:
Any natural person or entity may form a LLC. The natural person or entity need not be a member of the LLC.
- Minimum Number of Organizers: One or more natural persons or business entities.
- Eligibility: An organizer may be an individual, business entity, business trust, estate, trust, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity
Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.
A limited liability company must have one or more members. Requirements:
- Minimum Number of Members: One or more.
- Eligibility Requirements: A natural person or an entity
- Procedure for Membership: The member may acquire an interest in the LLC at the formation of the LLC or at the time provided in, and upon compliance with, the operating agreement or, if the operating agreement does not so provide, when the person’s admission is reflected in the records of the LLC. After the formation of a LLC, a person is admitted as a member directly from the LLC and a person to be admitted as a member of the LLC without acquiring a membership interest in the LLC, at the time provided in and upon compliance with the articles or operating agreement or, if the articles or operating agreement do not so provide, upon the consent of all members and the person’s admission being reflected in the records of the LLC.
Resignation of Membership
Certain prohibitions exist surrounding the ability of a member to resign from the company. The articles of organization or a written operating agreement may provide for other events the occurrence of which result in a person ceasing to be a member of the limited liability company:
- Except as otherwise provided in the articles of organization or a written operating agreement, a member may not withdraw from the limited liability company.
The contributions of a member to the limited liability company may be in cash, tangible or intangible property, services rendered, or a promissory note or other obligation to contribute cash or tangible or intangible property, or to perform services.