Legal Question in Business Law in Georgia

My partner is leaving our business, and I need to file an article of amendment in the state of Georgia. I have two questions: 1. Does my partner need to sign the Article of Amendment, since she is listed as an organizer in the original Operating Agreement, even though she will no longer be an organizer? 2. How exactly do I state the change of organizers in the Amendment section? I have received little clarification from the SoS office, and there aren't any sample amendments available online for Georgia. It seems that each state does this differently (form vs. a legal document created by the business/businesses' attorney).


Asked on 2/26/16, 6:44 am

1 Answer from Attorneys
Glenn M. Lyon, Esq. MacGREGOR LYON, LLC, Business Attorneys

You are a bit confused by the terminology and how to go about modifying ownership. You cannot change the organizer since the organization of the LLC has already taken place, but keep in mind that "organizer" does not mean "owner." Records of ownership are not generally kept with the Secretary of State unless you voluntarily include such information in the Articles of Organization, which would need to be amended, but not signed by your partner.

In order to modify ownership, you and your partner would sign a membership interest transfer agreement (or similarly titled document) that would set out the terms of her separation. Then, you would amend the Operating Agreement to reflect the change in ownership.

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Answered on 2/26/16, 7:56 am


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