YOUR ATLANTA, GEORGIA, BUSINESS LAWYER AND OPERATING AGREEMENTS FOR YOUR CORPORATION: DEFINING THE ROLE OF THE MEMBERS AND THE LLC

As an Atlanta, Georgia Business Attorney, I advocate many different forms of business entities under which a Georgia company can operate. One of my favorite entities is the Georgia Limited Liability Company (LLC). This is an entity recognized by the State of Georgia and affords its owners and investors (members) significant protection from liability as well as significant tax advantages. Such protections and savings are the primary benefits of setting up and operating under a Georgia LLC.

It is important to have an experienced Georgia business law firm set up your Georgia LLC. The costs are relatively inexpensive considering the time, investment, and serious nature of operating your Georgia LLC. Our Atlanta, Georgia, business attorneys can give you an overview and guidance on how to keep records and conduct business. Moreover, while it may seem easy to operate an LLC, seeking and following the advice and guidelines of an experienced Georgia Business Attorney is critical. Our Georgia business lawyers will walk you through the steps to protect your business as well as your personal assets. This could very well prevent “Piercing the Corporate Veil” and accessing your personal assets to pay liabilities and debts of the LLC. This is just one reason it is so important to have an experienced Georgia business lawyer work with you in setting up your LLC.

NOTE: Buying some “operating agreement” form over the internet to set up your business affairs likely is an immense and potentially costly mistake. This type action can get you in significant legal trouble with dire legal consequences. Likewise, setting up an LLC online and/or without the representation of a Georgia business lawyer is a dangerous and likely costly and poor business decision.

Once the initial research has been performed and information has been gathered concerning the structure of the Georgia LLC, the LLC’s application, By-Laws, Articles, Registered Agent, and other important matters are submitted to the Georgia Secretary of State for processing. Georgia law firms with significant experience in this area also can set these matters up online and a proper Georgia LLC can be set up in just a couple of days. Provided everything is in order, the Georgia LLC is created and its members will be authorized to do business as the LLC in the state in which the LLC is organized.

If an LLC will be doing business in other states, your attorney will need to make the appropriate filings in those states and comply with those states’ laws as well. This is commonly referred to as a certificate to do business as a “Foreign Entity” and the requirements are different for each state in which your LLC will do business. Nevertheless, it is usually not complicated and can be done effectively for a fraction of the cost of setting up an LLC in another state. Additionally, an experience Georgia Business Law Firm can guide you in how to operate the LLC, the Federal and State tax implications; and benefits afforded doing business in such a manner (NOTE: a Georgia LLC is a pass through tax entity, which eases the Federal and State tax filing requirements).

An operating agreement is arguably the most important document for any corporation or partnership. This is especially true for any LLC and the members of the LLC. It is a governing document and should set forth the powers of the LLC, its members and management. It also defines the obligations of the members to each other and to the LLC. Because the operating agreement is the controlling document between the members and the LLC, it should set forth the complete understanding between the members including all the terms and conditions which define the members’ relationship with each other and with the LLC. Failure to create an operating agreement is an invitation for expensive and protracted litigation. I find this especially true when family members are working together. Believe it when I say that I have repeatedly seen family discord arising out of a Georgia family run and/or owned LLC not having an effective and well-drafted operating agreement.

As such, prudence requires that all LLCs have an operating agreement no matter how the members feel they may get along at the time the LLC formed. Of course, it is most prudent to have an LLC in place prior to starting business and an operating agreement set up simultaneously. If an LLC has not created an operating agreement prior to doing business, it is highly advisable that it create one as soon as possible to avoid any future misunderstandings or problems, which may arise because the LLC failed to create one.

Even if the LLC has only one member, a single member operating agreement is necessary to insure that the member is indemnified by the LLC in the event of a problem. Moreover, a single member operating agreement is extremely beneficial in anticipating new members and/or the sale of the LLC, and in granting powers and benefits to the member, which the member may not already have under state law. Multiple member operating agreements are of course more complex than single member operating agreements because they also need to address the relationships of all the members. There are also tax consequences for how your LLC is set up — Sole Member or Multiple Members —

You should consult with an experienced Georgia Business law firm who can appropriately advise you and help you to create an operating agreement that addresses the specific needs of you and your business. The Libby Law Firm represents business owners, entrepreneurs, individuals, and families in business matters and their business dealings. We provide experienced legal representation through exceptional Atlanta Business lawyers.

Our Firm has many decades of combined experience through its experienced Atlanta business attorneys staff. Should you have any questions or desire any assistance, our Firm welcomes the opportunity to be of service to you. Please feel free to call our Firm at (404) 467-8611 or toll free at to discuss your options. You can also send us a message through our confidential Web Site form. The Libby Law Firm is conveniently located in the Buckhead section of Atlanta, Georgia, near the intersection of Piedmont and Roswell Roads.