Georgia gives LLC members something close to Delaware’s freedom and almost nobody uses it. Under O.C.G.A. § 14-11-305, the articles of organization or a written operating agreement may expand, restrict, or eliminate the fiduciary duties that members and managers owe each other — with exactly two carve-outs the agreement can never touch. Most Georgia operating agreements in circulation are generic national templates that leave that provision switched off, which means the state’s most valuable feature goes unused by the people it was written for.
This page provides a free Georgia LLC Operating Agreement template in both PDF and Microsoft Word format, drafted against Title 14, Chapter 11 of the Official Code of Georgia Annotated. It includes the § 14-11-305 duty-modification framework, registered agent references, and signature blocks for member-managed and manager-managed structures. Download the version that fits your workflow and customize the bracketed fields.
Free Georgia LLC operating agreement template and sample form
Fill it in below and the document is generated in your browser — nothing is uploaded and there is no signup. The PDF and Word versions are there if you prefer to draft offline. Whichever you use, address outside activities expressly — § 14-11-305 only helps if the agreement actually says something.
Georgia LLC Costs and Deadlines (Verified August 2026)
Georgia’s fee schedule changed on 6 September 2025, and most third-party pages still quote the old numbers. The change removed the discount for filing online: both channels now carry a $10 service charge on top of the base fee. Confirm current figures with the Georgia Secretary of State before filing.
| Item | Amount | Detail |
|---|---|---|
| Articles of Organization (domestic LLC) | $110 | $100 base + $10 service charge, schedule effective 6 Sep 2025 |
| Annual registration | $60 | $50 base + $10 service charge, per year |
| Annual registration window | 1 Jan – 1 Apr | Fixed calendar deadline, not a formation anniversary |
| Late penalty | $25 | Added to the annual registration fee |
| Registered agent | $0–300/yr | Georgia street address required |
| Franchise tax | None | Georgia levies no franchise tax on LLCs |
| Operating agreement filing | Not filed | Internal document; only the Articles are public |
What Section 14-11-305 Actually Permits
The default rule in Georgia is conventional. A member or manager must act in a manner he or she believes in good faith to be in the best interests of the company, and must exercise the care of an ordinarily prudent person in similar circumstances. If your operating agreement says nothing, that is the standard you are held to.
But the statute then does something most states do not: it allows the articles or a written operating agreement to expand, restrict, or eliminate those duties and the liability that flows from them. Two limits survive no matter what the document says. The agreement cannot eliminate liability for intentional misconduct or a knowing violation of law, and it cannot eliminate liability for a transaction from which the member or manager received an improper personal benefit in breach of the agreement.
Consider two members who form a Georgia LLC to run a landscaping business. One of them separately buys a competing route in the next county. Under the default duty of good faith that is a real problem. Under an operating agreement that expressly permits members to pursue outside ventures in the same industry, it is not — because Georgia lets the members define the duty before the conflict arises rather than litigating it afterward.
The practical takeaway is that in Georgia, silence is a choice. An agreement that never addresses outside activities has chosen the default, and the default is the restrictive option.
The Deadline Georgia Owners Actually Miss
Georgia’s annual registration is due between 1 January and 1 April every year. It is not tied to your formation date, which is the assumption people carry over from other states. An LLC formed in November owes its first annual registration the following spring, only months later.
The registration itself is administrative — it confirms the registered agent, the principal office address, and the entity’s contact details. The $25 late penalty is small. What is not small is what follows sustained non-filing: administrative dissolution, and with it the loss of the name.
Because the deadline is fixed and shared by every Georgia entity, the first week of the year is the natural moment to do both jobs at once: file the registration and re-read the operating agreement to check that the members and percentages it records are still the real ones.
Provisions That Matter Most Under Georgia Law
- The duty-modification clause. The most consequential paragraph in a Georgia operating agreement. Decide deliberately whether to keep, narrow, or eliminate the ordinary duties under § 14-11-305, and say so expressly. Silence keeps the restrictive default.
- Outside-activities carve-out. Whether members may pursue competing or adjacent ventures without offering them to the company. In Georgia this is enforceable if written; without it, the good-faith standard governs.
- Improper personal benefit boundary. Since this liability can never be waived, define what counts as a permitted related-party transaction and what approval it needs, so the line is drawn in advance.
- Management designation. Member-managed or manager-managed, with the scope of manager authority stated. Georgia’s Articles do not record this.
- Capital contributions and additional funding. What was contributed, what is promised, and what happens to a member who does not meet a capital call.
- Distributions. Timing, priority, and whether distributions track ownership percentages or a different allocation the members agreed.
- Transfer restrictions. Georgia’s default gives a transferee economic rights without membership. State the consent required for full admission.
- Dissolution and buyout. Georgia provides no automatic right to be bought out. If members want an exit route, the agreement has to build one.
Mistakes Specific to Georgia LLCs
- Leaving the duty-modification provision unused. Georgia hands you a tool that most states do not, and generic national templates never invoke it. If you want members free to pursue outside ventures, the agreement has to say so.
- Quoting the pre-September 2025 fees. Georgia added a $10 service charge to both formation and annual registration effective 6 September 2025. The widely repeated ‘$100 online’ figure is out of date.
- Treating the annual registration as anniversary-based. It is not. Every Georgia LLC files between 1 January and 1 April, regardless of when it was formed.
- Trying to waive liability for knowing violations of law. Section 14-11-305 does not allow it. A clause purporting to eliminate liability for intentional misconduct is unenforceable and can taint the credibility of the rest of the document.
Frequently Asked Questions
Does Georgia require an LLC operating agreement?
No. Georgia does not require one and it is never filed with the Secretary of State. But because § 14-11-305 only permits duty modification through the articles or a written operating agreement, a Georgia LLC without one is locked into the restrictive default.
How much does it cost to form an LLC in Georgia?
$110 as of the fee schedule effective 6 September 2025 — a $100 base fee plus a $10 service charge, the same online or by mail. Annual registration is $60 per year on the same structure.
When is the Georgia annual registration due?
Between 1 January and 1 April each year. The deadline is fixed for every entity and is not tied to your formation date. Filing late adds a $25 penalty.
Can a Georgia operating agreement eliminate fiduciary duties?
Largely yes, which is unusual. Section 14-11-305 permits the articles or a written operating agreement to expand, restrict, or eliminate duties and the resulting liability — except for intentional misconduct, knowing violations of law, and transactions producing an improper personal benefit in breach of the agreement.
Does Georgia have a franchise tax on LLCs?
No. Georgia does not impose a franchise tax on LLCs. The recurring state cost is the $60 annual registration.
Is the operating agreement filed with the Secretary of State?
No. It is internal. Only the Articles of Organization and registered agent details are public record.
Can a Georgia LLC have a single member?
Yes. Single-member LLCs are recognized in Georgia and are treated as disregarded entities for federal tax purposes by default. The operating agreement still matters as evidence of separateness.
What happens if we never file the annual registration?
The penalty starts at $25, but sustained non-filing leads to administrative dissolution, which ends the liability shield going forward and releases the company name for others to claim.
Download the Free Georgia LLC Operating Agreement
The template below is the Georgia version, formatted for both print and editing. Fill the bracketed fields, have every member sign, and keep a signed copy with the company records. It is an internal document — you do not file it with the state.
Related Templates
Georgia’s duty-modification provision has one close cousin worth reading beside it: the Delaware LLC operating agreement template, which takes the same idea further than any other state. For the opposite approach — a statute with a long list of things members may never waive — compare the Florida LLC operating agreement template. Every state is indexed in the LLC operating agreement by state hub, and the general LLC operating agreement template covers the structure common to all of them.