O.C.G.A.
O.C.G.A.

O.C.G.A. § 14-11-203 (2019)

Formation

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)
Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.
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(a) One or more persons may act as the organizer or organizers of a limited liability company by delivering articles of organization to the Secretary of State for filing and supplying to the Secretary of State, in such form as the Secretary of State may require, the following information:

(1) The name and address of each organizer;

(2) The street address and county of the limited liability company’s initial registered office and the name of its initial registered agent at that office; and

(3) The mailing address of the limited liability company’s principal place of business.

CORPORATIONS & PARTNERSHIPS

(b) An organizer need not be a member of the limited liability company at the time of formation or thereafter.

(c) A limited liability company is formed when the articles of organization become effective pursuant to Code Section 14-11-206.

(d) The Secretary of State’s filing of the articles of organization is conclusive proof that the organizers satisfied all conditions precedent to formation, except in a proceeding by the state to cancel or revoke the formation.

(e) During any period when a limited liability company has any members it may have one or more members.

History

(Code 1981, § 14-11-203, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2009, p. 108, § 2/HB 308.)

Annotations

Law reviews. - For note, ‘‘Divorcing the Husband and Wife Business: An Anal-

ysis and Critique of I.R.C. § 761(f ),’’ see 25 Ga. St. U. L. Rev. 1231 (2009).

JUDICIAL DECISIONS Sole managing member’s personal liability. - In a action seeking to hold a sole managing member of an LLC personally liable for a debt of an LLC, insufficient evidence was presented that the manager executed a note individually guarantying payment for the services provided by a payroll servicer, as: (1) conclusive proof was presented that the LLC had

met all conditions of formation at the time the contract was entered into; and (2) the agreement was specifically entered into between the servicer and the LLC, and the manager’s signature appeared nowhere on the agreement. Milk v. Total Pay & HR Solutions, Inc., 280 Ga. App. 449, 634 S.E.2d 208 (2006).

RESEARCH REFERENCES ALR. - Construction and application of limited liability company acts - issues relating to formation of limited liability

company and addition or disassociation of members thereto, 43 ALR6th 611.

Notes of Decisions
Cited in 4 cases (1 in the last 5 years), 2006–2025 · leading case: Milk v. Total Pay & HR Solutions, Inc., 634 S.E.2d 208 (Ga. Ct. App. 2006).
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Milk v. Total Pay & HR Solutions, Inc., 634 S.E.2d 208 (Ga. Ct. App. 2006). · cites it 6× “In turn, the June 2003 Client Services Agreement specifying the payroll services to be provided by Total Pay states that “[t]his Agreement is made by and between Total Pay .”
Earls v. Aneke Et Al., 829 S.E.2d 661 (Ga. Ct. App. 2019). · cites it 4× “See OCGA § 14-11-203 (a) ("One or more persons may act as the organizer or organizers of a limited liability company by delivering articles of organization to the Secretary of State for filing .”
Anthony Earls v. Princewill Aneke (Ga. Ct. App. 2019). · cites it 4× “See OCGA § 14-11-203 (a) (“One or more persons may act as the organizer or organizers of a limited liability company by delivering articles of organization to the Secretary of State for filing .”
Pb Brands LLC v. Patel Sister LLC (M.D. Ga. 2025). · cites it 2× “While “[a]n organizer need not be a member of the limited liability company at the time of formation or thereafter,” O.C.G.A. § 14-11-203(b), the Court finds based on the Patels’ undisputed status as organizers, combined with their failure to contest that they are members of…”
— 14-11-203(b) — 1 case
Pb Brands LLC v. Patel Sister LLC (M.D. Ga. 2025). “While “[a]n organizer need not be a member of the limited liability company at the time of formation or thereafter,” O.C.G.A. § 14-11-203(b), the Court finds based on the Patels’ undisputed status as organizers, combined with their failure to contest that they are members of…”
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