The rules for starting and running a Georgia limited liability company (LLC) are laid out by Georgia's LLC laws.
In this guide, we offer simple explanations to Georgia LLC laws about:
To learn more about starting an LLC, visit our form an LLC guide.
Georgia LLC laws set out the requirements for forming an LLC. The State of Georgia has created the Corporations Division business portal and PDF Articles of Organization form to simplify the process.
The following LLC formation statutes are from Georgia Limited Liability Company Act:
Section 14-11-203. Formation
(a) One or more persons may act as the organizer or organizers of a limited liability company by delivering articles of organization to the Secretary of State for filing and supplying to the Secretary of State, in such form as the Secretary of State may require, the following information:
(1) The name and address of each organizer;
(2) The street address and county of the limited liability company's initial registered office and the name of its initial registered agent at that office; and
(3) The mailing address of the limited liability company's principal place of business.
(b) An organizer need not be a member of the limited liability company at the time of formation or thereafter.
(c) A limited liability company is formed when the articles of organization become effective pursuant to Code Section 14-11-206.
(d) The Secretary of State's filing of the articles of organization is conclusive proof that the organizers satisfied all conditions precedent to formation, except in a proceeding by the state to cancel or revoke the formation.
(e) During any period when a limited liability company has any members it may have one or more members.
Code 1981, § 14-11-203, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2009, p. 108, § 2/HB 308.
Section 14-11-204. Articles of organization
(a) The articles of organization shall set forth the name of the limited liability company, which name must satisfy the requirements of Code Section 14-11-207.
(b) The articles of organization may set forth:
(1) That management of the limited liability company is vested in one or more managers; and
(2) Any other provisions not inconsistent with law.
Code 1981, § 14-11-204, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1994, p. 161, § 5.
Section 14-11-205. Execution of documents
(a) Unless otherwise specified in any other Code section of this chapter, any document required or permitted by this chapter to be delivered to the Secretary of State for filing shall be executed:
(1) By any member;
(2) By any manager if management of the limited liability company is vested in one or more managers;
(3) By any organizer if the limited liability company has been formed but it has no members or managers; or
(4) If the limited liability company is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
(b) The person executing the document shall sign it and state beneath or opposite his or her signature his or her name and the capacity in which he or she signs.
(c) The person executing the document may do so as an attorney-in-fact. Powers of attorney relating to the execution of the document do not need to be shown to or filed with the Secretary of State.
Code 1981, § 14-11-205, enacted by Ga. L. 1993, p. 123, § 1.
Start forming your LLC by reading our formation services review.
The Georgia LLC statute provides the requirements for setting up (or forming) an LLC. The State of Georgia offers online and mail-in LLC filing to meet these requirements.
Required Information for Georgia LLC Formation:
Optional Information for Georgia LLC Formation:
Recommended: For help with completing the LLC formation forms, visit our Georgia LLC Articles of Organization guide.
Georgia LLC laws define the duties and appointment of the LLC registered agent.
The following registered agent statutes are from Georgia Limited Liability Company Act:
Section 14-11-209. Registered office and registered agent
(a) Each limited liability company shall continuously maintain in this state:
(1) A registered office which may, but need not, be a place of its business in this state; and
(2) A registered agent for service of process on the limited liability company. The address of the business office of the registered agent shall be the same as the address of the registered office referred to in paragraph (1) of this subsection.
(b) A registered agent must be an individual resident of this state, a corporation, or a foreign corporation having a certificate of authority to transact business in this state.
(c) A limited liability company may change its registered office or its registered agent, or both, by filing an amendment to its annual registration that sets forth:
(1) The name of the limited liability company;
(2) The street address and county of its then registered office;
(3) If the address of its registered office is to be changed, the new street address and county of the registered office;
(4) The name of its then registered agent; and
(5) If its registered agent is to be changed, the name of its successor registered agent.
(d) A registered agent of a limited liability company may resign as such agent by signing and delivering to the Secretary of State for filing a statement of resignation, which may include a statement that the registered office is also discontinued. On or before the date of the filing of the statement of resignation, the registered agent shall deliver or mail a written notice of the registered agent's intention to resign to the limited liability company at the most recent mailing address of the limited liability company's principal place of business in this state listed in the records of the Secretary of State. The agency appointment is terminated, and the registered office discontinued if so provided, on the earlier of the filing of the limited liability company's annual registration or a statement designating a new registered agent and registered office if also discontinued or the thirty-first day after the date on which the statement of resignation was filed.
(e) A registered agent may change the agent's office and the address of the registered office of any limited liability company of which the agent is the registered agent to another place within this state by filing a statement, as required in subsection (c) of this Code section, setting forth the required information for all limited liability companies for which he or she is the registered agent, except that it need be signed only by the registered agent and need not be responsive to paragraph (5) of subsection (c) of this Code section and must recite that a copy of the statement has been mailed to the limited liability company at the most recent mailing address of the limited liability company's principal place of business listed on the records of the Secretary of State.
(f) Whenever a limited liability company shall fail to appoint or maintain a registered agent in this state or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the Secretary of State shall be an agent of such limited liability company upon whom any process, notice, or demand may be served. Service on the Secretary of State of any such process, notice, or demand shall be made by delivering to and leaving with him or her or with any other person or persons designated by the Secretary of State to receive such service two copies of such process, notice, or demand. The plaintiff or his or her attorney shall certify in writing to the Secretary of State that the limited liability company failed either to maintain a registered office or appoint a registered agent in this state and that he or she has forwarded by registered or certified mail or statutory overnight delivery such process, notice, or demand to the most recent registered office listed on the records of the Secretary of State and that service cannot be effected at such office.
(g) The Secretary of State shall keep a record of all processes, notices, and demands served upon him or her under this Code section and shall record therein the time of such service and his or her action with reference thereto.
(h) This Code section does not prescribe the only means, or necessarily the required means, of serving any process, notice, or demand required or permitted by law to be served on a limited liability company.
Code 1981, § 14-11-209, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1999, p. 405, § 33; Ga. L. 2000, p. 1589, § 3.
A registered agent’s job is to accept service of process (legal summons to a lawsuit).
A Georgia registered agent must:
Registered agent information is kept on file by the State of Georgia. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.
