Georgia LLC Operating Agreement
Set out who owns your Georgia LLC, who manages it, and how profits are split — and download a print-ready PDF. Single-member or multi-member. Free, no signup. The preview updates as you type.
Maintained by the SealForms editorial team · Every state-specific figure on this page is cited to its statute or official agency page · Dataset last verified 2026 · Not legal advice.
Georgia LLC act rules · as of 2026
- Required by law?
- No — but strongly recommended
- Recognized form
- 'any agreement, written or oral, of the member or members as to the conduct of the business and affairs of a limited liability company' (implied-by-conduct agreements are not mentioned)
- Governing act
- Georgia Limited Liability Company Act
Without an agreement: Absent a contrary written operating agreement provision, 'profits and losses, and each item thereof, shall be allocated equally among the members' — per capita, not by contribution (O.C.G.A. § 14-11-403). Source: O.C.G.A. § 14-11-101(18) · verify ↗.
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Operating Agreement
of __________ · State of Georgia
This Operating Agreement (the "Agreement") is made effective __________ by the member(s) of __________ (the "Company"), a limited liability company organized under the Georgia Limited Liability Company Act, with its principal office at __________ .
1. Formation & purpose. The Company was formed under Georgia law by filing its formation document with the state. Its purpose is: __________ , and any other lawful activity under the Georgia Limited Liability Company Act.
2. Members & ownership. The membership interests are: __________ — ____%; __________ — ____%; __________ — ____%; __________ — ____%. For a single-member company, the sole member holds 100% and the second line is left blank.
3. Management. The Company is __________ . If manager-managed, the manager is __________ , who may bind the Company in the ordinary course of business; major decisions (admitting members, selling substantially all assets, dissolution, amending this Agreement) require the consent of members holding a majority of the membership interests.
4. Capital contributions. The members have contributed: __________ . No member is required to make additional contributions without their written consent.
5. Allocations & distributions. Profits and losses are allocated, and distributions made, in proportion to the ownership percentages in Section 2, at the times the members (or manager) determine, subject to the Georgia Limited Liability Company Act's limits on distributions.
6. Records, amendment & law. The Company keeps its records at the principal office; each member may inspect them. This Agreement may be amended only in writing signed by all members. It is governed byGeorgia law and is binding on the members, their successors, and assigns.
Generated with SealFormsReflects Georgia law · verified 2026
Why your Georgia LLC needs this — even single-member
- It overrides the default rules. Without an agreement, the Georgia Limited Liability Company Act decides how profits are split and who can act for the company — not you.
- It protects limited liability. A written agreement is core evidence that the LLC is a real, separate entity.
- Banks and lenders ask for it. Opening a business account or getting a loan routinely requires it.
Georgia law
No — Georgia does not require an operating agreement (as of 2026): Not required. Georgia's bespoke act defines the operating agreement as 'any agreement, written or oral, of the member or members'; absent one, the chapter's default rules govern (note: certain defaults, e.g. profit allocation, can be varied only by a written operating agreement).. But without one, the default rules of the Georgia Limited Liability Company Act decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: O.C.G.A. § 14-11-101(18). Check the current Georgia LLC rules before relying on any default.
Frequently asked questions
Is an operating agreement required in Georgia?
No — Georgia does not require an operating agreement (as of 2026): Not required. Georgia's bespoke act defines the operating agreement as 'any agreement, written or oral, of the member or members'; absent one, the chapter's default rules govern (note: certain defaults, e.g. profit allocation, can be varied only by a written operating agreement).. But without one, the default rules of the Georgia Limited Liability Company Act decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: O.C.G.A. § 14-11-101(18).
Does a single-member LLC need an operating agreement?
It is not usually legally required, but yes in practice: a written agreement helps prove the LLC is a separate entity (protecting limited liability), is routinely requested by banks and lenders, and controls what happens if you bring in a partner or pass the business on. For a single member, it is a short document — this template works for that case.
Does the operating agreement get filed with the state?
No. Unlike the formation certificate (articles of organization), the operating agreement is an internal document — you sign it, keep it with your records, and give each member a copy. Banks, lenders, and courts may ask to see it, but no Georgia agency records it.
Can the agreement be oral in Georgia?
Georgia's statute recognizes: 'any agreement, written or oral, of the member or members as to the conduct of the business and affairs of a limited liability company' (implied-by-conduct agreements are not mentioned) (O.C.G.A. § 14-11-101(18)). Even where oral or implied agreements count, put yours in writing — proving an oral term in a dispute between members is exactly the fight the document exists to prevent.
How does Georgia compare? See which states actually require an operating agreement, every claim cited to the state LLC act.
How Georgia compares
Computed from our 51-jurisdiction dataset (as of 2026). Source for Georgia: O.C.G.A. § 14-11-101(18) ↗.
- Georgia is one of 47 of 51 jurisdictions that leave the operating agreement optional (statutory default rules apply without one) (4 require an LLC to have an operating agreement).
LLC operating agreement in other states
More Georgia legal forms
Different state? See LLC operating agreements by state →