Georgia: LLC Operating Agreement Requirements

Requirements one by one

Agreement form and whether one is required

Georgia defines an operating agreement as "any agreement, written or oral" of
the member or members (§ 14-11-101). The Act does not order an LLC to adopt one.
Instead, its fallback rules repeatedly apply unless the articles or a written
agreement provide otherwise. There is no general signature, witness, or notary
ceremony. For a one-member company, a writing signed by that member and stating
that it is intended as a written operating agreement is expressly enforceable.

Oral terms have a real but limited role. Manager-management, altered voting and
economic rules, contribution remedies, and expanded, restricted, or eliminated
duties are among the subjects the Act lets the articles or a written operating
agreement change (§§ 14-11-304–14-11-305, 14-11-308, 14-11-402–14-11-404).
A general oral understanding does not satisfy those writing-specific routes.

Timing, single members, and later assent

Georgia sets no operating-agreement adoption deadline. The LLC itself forms
when the articles become effective (§ 14-11-203), and initial admission occurs
no earlier than formation under § 14-11-505. The Act does not say an operating
agreement governs an LLC before the entity exists; until members displace a
default in the permitted form, the Act supplies it.

The company need not execute its own agreement to be bound (§ 14-11-101). A
written agreement may also bind a later member or assignee without that person's
signature, but only through § 14-11-505's route: the person must satisfy the
agreement's written conditions and request in writing that the company records
reflect the admission or assignment.

Management, voting, and third-party authority

The internal default is member management (§ 14-11-304). Each member has one
vote, and a majority of members decides ordinary business (§ 14-11-308). A
written agreement or the articles can vest management in managers and replace
those internal voting rules.

Third-party agency is a separate question. Under § 14-11-301, members ordinarily
act as agents. The statute switches ordinary-course agency to managers only if
the articles of organization say management is vested in managers. A private
manager-management clause can control internally without, by itself, changing
the public-facing agency rule.

Economics, admission, and transfers

If the governing documents are silent, profits and losses are allocated equally
under § 14-11-403 and distributions are shared equally under § 14-11-404. The
one-member/one-vote rule therefore does not silently become percentage voting,
and contribution size does not silently become the economic split. Put a
different formula in a written agreement or the articles.

Major actions use a higher threshold. Section 14-11-308 defaults to unanimous
member approval for admission of a new member, amendment of a written agreement,
a distribution, merger, dissolution, and sale of substantially all assets. An
assignment under § 14-11-502 carries profits, losses, and distributions but not
management rights. The assignee becomes a member only through § 14-11-503 and
§ 14-11-505, ordinarily with unanimous member consent.

Contract limits, amendments, and records

Georgia's contract policy is broad: § 14-11-1107 calls for "maximum effect" to
freedom of contract. But § 14-11-305 preserves liability for intentional
misconduct, a knowing violation of law, and a personal benefit received in
violation of a written agreement. Section 14-11-408 also tests wrongful-
distribution liability without applying an agreement's duty limitation. A
member may separately apply for judicial dissolution when business cannot
reasonably be carried on under the governing documents (§ 14-11-603).

The default amendment vote is unanimous (§ 14-11-308). The operating agreement
is not the Secretary of State formation filing; the articles are (§§ 14-11-203–
14-11-204). Article provisions may carry operating-agreement terms and prevail
over conflicting agreement language (§ 14-11-1107). Unless the governing
documents change the record rule, § 14-11-313 requires the principal office to
keep any written agreement and its amendments available for member inspection.

What trips people up

• Oral does not mean every change can stay oral. Georgia recognizes an oral
  operating agreement, but many of the most important statutory opt-outs work
  only through the articles or a written agreement.
• Manager-managed has two layers. A written agreement can allocate internal
  management to managers, but the articles designation controls whether §
  14-11-301 removes members' ordinary-course agency as to outsiders.
• Percentage voting is not the statutory fallback. Without a valid written
  replacement, each member gets one vote and ordinary matters use a headcount
  majority; default profits and distributions are equal too.

Common questions

Can the agreement give rights to someone who is not a member?

Yes. Section 14-11-101 expressly allows enforceable rights for a person who is
not a party to the operating agreement, to the extent the agreement provides.

Can a manager be someone who is not a member?

Yes. Section 14-11-304 says a manager need not be a member or even a natural
person, unless the articles or written agreement provide otherwise.

Is an oral promise to make a capital contribution enforceable?

Not under the LLC Act's contribution rule. Section 14-11-402 requires the
promise to appear in the articles, a binding written operating agreement, or
another writing signed by the person charged.

Statutes and sources

• O.C.G.A. §§ 14-11-101 and 14-11-203 — agreement definition, sole-member
  writing, LLC binding effect, third-party rights, formation, and timing.
  Official text (accessed 2026-07-27).
• O.C.G.A. §§ 14-11-301, 14-11-304, 14-11-305, and 14-11-308 — agency,
  management, duties, voting, major-action approvals, and amendment default.
  Official text (accessed 2026-07-27).
• O.C.G.A. §§ 14-11-402 through 14-11-404 and 14-11-408 — contribution
  writing, equal economic defaults, distributions, and wrongful-distribution
  liability. Official text (accessed 2026-07-27).
• O.C.G.A. §§ 14-11-502, 14-11-503, and 14-11-505 — assignment, economic
  rights, member admission, and written no-signature assent route.
  Official text (accessed 2026-07-27).
• O.C.G.A. §§ 14-11-313, 14-11-603, and 14-11-1107 — records and inspection,
  judicial dissolution, freedom of contract, article terms, and conflict rule.
  Official text (accessed 2026-07-27).