Georgia LLC remove member
If you want to remove a member of your Georgia LLC, you'll need to refer to your operating agreement and update the Georgia Secretary of State. Learn how to remove a member in detail.
What is an LLC?
Limited Liability Company
LLC is a business entity in the U.S that provides limited liability to its members. It has characteristics from both corporation and sole proprietorship. LLCs are permitted under State statutes of each US state.
Limited liability
Personal assets are protected for people with limited liability when they are sued.
Corporation
A business entity that can issue shares and give limited liability to shareholders.
Members
Owners of an LLC are referred to as members. They own membership interest in the LLC.
Sole proprietorship
Where an individual engages in business activity without formal organization.
Types of LLC
Depends on the number of members and whether it has elected to change its IRS classification.
Single-member LLC
Has only a single member. IRS considers it as a sole proprietorship for tax purposes.
LLC as C-corp
Owners of an LLC are referred to as members. They own membership interest in the LLC.
Multi-member LLC
Has two members. IRS considers it as a partnership for tax purposes.
LLC as S-corp
A special election for a maximum of 100 US shareholders.
Action
Here are step-by-step instructions:
How to remove a Georgia LLC member?
Follow these 5 steps:
1. Check your operating agreement
If you have an operating agreement, check the procedure for removing a member. Follow that for the voting and transfer procedures.
2. Default Georgia provisions
If you do not have an operating agreement, you will have to follow the Georgia’s default rules as mentioned in Code of Georgia (§ 14-11-601)
According to the default provisions, a member of an LLC can voluntarily withdraw or under other special circumstances. Read the section § 14-11-601 (Events of dissociation) for all the details.
3. File Articles of Amendment if necessary
If your articles of organization does not contain names of the members, then you do not have to file this amendment.
If your articles of organization contains the names of the members, then you will have to file Articles of Amendment to update the names with the State. Filing it online on Georgia Corporations Division Online Services might not be possible. In that case, you can mail it to the Secretary of State.
Filing fees
$30
Address
Secretary of State
Corporations Division, 2 Martin Luther King Jr. Dr. SE
Suite 313 West Tower, Atlanta, Georgia 30334.
4. Inform IRS
If the removed member was the responsible party with the IRS, then you will have to update the IRS with a new responsible party. In that case, you need to file Form 8822-B. You will have to notify IRS about the change in the responsible party within 60 days.
Notify within
60 days
If you are moving from a multi-member LLC to a single-member LLC, the way IRS treats you changes from a partnership to a disregarded entity. You will have to file Form 8832 to inform IRS about the change in classification
5. Update your operating agreement
Amend your operating agreement to update the names and details of the current members.
Articles of Organization
In Georgia, Articles of Organization is the form you file with the Secretary of State to form an LLC. It contains the articles of formation for the LLC.
Filing Articles of Organization
There are a couple of ways to file
Address
Corporations Division 2
Martin Luther King Jr. Dr.
SE, Suite 313 West Tower
Atlanta, GA 30334
Online fee
$100
Online processing time
5 - 7 days
Mailing fee
$110
Mail processing time
2 weeks
Entity name
Every LLC should have a unique name in Georgia. Georgia maintains a list of names of entities in the state. Go through it to check if your chosen name is available.
Search for names
Go to the official website of the Georgia business search tool to see if the name you want is available.
Searching fee
Free
Reservation
You can reserve a name for your LLC for a specific duration by paying reservation fees to the Georgia corporations division. You will have to file your LLC formation documents within this period to keep the name. Alternatively, you can directly go ahead with the LLC formation without any reservation. That's fine too.
Reservation fee
$25
Reservation period
30 days
LLC naming guidelines
The name you choose for your LLC must the official naming guidelines.
O.C.G.A. §14-11-207
Visit
Here are some of the guidelines in simple language:
- 1
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".
- 2
Don’t include terms that indicate that you are doing an activity that you are not authorised to do.
- 3
Your name should be ‘distinguishable’ in the Secretary of State records. Adding a punctuation or ‘the’ does not make it distinguishable.
- 4
Don’t use words that makes it seems like you are a governmental entity or has an affiliation.
Operating agreement
Operating agreement is an internal business document that outlines the general rules and policies of the LLC.
Importance
It is not a legally mandatory document. However, it is recommended to have one since many courts, banks and financial institutions use it for verification. It is also nice to clearly outline the duties and relations between multiple members of an LLC—so you avoid any confusion in the future.
Format
There is no ‘required’ format for an operating agreement. You can include anything reasonable in it. In general, it has the following sections:
Basic Business information
Contains name, address, names and details of members, purpose
Member relationship
Contains membership interest, decision making process, powers, duties.
Membership transfer
Contains details on how to add or remove members and managers.
Accounting and tax
Contains details on how company records and distributions are maintained.
Dissolution
How to dissolve, wind up and terminate, due process to follow and exceptions.
Frequently asked questions
Business entities in Georgia
LLC is a flexible choice for small businesses in Georgia. However, in order to issue various classes of shares and have more investors, C-corporations are better suited than LLCs.
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