What Is the Statute of Limitations for LLC Debts in Georgia?
Georgia does not have a statute of limitations specific to LLC debts. Instead, debt claims against an LLC are governed by Georgia's general statutes of limitations based on debt type. Written contracts have a six-year limitation period under O.C.G.A. § 15-3-4. Oral contracts have four years under O.C.G.A. § 15-3-2. Open accounts have four years under O.C.G.A. § 11-4-4. The LLC's business structure does not change these deadlines.
How Debt Type Determines Your Timeline
Written Contracts and Promissory Notes
Debts evidenced by written contracts or promissory notes must be collected within six years. This includes loan agreements, supply contracts, and commercial notes. After six years, the creditor loses the right to sue in Georgia courts.
Oral Contracts
Verbal payment arrangements have a four-year statute of limitations. The creditor must file suit within four years or forfeit the legal right to collect through court action.
Open Accounts
Open accounts and goods sold on credit have a four-year limitation period under O.C.G.A. § 11-4-4.
When the Clock Starts
The statute of limitations begins running when the creditor's cause of action accrues—typically when the debt becomes due or when a breach occurs. For installment debts, the limitation period may restart with each payment. Once the deadline passes, the debt becomes time-barred and unenforceable in court.
LLC-Specific Considerations
Georgia's LLC Act (O.C.G.A. Title 14, Chapter 11) does not modify these general statutes of limitations. Members have standard charging order protection, meaning creditors of individual members generally cannot seize LLC assets directly. However, this protection does not affect the statute of limitations for debts owed by the LLC itself.
Your LLC's operating agreement cannot extend a statute of limitations beyond what state law allows. It may address debt obligations and dispute resolution procedures, but it cannot override Georgia's statutory deadlines.
What You Should Do
If you are a creditor, file suit before the applicable deadline expires. If you are an LLC member or manager facing a claim, verify the debt type and origination date to determine whether the statute of limitations has run. Raise this as an affirmative defense if the claim is time-barred.
Consult a Georgia business attorney to evaluate your specific situation under O.C.G.A. Title 14, Chapter 11.
This is general information, not legal advice.