The LLC’s business name must not be similar to other business entity names registered or reserved on file with the Georgia Secretary of State. This applies to companies that were formed in Georgia, as well as those originally formed started outside the state but currently registered in the Peach State.
Your new LLC’s name must include (at the end) one of the following: “Limited Liability Company,” “LLC,” “L.L.C.,” “Limited Company,” “LC,” or “L.C.” The term “Limited” is allowed to be abbreviated as “Ltd.” and “Company” may be abbreviated as “Co.” The complete name must be 80 characters or less, including any spaces and/or punctuation.
You can reserve an LLC name for up to 30 days before you actually file for organization with the Georgia Secretary of State.
The filing time for Georgia LLCs is 2 weeks, and the expedited filing time is 2 business days.
State Filing Fees
The filing fee is $100, and can be expedited for $150.
Articles of Organization and Operating Agreement
The articles of organization must be submitted to the Georgia Secretary of State.The formation of a Georgia LLC means that you have to file articles of organization with the Corporations Division of the Georgia Secretary of State. The new LLC’s articles of organization must list the LLC’s company name, all the organizers’ names and addresses, the LLC registered office’s street address, the LLC’s registered agent’s name, and street address of the LLC’s primary place of business. It can also list other items that are also included in the operating agreement if the members so designate, so long as they don’t conflict with state law. An example of such a provision is setting forth whether authority will be vested in one or more managers, or if the LLC will be member-managed. The filing fee is $100.
Your new LLC is officially deemed as “organized” after one original and one copy of the LLC’s articles of organization are delivered to the Georgia Secretary of State’s office (Corporations Division) with the filing fee, and that office then verifies that the articles are in compliance with state law. The articles must be signed by an organizer if the LLC has not yet been formed, a manager, a member if no organizer or manager has yet been selected.
The organizer is allowed to be any natural person, or it may be a legal or commercial entity. The organizer is not required to be a member of the LLC, but there must be at least one organizer of some type.
The organizer who signs the articles must also list his or her name and title (the office by holding which he or she is entitled to sign it, such as organizer, manager, etc.). The Georgia Secretary of State will certify both copies, but will then retain the original and return a signed copy to the LLC or its authorized representative. The articles of organization are effective as of the time and date they are filed, unless otherwise indicated.
The operating agreement is also very important, it can be modified in a way that’s specified by the agreement itself, or however the law of the state permits. Having an operating agreement is not legally
required by the state, but it’s a vitally important internal document that sets forth how the LLC will run. The operating agreement needs to list the LLC’s members, how much each one has invested, how any profits will be distributed, and how much relative weight each member has when voting.
The operating agreement may also include requirements for meetings (notice, quorum, voting rules, etc.) and similar functions, but it doesn’t have to. Usually, though, it does include operating constraints and allowances already contained in state law and policy. It also may contain constraints on the members’ authority to change or repeal the operating agreement or a provision thereof. If there is more than one member, the operating agreement must initially be unanimously approved in writing.
LLCs must have one or more members/managers, and each member must be a natural person or a recognized business entity. A member can acquire an interest in the LLC when it is formed, or by a method specified in the operating agreement. Becoming a member usually requires a contribution of cash or property to the LLC, or it may take to form of services rendered to the LLC. However, a person may be admitted as a member of the LLC without acquiring a membership interest if the articles of organization or operating agreement allow it, or if all the members agree and the new member’s admission is recorded in the LLC’s records.
An LLC member can only resign as permitted in the articles of organization or operating agreement, which usually specify a minimum amount of time before a member is allowed to resign. LLCs have the right to pursue remedies for damages suffered by the LLC that are the result if a member’s resignation.
All Georgia LLCs must have designated a registered agent in the state-someone to receive official state correspondence, whether legal or administrative. An LLC registered agent may be an individual who resides in Georgia or a corporation (whether originally formed in Georgia or not) that is registered to conduct business in the state. The registered office may be a place of business for the LLC, but a post office box or mail drop is not allowed to be used as the agent’s address.
Ongoing Filing and Compliance
Georgia LLCs must file a yearly report with the state Secretary of State that includes:
- The LLC’s name and the street address and county of the LLC’s registered office
- The jurisdiction where it was organized
- The LLC’s registered in-state agent’s name
- The mailing address of the LLC’s principal place of business
- Any other information deemed necessary by the Secretary of State
They also must keep available the following types of records open to inspection at their office:
- Members’ and managers’ names and addresses
- Any records which would enable a member to determine the members’ relative voting rights
- A copy of the articles of organization, as well as any amendments
- Copies of the federal, state, and local income tax returns for the LLC for the past three years
- A copy of the operating agreement, along with any amendments
- Financial statements for the LLC’s the three most recent years
It is recommended that a copy of the minutes of the various proceedings and committees meetings of the owners or members is kept on file.
An LLC is dissolved when any one of the following events occurs:
- Event(s) specified in the articles of organization or operating agreement
- Agreement to dissolve by the number or percentage of members specified in the operating agreement
- Event that makes it illegal for the LLC to continue
- When a member leaves the LLC, unless the remaining member agree to continue the LLC within 90 days, or the company continues under specifications set out in the operating agreement
- Judicial decree ordering dissolution
An LLC has the availability of more deductions compared to corporations, since the LLC is not required to be a separate tax entity like a corporation. Instead, it is considered a “pass-through entity” for tax purposes, meaning LLC owners report business profits and losses on their individual tax returns.
Unless you decide that your LLC should be taxed in the same way as a corporation, the IRS looks at single-member LLCs as sole proprietorships. This means that the LLC itself does not pay taxes as such and does not have to file a tax return. The IRS treats multi-owned LLCs as partnerships for tax purposes. Therefore, LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself.
The tax rate for Georgia LLCs varies, based on the amount of Georgia taxable net income per reporting period.