How to Form a Single-Member LLC in Georgia

If you've run your small business on your own and have never registered it with the state, you're automatically considered a "sole proprietorship." As a solo business owner, you have the option to become a single-member limited liability company (SMLLC) in Georgia. You can form an SMLLC and a multi-member limited liability company (LLC) using the same procedure in Georgia.

When forming and operating your SMLLC, you'll need to follow the Georgia Limited Liability Company Act. In general, you can follow the steps below to start your Georgia SMLLC.

1. Name Your SMLLC

In Georgia, like in other states, you must follow certain rules when naming your SMLLC. The name of your Georgia SMLLC must contain the words:

• "Limited Liability Company"
• "Limited Company"
• "LLC"
• "L.L.C."
• "LC", or
• "L.C."

Your business's name can abbreviate the word "limited" as "ltd." and "company" as "co." (Ga. Code § 14-11-207 (2023).)

Your name can't be longer than 80 characters, including spaces and punctuation. In addition, your SMLLC's name must be distinguishable from the names of domestic and foreign business entities on record with the Georgia Secretary of State (SOS), including names that have been reserved or registered. (Ga. Code § 14-11-207 (2023).)

Before picking a name for your business, you should take steps to make sure your proposed business name is available for you to use. You can do a business search on the SOS website for names that start with, contain, or match exactly with your entered search.

If you have a name picked out but you're not ready to file formation paperwork to start your business, you can reserve your business name for 30 days. You can reserve your business name online using the SOS Corporations Division's eCorp System. As of 2023, the filing fee is $25 to reserve a business name.

2. File Articles of Organization

To create a Georgia SMLLC, you must file articles of organization with the SOS. You can file your articles online through the SOS eCorp System or by mail. As of 2023, the filing fee to file online is $100, and by mail is $110.

If you file by mail, you must include a separate transmittal information form (Form CD 231) which you can download from the SOS website. When filing by mail, you can use the articles of organization form provided by the SOS (Form CD 030) or draft your own.

Your articles of organization must include the following information:

• the name of your SMLLC
• your name and address (as the SMLLC's organizer)
• the street address and county of your SMLLC's registered office and the name of your registered agent, and
• the mailing address of your SMLLC's principal place of business.

(Ga. Code §§ 14-11-203, 14-11-204 (2023).)

Every Georgia SMLLC must have a registered agent. A registered agent is an individual or business that agrees to accept legal papers on behalf of the SMLLC. The registered agent can be an individual Georgia resident or a domestic or foreign corporation authorized to do business in Georgia. The registered agent must have a physical street address in Georgia.

All of the paperwork and procedural steps to start an SMLLC in Georgia can be done online using our online LLC formation application.

3. Prepare an Operating Agreement

Georgia doesn't require an SMLLC to have an operating agreement. However, even though an SMLLC has just one member, an operating agreement is highly recommended. You don't need to file your operating agreement with the state, but you should keep a copy of it with your business records.

With an SMLLC, an operating agreement is usually made between the single member (you) and the LLC itself. The agreement typically covers the member's rights, duties, and obligations, as well as the SMLLC's management structure. Your SMLLC can be managed by either:

• its member (called a "member-managed SMLLC"), or
• a manager (called a "manager-managed SMLLC").

Unless you specifically say in your operating agreement that your SMLLC will be managed by a manager, Georgia law assumes your SMLLC is member-managed. (Ga. Code § 14-11-304 (2023).)

Creating an operating agreement for your SMLLC has many advantages. Having an agreement can help with liability protection by separating your business from you personally. It also can be useful with lenders and other businesses when entering into business transactions.

If you'd like more information or want help to create an SMLLC operating agreement, see Nolo's Guide to Single-Member LLCs, by David M. Steingold (Nolo).

4. Do You Need an EIN?

If your SMLLC keeps its default tax status of disregarded entity (same as a sole proprietorship) and doesn't have employees, you're not required to obtain a federal employer identification number (EIN). You can, instead, use your own Social Security number or tax identification number for your business and report your business's profits and losses on your personal tax return.

However, having an EIN provides some advantages. For instance, banks often require you to have an EIN for your business to open a business bank account and some companies might require an EIN to process payments.

If you do have employees or you decide to have your SMLLC taxed as a corporation, you must get an EIN from the IRS. You can obtain an EIN by completing an online application on the IRS website. There's no filing fee to get an EIN.

5. Register With the Department of Revenue

In some cases—for example, if you'll be selling goods and collecting sales tax or if you have employees—you'll need to register with the Georgia Department of Revenue (DOR). You can register either online through the Georgia Tax Center. You'll need to provide basic information about your business to register.

For more information on state LLC tax registration, see our article about LLC annual report and tax filing requirements in Georgia. The DOR also has a helpful webpage about registering a new business in Georgia. The webpage takes you through the steps you'll need to take to register to pay taxes with the DOR.

6. Apply for Business Licenses

Depending on your business's industry and location, you might need to apply for certain local and state business licenses, permits, and registrations. You should check to see whether you need licenses, permits, or registrations related to:

• your profession or occupation
• specific goods or services you'll sell or provide
• an assumed or fictitious name for your business, and
• health and safety matters.

You can learn more about which licenses, permits, and registrations your business might need in our article on how to get a small business license in Georgia.

7. File Your Annual Registration

You must file an annual registration for your SMLLC with the SOS by April 1 each year. If you don't need to change or update your business information, use Georgia's One Click Registration. If you do need to make updates to your business information, you must log in to your eCorp account to file your annual registration.

As of 2023, the filing fee is $50.

Getting Help Forming Your SMLLC in Georgia

When starting your SMLLC in Georgia, most information can be found through the SOS and DOR. You can also look at free or inexpensive self-help resources. Many business owners can register their business on their own. However, if you have legal questions specific to your business, consider talking to a Georgia business attorney. They can help you file your articles of organization, draft your operating agreement, and register for taxes.

For more guidance on forming and running your SMLLC, see the single-member LLC section of our website.