How Do I Add a Member to My Georgia LLC?
To add a member to your Georgia LLC, review your operating agreement first—it controls admission procedures under O.C.G.A. § 14-11-301. If your agreement requires member consent, obtain it in writing. Then file an Amended Articles of Organization with the Georgia Secretary of State ($110 filing fee) if your governing documents require public disclosure. Update your operating agreement to reflect the new member's capital contribution, profit share, and voting rights. No state filing is mandatory if your operating agreement permits admission without amendment.
Check Your Operating Agreement
Your operating agreement governs how new members are admitted. Review it for required approvals, voting thresholds, and conditions. If you lack a written agreement, Georgia's LLC Act defaults apply under O.C.G.A. Title 14, Chapter 11—existing members typically have authority to admit new members unless your Articles restrict this.
Obtain Member Consent
If your operating agreement requires member approval, document consent in writing. Georgia law does not mandate unanimous consent; your agreement may specify majority vote or manager approval. Retain written consent records to prevent future disputes.
Amend Your Operating Agreement
Update your operating agreement to include the new member's name, capital contribution amount, profit/loss allocation percentage, and voting rights. Have all required parties sign the amendment. This is a private document—no state filing required.
File an Amendment (If Required)
File an Amended Articles of Organization with the Georgia Secretary of State only if your governing documents require it or if you want public disclosure of the membership change. Include your LLC's legal name, original filing date, the new member's name and Georgia address, and an authorized signature. Standard processing is $110 (7 business days); expedited options available ($120 for 2 days, $275 for same-day).
Update Internal Records
Maintain updated membership records showing each member's name, address, capital contribution, and ownership percentage. Issue a membership certificate or written acknowledgment to the new member. These records protect your LLC's liability protection under Georgia law.
Next Steps
- Review your operating agreement and Articles of Organization
- Obtain required member consent (if applicable)
- Draft a membership agreement with the new member
- Amend your operating agreement
- File an Amended Articles of Organization if required
- Update LLC records and issue membership documentation
This is general information, not legal advice. Consult a Georgia business attorney for your specific situation.