Fill and Sign the Georgia Formation

Prepared by U.S. Legal Forms, Inc. Copyright - U.S. Legal Forms, Inc. PROFESSIONAL LIMITED LIABILITY COMPANY STATE OF GEORGIA Control Number: GA-00PLLC The contents of this package are as follows: 1. Statutory Reference 2. Introduction & Law Summary 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Sample Ledger and Certificate 9. Disclaimer PROFESSIONAL LIMITED LIABILITY COMPANY For State-Licensed Professionals FORMATION PACKAGE – GEORGIA Electronic Version Statutory Reference Georgia Code §14-11-100, et seq – Georgia Limited Liability Company Act Georgia Code §14-10-1, et seq – Georgia Professional Association Act http://www.legis.state.ga.us/cgi-bin/gl_codes_detail.pl?code=14-11-100 The link above is in .pdf format and you will need the free Adobe Acrobat Reader to view it. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Introduction & Law Summary A Georgia LLC is clearly allowed to render professional services, as indicated in §14-11-314 and §14-11-1107(f). However the LLC Act does not go into specifics regarding mandatory licensure of LLC members, etc., in the same way as specifics are covered in the GA Professional Corporation Act or the GA Professional Association Act. However, §14-11-201(a) states: “…If the purpose for which a limited liability company is formed makes it subject to a special provision of law, the limited liability company shall also comply with that provision,” indicating that specific rules governing the rendering of professional services through business entities must be followed. Furthermore, §14-11-1107(f) states: “The laws of this state relating to establishment and regulation of professional services are amended and superseded to the extent such laws are inconsistent as to form of organization with the provisions of this chapter and are deemed amended to permit the provision of professional services within this state by limited liability companies.” We therefore deem it prudent to combine and incorporate the limiting provisions of the Professional Association Act into the formation of an LLC for the purpose of rendering professional services. The selections from statutes below touch on those limiting provisions, which are incorporated into the Sample Operating Agreement attached below. SELECTIONS FROM STATUTES What follows are selections from selected statutes of the GA Limited Liability Company Act and the GA Professional Association Act (the “Acts”). We provide these selections to you for your convenience, as we feel they may be of interest and instructional value to you as you use this package. Please note that not all statutes from the Acts are listed here, and of those that are listed, some parts of some statutes are omitted, as indicated. Refer to the above link to view the Acts in their entirety on-line. FROM THE LIMITED LIABILITY COMPANY ACT 14-11-201 - Purpose (a) A limited liability company may be formed under this chapter for any lawful purpose. If the purpose for which a limited liability company is formed makes it subject to a special provision of law, the limited liability company shall also comply with that provision. (b) A limited liability company formed under this chapter has, unless a more limited purpose is set forth in the articles of organization or a written operating agreement, the purpose of engaging in any lawful activity. 14-11-207 - Name (a) The name of each limited liability company shall be as set forth in its articles of organization and: (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) Must be distinguishable on the records of the Secretary of State … (3) Shall not in any instance exceed 80 characters, including spaces and punctuation. … 14-11-303 - Liability to third parties (a) A person who is a member, manager, agent, or employee of a limited liability company is not liable, solely by reason of being a member, manager, agent, or employee of the limited liability company, under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the limited liability company, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, manager, agent, or employee of the limited liability company, whether arising in contract, tort, or otherwise. Notwithstanding the provisions of this subsection, a member, manager, or employee may be personally liable for tax liabilities arising from the operation of the limited liability company as provided in Code Section 48-2-52. (b) Notwithstanding the provisions of subsection (a) of this Code section, under a written operating agreement or under another written agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations, and liabilities of the limited liability company. 14-11-314 - Professional relationships This chapter does not alter any law applicable to the relationship between a person rendering professional services and a person receiving those services, including liability arising out of those professional services. This chapter does not alter any law with respect to disregarding legal entities. The failure of a limited liability company to observe formalities relating to the exercise of its powers or the management of its business and affairs is not a ground for imposing personal liability on a member, manager, agent, or employee of the limited liability company for liabilities of the limited liability company. 14-11-1104 - Taxation Each limited liability company and foreign limited liability company shall be classified as a partnership for Georgia income tax purposes unless classified otherwise for federal income tax purposes, in which case the limited liability company or foreign limited liability company shall be classified for Georgia income tax purposes in the same manner as it is classified for federal income tax purposes. FROM THE PROFESSIONAL ASSOCIATION ACT These rules also apply to LLC’s rendering professional services. 14-10-2 - Definitions … (2) "Professional service" means the personal services rendered by attorneys at law and any type of professional service which may be legally performed only pursuant to a license from a board pursuant to Title 43, for example, the personal services rendered by certified public accountants, chiropractors, dentists, osteopaths, physicians and surgeons, and podiatrists (chiropodists). 14-10-3 - Persons entitled to form association; purpose; limitation to one type of professional service Any two or more persons [editor’s note: an LLC may be formed by one or more persons] duly licensed to practice a profession under the laws of this state may form a professional association, as distinguished from a partnership and a corporation, by associating themselves for the purpose of carrying on a profession and dividing the gains therefrom upon compliance with the terms of this chapter. No professional association organized pursuant to this chapter shall render professional service in more than one type of professional service. 14-10-6 - Professional services to be rendered only by licensed officers, employees, and agents; "employee" defined. A professional association may render professional service only through officers, employees, and agents who are themselves duly licensed or otherwise legally authorized to render professional service within this state. The term "employee" as used in this Code section does not include clerks, bookkeepers, technicians, nurses, or other individuals who are not usually and ordinarily considered by custom and practice to be rendering professional services for which a license or other legal authorization is required in connection with the profession practiced by a particular professional association; nor does the term "employee" include any other person who performs all his employment under the direct supervision and control of an officer, agent, or employee who is himself rendering professional service to the public on behalf of the professional association; but no person shall, under the guise of employment, practice a profession unless duly licensed to practice that profession under the laws of this state. 14-10-7 - Relationship between person rendering and person receiving professional service; liability of members for debts of or claims against association (a) This chapter does not modify any law applicable to the relationship between a person furnishing and a person receiving professional service, including liability arising out of such professional service and including the confidential relationship between the person rendering and the person receiving such professional service, if any. All confidential relationships enjoyed under the laws of this state prior to April 5, 1961, or enacted thereafter shall remain inviolate. (b) Subject to subsection (a) of this Code section, the members or shareholders of any professional association organized pursuant to this chapter shall not be individually liable for the debts of, or claims against, the professional association unless such member or shareholder has personally participated in the transaction for which the debt or claim is made or out of which it arises. 14-10-11 - Severance of connection with association required upon legal disqualification of member to render professional service; effect of failure to comply If any member, shareholder, agent, or employee of a professional association becomes legally disqualified to render a professional service within this state or accepts employment or is elected to a public office which, pursuant to existing law, is a restriction or limitation upon the rendering of professional service, he shall sever all employment with, or financial interest in, such professional association forthwith. A professional association's failure to comply or require compliance with this requirement shall be a ground for the forfeiture of its right to render professional service as a professional association pursuant to this chapter. When a professional association's failure to comply with this requirement is brought to the attention of the Secretary of State, the Secretary of State shall certify that fact to the Attorney General for appropriate action to dissolve the professional association. 14-10-14 - Limitation on sale or transfer of membership or shares A member or shareholder of a professional association may sell or transfer his membership or shares in such professional association only to another individual who is duly licensed or otherwise legally authorized to render the same professional services as those for which the association was organized. * * * Forms List The following forms are available for download with this package.  GA-PLLC: Articles of Organization & Franchise Tax Form  GA-LLC-TS: Transmittal Information Sheet for LLC & PLLC  GA-PLLC-TL: Sample Transmittal Letter  GA-PLLC-1: Sample Operating Agreement  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  GA-PLLC-NR: Sample Notices & Resolutions Instructions on using the forms are either included with the forms and/or found in the Steps to form PLLC section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to form PLLC Step 1: A name should be reserved prior to filing. The reservation may be made at the Georgia Secretary of State’s Corporations Division web site, https://corp.sos.state.ga.us/business/namereservation . A reservation number that remains in effect for 90 days will be provided to you. The number should be placed on the Transmittal Form 231 which is filed with the Articles of Organization. You may also reserve a name by calling the Customer Service Group at (404) 656-2817. The name of a limited liability company MUST contain the words "limited liability company" or "limited company" (it is acceptable to abbreviate the word "limited" as "ltd." and the word "company" as "co.") or the abbreviation "L.L.C.", "LLC", "L.C." or "LC". The name of a limited liability company MUST be distinguishable on the records of the Secretary of State from the name of any corporation, limited liability company, or limited partnership. You may skip this step and go to step 2, but if the limited liability company name you have selected is not available, the Articles of Organization will be returned to you. Step 2: Once you have reserved the limited liability company name, or if you have chosen to proceed without reserving a name, you are ready to complete the Articles of Organization. See FORM: GA-PLLC ARTICLES OF ORGANIZATION Instructions to complete the Limited Liability Company Articles of Organization:  This form should be typed or printed clearly in black ink.  Articles must be submitted on white 8½x11 paper.  The articles of organization may be signed by any member of the limited liability company, any manager if management is vested in one or more managers, or by an organizer if the entity has been formed but it has NO members or managers. The filing attorney may also sign the articles of organization.  The signer should indicate in what capacity he or she is signing.  The original and one copy of the articles of organization must be sent to the Secretary of State.  A certificate of organization will be mailed to the applicant within five business days.  The fee for filing Articles of Organization is $100.00. Checks should be made payable to "Secretary of State."  Articles of organization are effective on the date received by the Corporations Division unless a post-effective date is specified therein. SPECIAL NOTE: Each limited liability company must file an annual registration with the Secretary of State. The fee is $30.00. The initial registration is due between January 1 and April 1 of the year following the calendar year in which the limited liability company was formed. Registration forms will be mailed each January to the principal office address of each active limited liability company. If you do not receive the form by early February, call the Secretary of State Corporation Division office. PRIOR TO FILING THE ARTICLES OF ORGANIZATION FORMING A LIMITED LIABILITY COMPANY WHOSE PURPOSE IS TO ENGAGE IN THE PRACTICE OF A LICENSED PROFESSION, YOU SHOULD CONFIRM WITH THE GEORGIA STATE BOARD/GOVERNING AGENCY WITH JURISDICTION OVER YOUR PROFESSION THAT YOU ARE IN FULL COMPLIANCE WITH ALL OF ITS RULES AND REGULATIONS. Step 3: See FORM: GA-LLC-TS TRANSMITTAL FORM 231 (TRANSMITTAL INFORMATION, GEORGIA LIMITED LIABILITY COMPANY)  The form is self-explanatory.  Mail the original and one copy of the Articles of Organization, the Transmittal Form 231, and the $100 filing fee (payable to Secretary of State), to the Secretary of State. Secretary of State Corporations Division 315 West Tower, #2 Martin Luther King, Jr. Drive Atlanta, Georgia 30334-1530 (404) 656-2817 A cover letter to send with the Articles of Organization and Transmittal Form 231 is included in this packet. See FORM: GA-PLLC-TL SAMPLE TRANSMITTAL LETTER Step 4: Complete an Operating Agreement. See FORM: GA-PLLC-1 SAMPLE OPERATING AGREEMENT Step 5: Apply for a Federal Tax Identification Number. This is done with form US-IRS- SS-4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 FEDERAL TAX ID APPLICATION AND INSTRUCIONS Step 6: Open a bank account and conduct business. Ongoing: Sample Notices and Resolutions are provided for your convenience. See FORM: GA-PLLC-NR SAMPLE NOTICES & RESOLUTIONS O THER IMPORTANT INFORMATION FOR GEORGIA LIMITED LIABILITY COMPANIES : A. An Employee Identification Number will be needed. It is obtained from the Internal Revenue Service. Call 1-800-829-3676 or visit the IRS web site, http://www.irs.ustreas.gov . B. The Georgia Department of Revenue should be contacted regarding compliance with state tax laws. Income and net worth tax information may be obtained by calling (404) 656-4191. Sales and withholding tax information may be obtained by calling (404) 651-8651 or at the DOR’s web site, http://www2.state.ga.us/Departments/DOR . C. Many limited liability companies will be required to obtain workers’ compensation Insurance. Workers’ compensation information may be obtained by calling 1-800-533-0682 or (404) 656-3818. D. Many limited liability companies will be subject to unemployment tax requirements of the "Georgia Employment Security Law." Information may be obtained from the Georgia Department of Labor at (404) 656-5590 or http://www.dol.state.ga.us . * * * Accessories U. S. Legal Forms, Inc. offers the following LLC accessories: LLC Seal: If you would like to order a LLC seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your company name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed LLC Membership Certificates: Preview Order for your state * * * SAMPLE OWNERSHIP LEDGER and SIMPLE MEMBERSHIP CERTIFICATE Ownership Ledger Name and Residence Address of PLLC Member Date of Transfer % Ownership Amount Paid Subsequen t Transfer Membership Certifcate No. ____ LIMITED LIABILITY COMPANY- STATE OF GEORGIA Percentage: ___ This Certifcate certifes that ____________________________ is a true and lawful owner of ____ percent ownership of ___________________________, a Georgia Limited Liability Company. Such ownership interest is only transferable in accordance with the Operating Agreement between the Members. Transfer of ownership to persons not licensed in the practiced profession is prohibited by law. This certifcate is issued by the Limited Liability Company by its duly authorized ofcers on this the ____ day of _________, 20___. __________________ _________________ Manager Manager (if more than one) Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. OR ITS AGENTS OR OFFICERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF U.S. LEGAL FORMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located here: http://www.uslegalforms.com/disclaimer.htm . To view, click on the link, or copy it into the address window of your web browser. If you cannot view the information contained at the link above, or do not agree to the terms therein, you may not use the package materials. Return the package for a full refund. * * * ~ Thank you for using USLF ~