Formation of a basic limited liability company in Georgia is straightforward and involves only a few steps:
1. Choose a name and obtain a name reservation certificate from the Secretary of State. To qualify the name must meet the following guidelines:
- Must contain the words "limited liability company" or "limited company" (it being permitted to abbreviate the word "limited" as "ltd." and the word "company" as "co.") or the abbreviation "L.L.C.", "LLC", "L.C." or "LC";
- Must be distinguishable on the records of the Secretary of State from the name of any corporation, limited liability company, or limited partnership; any foreign corporation, foreign limited liability company or foreign limited partnership having a certificate of authority to transact business in this state; any nonprofit corporation, professional corporation, or professional association, domestic or foreign, on file with the Secretary of State pursuant to this title; or any name reserved or registered under this title; and
- Shall not in any instance exceed 80 characters, including spaces and punctuation.
2. File the Articles of Organization with the Secretary of State. The Articles must include the name of the limited liability company, which satisfy the requirements listed above. The Articles can include any optional provisions which the organizer wants to include.
Every llc must have a registered office in the state which may, but need not, be a place of its business in this state. It must also have a registered agent who can accept service of process on the company. The street address of the business office of the registered agent must be the same as the address of the registered office. After formation, a registration statement must be filed which includes the name and street address of the registered agent. An annual registration statement must be filed each year. Failure to file an annual registration will result in administrative dissolution by the Secretary of State.
Every limited liability company must also have a least one member. These are normally indicated in a signed operating agreement. By law the names of the members must be included in either the Articles of Organization or a signed operating agreement. Where the name of the member is not included in the Articles of Organization, there must be a written (not oral) operating agreement which indicates the member. Without a member, a limited liability company cannot transact business in Georgia.
Where there is more than one member in a limited liability company, care should be taken to consider all the ramifications of control, interest transfer, needs for additional funding and any resulting dilution which could occur. We strongly advise organizers to obtain professional counsel when forming any entity involving multiple participants.
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