1. Formation
The Company was formed on [[Formation Date]] by the filing of Articles of Organization with the Georgia Secretary of State pursuant to the Georgia Limited Liability Company Act, O.C.G.A. § 14-11-100 et seq. (the "Georgia LLC Act").
The principal place of business of the Company shall be at [[Company Principal Office Address, City, Georgia ZIP]], or at such other place as the Members or Managers may from time to time designate.
The registered agent and registered office of the Company in the State of Georgia are as set forth in the Articles of Organization or as amended from time to time in accordance with the Georgia LLC Act.
2. Name and Purpose
The name of the Company is [[Company Legal Name]].
The purpose of the Company is to engage in any lawful business or activity for which limited liability companies may be organized under the Georgia LLC Act and to do all things necessary or incidental to the accomplishment of such purpose, including but not limited to [[Primary Business Purpose]].
3. Term
The term of the Company shall continue until the Company is dissolved in accordance with this Agreement or the Georgia LLC Act.
4. Members and Capital Contributions
The initial Members of the Company, their capital contributions, Percentage Interests, and Units are set forth on Schedule A attached hereto and incorporated by reference.
No Member shall be required to make any additional capital contribution to the Company unless such additional contribution is approved in writing by Members holding at least [[Voting Threshold for Additional Capital]] of the Percentage Interests.
Capital accounts shall be maintained for each Member in accordance with Treasury Regulation § 1.704-1(b)(2)(iv) and consistent with the Georgia LLC Act.
5. Percentage Interests
"Percentage Interest" means the percentage ownership interest in the Company held by a Member as set forth on Schedule A, as adjusted from time to time.
"Unit" means a unit of membership interest in the Company. The authorized Units and the number held by each Member appear on Schedule A.
Percentage Interests and Units shall be adjusted upon the admission of new Members, issuance of additional Units, transfers, or other events in accordance with this Agreement.
6. Management
The Company shall be [[Member-Managed OR Manager-Managed]].
If the Company is Member-Managed, the business and affairs of the Company shall be managed by the Members. Decisions shall require the affirmative vote or written consent of Members holding a majority of the Percentage Interests, except for matters requiring a Supermajority or Unanimous Approval as set forth herein.
If the Company is Manager-Managed, the business and affairs of the Company shall be managed by one or more Managers. The initial Manager or Managers are [[Initial Manager Name(s)]].
Managers shall be appointed, removed, and replaced by vote of Members holding a majority of the Percentage Interests. Managers shall have full authority to manage the Company subject to the limitations in this Agreement and the Georgia LLC Act.
7. Voting and Major Decisions
Ordinary business decisions shall require approval by Members holding a majority of the Percentage Interests.
The following actions require Supermajority Approval (Members holding at least [[Supermajority Threshold, e.g. seventy-five percent (75%)]] of the Percentage Interests):
- Admission of additional Members
- Amendment of this Agreement
- Sale, lease, or other disposition of all or substantially all of the assets of the Company
- Incurring or guaranteeing indebtedness in excess of $[[Debt Threshold Amount]]
- Merger, consolidation, conversion, or reorganization of the Company
- Change in the primary purpose or line of business of the Company
The following actions require the unanimous written consent of all Members:
- Voluntary dissolution of the Company
- Any action that would make it impossible to carry on the business of the Company
- Confession of a judgment against the Company
8. Allocation of Profits, Losses, and Distributions
Profits and losses of the Company shall be allocated among the Members in proportion to their respective Percentage Interests, subject to any special allocations required by the Internal Revenue Code or Treasury Regulations, including qualified income offset and minimum gain chargeback provisions.
Distributions shall be made at such times and in such amounts as the Members or Managers determine, after making appropriate provision for working capital, reserves, and anticipated obligations of the Company.
No distribution shall be made if, immediately after giving effect to the distribution, the liabilities of the Company would exceed the fair market value of its assets.
9. Tax Matters
The Members intend that the Company be classified as a [[partnership, disregarded entity, or corporation]] for federal and state income tax purposes.
If the Company has more than one Member, its default classification shall be partnership for federal tax purposes. If the Company has a single Member, it shall be disregarded unless an election to the contrary is made.
The Company may elect S corporation status under IRC § 1361 if eligible, upon approval by [[Required Vote for Tax Election]] of the Members.
The Partnership Representative (or Tax Matters Partner) shall be [[Name of Partnership Representative]] or such other person designated by Supermajority Approval.
10. Transfer of Interests; Right of First Refusal
No Member may transfer, assign, pledge, encumber, or otherwise dispose of all or any part of such Member's Units or Percentage Interest without the prior written consent of the other Members, except as expressly permitted in this Agreement.
Any proposed transfer (other than to a Permitted Transferee) shall be subject to a right of first refusal in favor of the Company and the other Members on a pro-rata basis.
The transferring Member shall deliver written notice of the proposed transfer containing all material terms. The Company and remaining Members shall have [[ROFR Period, e.g. thirty (30)]] days to elect to purchase on the same terms.
Any transfer in violation of this Agreement shall be void and of no effect.
11. Drag-Along and Tag-Along Rights
Drag-Along Rights: If Members holding at least [[Dragging Threshold, e.g. seventy-five percent (75%)]] of the Percentage Interests approve the sale of all or substantially all assets or equity of the Company to an unaffiliated third party, all other Members shall be obligated to participate in such sale on the same terms and conditions.
Tag-Along Rights: If any Member proposes to transfer Units representing more than [[Tag Threshold, e.g. twenty percent (20%)]] of the total Percentage Interests to a third party, the other Members shall have the right to participate in the proposed transfer on a pro-rata basis and on identical terms.
12. Dissociation, Withdrawal, and Expulsion
A Member may voluntarily dissociate from the Company only upon [[Notice Period, e.g. sixty (60) days]] prior written notice to the other Members and only if such dissociation does not breach any agreement or cause material harm to the Company.
Upon dissociation, the withdrawing Member shall have only the rights of an economic interest holder unless otherwise agreed by the remaining Members or required by the Georgia LLC Act.
A Member may be expelled for cause upon Supermajority Approval if the Member has materially breached this Agreement, engaged in conduct that harms the Company, or becomes bankrupt or insolvent.
13. Indemnification
The Company shall indemnify and hold harmless each Member, Manager, and officer to the fullest extent permitted by the Georgia LLC Act from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to such person's service to or on behalf of the Company, except to the extent such losses result from such person's gross negligence, willful misconduct, or bad faith.
14. Confidentiality
Each Member agrees to maintain the confidentiality of all non-public information relating to the Company and its business, and shall not disclose such information to third parties except as required by law or with the prior written consent of the Members holding a majority of Percentage Interests.
15. Representations and Warranties
Each Member represents and warrants that: (a) such Member has full power and authority to enter into this Agreement; (b) the execution and delivery of this Agreement does not violate any other agreement to which the Member is a party; and (c) the Member is acquiring the interest for its own account and not with a view to distribution in violation of securities laws.
16. Accounting and Records
The Company shall maintain complete and accurate books and records of account at its principal place of business or such other location as the Members determine.
Each Member shall have reasonable access to the books and records of the Company upon reasonable notice during normal business hours.
The fiscal year of the Company shall be the calendar year unless otherwise determined by the Members.
17. Dissolution and Winding Up
The Company shall dissolve and commence winding up upon the first to occur of: (a) the written consent of all Members; (b) entry of a decree of judicial dissolution; or (c) the occurrence of any event requiring dissolution under the Georgia LLC Act.
Upon dissolution, the assets of the Company shall be liquidated and the proceeds applied first to payment of creditors, then to return of capital contributions, and finally distributed to Members in accordance with their positive capital account balances and Percentage Interests.
18. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without regard to conflicts of law principles. Any dispute arising under this Agreement shall be resolved in the state or federal courts located in [[County, Georgia]].
19. Severability
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
20. Entire Agreement; Amendments
This Agreement, including all Schedules and Exhibits attached hereto, constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes all prior agreements and understandings.
This Agreement may be amended only by a written instrument signed by Members holding the required voting threshold for amendments as set forth in Section 7.
21. Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.
22. Notices
All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when personally delivered, or three business days after being sent by certified mail, or one business day after deposit with a nationally recognized overnight courier, to the addresses set forth on Schedule A or such other address as a Member may designate in writing.
23. Headings and Construction
The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision. References to sections are to sections of this Agreement unless otherwise indicated.
24. Waiver
No waiver of any provision of this Agreement shall be effective unless in writing. The waiver of any breach shall not constitute a waiver of any subsequent breach.
25. Assignment
No Member may assign this Agreement or any rights hereunder without the prior written consent of the other Members, except that a Member may assign its economic rights to a Permitted Transferee.
26. Third-Party Beneficiaries
This Agreement is solely for the benefit of the Members and the Company and creates no rights in any third party.
27. Schedules and Exhibits
The following Schedules and Exhibits are attached to and incorporated in this Agreement by reference:
Schedule A - Members, Capital Contributions, Percentage Interests, and Addresses
Exhibit A - Form of Joinder Agreement for Additional Members
SCHEDULE A
Members, Capital Contributions, Percentage Interests, and Contact Information
| Member Name | Capital Contribution | Percentage Interest | Units | Address for Notices |
|-------------|----------------------|---------------------|-------|---------------------|
| [[Member 1 Full Legal Name]] | $[[Amount or Description of Contribution]] | [[XX]]% | [[Number]] | [[Full Address, City, GA ZIP, Email]] |
| [[Member 2 Full Legal Name]] | $[[Amount or Description of Contribution]] | [[XX]]% | [[Number]] | [[Full Address, City, GA ZIP, Email]] |
| [[Additional Members as Needed]] | [[...]] | [[...]]% | [[...]] | [[...]] |
Total Percentage Interests: 100%
Total Authorized Units: [[Total Units]]
EXHIBIT A
JOINDER AGREEMENT
The undersigned hereby agrees to become a Member of [[Company Legal Name]], L.L.C. and to be bound by all of the terms and conditions of the Georgia Limited Liability Company Operating Agreement dated [[Effective Date]], as amended from time to time.
Member Name: ______________________________
Signature: ________________________________
Date: ____________________________________
Percentage Interest Acquired: [[XX]]%
Georgia LLC Operating Agreement template. This document is a sample and not legal advice. The Georgia LLC Act (O.C.G.A. Title 14, Chapter 11) governs formation, management, and dissolution. Members should consult qualified Georgia counsel and review current statutes, including any 2025-2026 amendments, before execution. All statutory references are believed accurate as of 2026-06. Verify all requirements with the Georgia Secretary of State and a licensed attorney licensed in Georgia.
