Title 14 — Corporations, Partnerships, and Associations
0 chapters · 716 sections in this title.
O.C.G.A. § 14-11-314 Professional relationships
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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 disregard…
O.C.G.A. § 14-11-401 Contributions to capital
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A contribution to the capital of a limited liability company may be in cash, tangible or intangible property, services rendered, or a promissory note or other obligation to contribute cash or tangible or intangible property, or to perform services. (Code 1981, § 14-11-401, enacte…
O.C.G.A. § 14-11-402 Liability for contribution
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(a) Notwithstanding any other provision of law regarding unwritten contracts, including but not limited to Code Section 13-5-31, a promise to make a contribution to the capital of a limited liability company is not enforceable unless it is set out in the articles of organization …
O.C.G.A. § 14-11-403 Allocation of profits and losses
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The profits and losses, and each item thereof, of a limited liability company shall be allocated among the members in the manner provided in the articles of organization or in a written operating agreement. If the articles of organization or a written operating agreement does not…
O.C.G.A. § 14-11-404 Distributions
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A member shall be entitled to receive distributions from a limited liability company before the dissolution and winding up of the limited liability company only to the extent, and at the times or upon the happening of the events, specified in the articles of organization or a wri…
O.C.G.A. § 14-11-405 Distributions upon event of dissociation
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(a) Effective for limited liability companies formed prior to July 1, 1999, except as otherwise provided in the articles of organization or a written operating agreement, and subject to Code Section 14-11-407, a member with respect to which an event of dissociation occurs (other …
O.C.G.A. § 14-11-406 Distributions in kind
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Except as provided in the articles of organization or a written operating agreement: (1) A member, regardless of the nature of the member’s contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash; and (2) No m…
O.C.G.A. § 14-11-407 Restrictions on making distributions
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(a) No distribution to a member, to an assignee, or with respect to the interest of a member as to which an event of dissociation has occurred may be made if, after giving effect to the distribution: (1) The limited liability company would not be able to pay its debts as they bec…
O.C.G.A. § 14-11-408 Liability upon wrongful distribution
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(a) A member or manager who votes for or expressly consents to a distribution that is made in violation of Code Section 14-11-407 is personally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violati…
O.C.G.A. § 14-11-409 Right to distribution
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At the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a 1148 14-11-502 creditor of the limited liability company with respect to the distribution. (Code 1981, § 14-11-409, enacted by Ga. L. 199…
O.C.G.A. § 14-11-501 Nature of limited liability company interest
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(a) A limited liability company interest is personal property. A member has no interest in specific limited liability company property. (b) An operating agreement or the articles of organization may provide that a limited liability company interest may be evidenced by a certifica…
O.C.G.A. § 14-11-502 Assignment of limited liability company interest
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Except as otherwise provided in the articles of organization or a written operating agreement: (1) A limited liability company interest is assignable in whole or in part; (2) An assignment entitles the assignee to share in the profits and losses and to receive the distributions t…
O.C.G.A. § 14-11-503 Rights of assignee to become member
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Except as otherwise provided in the articles of organization or a written operating agreement: (1) An assignee of a limited liability company interest may become a member only if the other members unanimously consent; (2) An assignee who has become a member has, to the extent ass…
O.C.G.A. § 14-11-504 Rights of judgment creditor
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(a) On application to a court of competent jurisdiction by any judgment creditor of a member or of any assignee of a member, the court may charge the limited liability company interest of the member or such assignee with payment of the unsatisfied amount of the judgment with inte…
O.C.G.A. § 14-11-505 Admission of members
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(a) In connection with the formation of a limited liability company, a person is admitted as a member of the limited liability company upon the later to occur of: (1) The formation of the limited liability company; or (2) The time provided in and upon compliance with the articles…
O.C.G.A. § 14-11-506 Powers of estate of a deceased or incompetent member
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Except as otherwise provided in the articles of organization or a written operating agreement, if a member who is an individual dies or a court of competent jurisdiction adjudges him or her to be incompetent to manage his or her person or his or her property, the member’s executo…
O.C.G.A. § 14-11-601 Events of dissociation
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(a) This Code section is effective for limited liability companies formed prior to July 1, 1999. (b) A person ceases to be a member of a limited liability company upon the occurrence of any of the following events: (1) The member withdraws by voluntary act from the limited liabil…
O.C.G.A. § 14-11-601.1 Events resulting in cessation of membership
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(a) This Code section is effective for limited liability companies formed on or after July 1, 1999. (b) A person ceases to be a member of a limited liability company upon the occurrence of any of the following events: (1) The member ceases to be a member of the limited liability …
O.C.G.A. § 14-11-602 Dissolution
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(a) Effective for limited liability companies formed prior to July 1, 1999, a limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following: (1) At the time specified in the articles of organization or a written operating agreem…
O.C.G.A. § 14-11-604 Winding up
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(a) Except as otherwise provided in the articles of organization or a written operating agreement, upon dissolution, the members or managers in whom management of the limited liability company was vested prior to dissolution may wind up a dissolved limited liability company’s aff…
O.C.G.A. § 14-11-605 Distribution of assets
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(a) In connection with its winding up, a limited liability company shall (1) discharge, make provision to discharge, or dispose of pursuant to Code Sections 14-11-607 and 14-11-608, its liabilities, and (2) subject to any applicable provisions in the articles of organization or a…
O.C.G.A. § 14-11-606 Statement of commencement of winding up
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14-11-607. Known claims against dis- 1107 T.14, C.11 CORPORATIONS & PARTNERSHIPS Sec. T.14, C.11 Article 8 14-11-608. 14-11-609. 14-11-610. 14-11-611. solved limited liability company. Unknown claims against dissolved limited liability company. Manner of publication of request fo…
O.C.G.A. § 14-11-607 Known claims against dissolved limited liability company
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(a) A dissolved limited liability company that has filed a statement of commencement of winding up may dispose of the known claims against it by following the procedures described in this Code section. (b) The dissolved limited liability company may notify its known claimants in …
O.C.G.A. § 14-11-609 Manner of publication of request for claims
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A limited liability company seeking to publish a request for claims described in Code Section 14-11-608 shall mail or deliver to the publisher of a newspaper that is the official organ of the county where the registered office of the limited liability company is located, or that …
O.C.G.A. § 14-11-610 Certificate of termination
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A dissolved limited liability company may deliver to the Secretary of State for filing a certificate of termination when the statements required to be included therein can be truthfully made. Such a certificate of termination shall set forth: (1) The name of the limited liability…
O.C.G.A. § 14-11-611 Execution of deeds or other instruments by signing
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Deeds or other instruments requiring execution after the filing of a certificate of termination by a dissolved limited liability company may be signed by any person who had authority to wind up the dissolved limited liability company under the provisions of subsection (a) of Code…
O.C.G.A. § 14-11-701 Law applicable to foreign limited liability companies
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(a) The laws of the jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its managers, members, and other owners, regardless of 1168 14-11-702 whether the foreign limited liability company proc…
O.C.G.A. § 14-11-704 Issuance of certificate of authority
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(a) If the Secretary of State finds that an application for a certificate of authority conforms to the filing requirements of this chapter and all requisite fees and any penalty due pursuant to Code Section 14-11-711 have been paid, he or she shall: (1) Stamp or otherwise endorse…
O.C.G.A. § 14-11-705 Name
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(a) A foreign limited liability company may apply for a certificate of authority with the Secretary of State under any name, whether or not it is the name under which it is registered in its jurisdiction of organization; provided, however, that such name: (1) Must contain the wor…
O.C.G.A. § 14-11-708 Revocation of certificate; grounds
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The Secretary of State may commence a proceeding under Code Section 14-11-709 to revoke the certificate of authority of a foreign limited liability company authorized to transact business in this state if: (1) The foreign limited liability company does not deliver its annual regi…
O.C.G.A. § 14-11-710 Appeal of revocation of certificate
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(a) A foreign limited liability company may appeal the Secretary of State’s revocation of its certificate of authority to the Superior Court of Fulton County within 30 days after service of the certificate of revocation is perfected under Code Section 14-11-709. The foreign limit…
O.C.G.A. § 14-11-712 Action to restrain company in violation of chapter
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The Attorney General may maintain an action to restrain a foreign limited liability company from transacting business in this state in 1180 14-11-801 violation of this chapter. (Code 1981, § 14-11-712, enacted by Ga. L. 1993, p. 123, § 1.) ARTICLE 8 DERIVATIVE ACTIONS 14-11-801. …
O.C.G.A. § 14-11-801 Right of member to bring derivative action
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A member may commence a derivative action in the right of the limited liability company to recover a judgment in its favor if all of the following conditions are met: (1) Either management of the limited liability company is vested in a manager or managers who have the sole autho…
O.C.G.A. § 14-11-802 Complaint
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In a derivative action, the complaint must set forth with particularity the effort of the plaintiff to secure commencement of the action by the managers or the members who would otherwise have the authority to cause the limited liability company to sue in its own right. (Code 198…
O.C.G.A. § 14-11-803 Stay of proceedings
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If the limited liability company commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative action for such period as the court deems appropriate. (Code 1981, § 14-11-803, enacted by Ga. L. 1993, p. 123, § 1.)
O.C.G.A. § 14-11-804 Discontinuance or settlement
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Except as otherwise provided by the articles of organization or written operating agreement, a derivative action may not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the int…
O.C.G.A. § 14-11-805 Dismissal
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(a) The court may dismiss a derivative proceeding if, on motion by the limited liability company, the court finds that one of the groups specified in subsection (b) of this Code section has made a determination in good faith after conducting a reasonable investigation upon which …
O.C.G.A. § 14-11-806 Expenses
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(a) If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorneys’ fees, and …
O.C.G.A. § 14-11-807 Applicability to foreign limited liability companies
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In any derivative action in the right of a foreign limited liability company, the matters covered by this article shall be governed by the laws of the jurisdiction of organization of the foreign limited liability company except for Code Sections 14-11-803 and 14-11-804 and paragr…
O.C.G.A. § 14-11-901 Merger
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(a) Pursuant to a written agreement, which, unless otherwise provided therein, will constitute the plan of merger required by Code Section 14-11-902 if it contains the provisions required by that Code section, a limited liability company may merge with or into one or more busines…
O.C.G.A. § 14-11-902 Plan of merger
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(a) Each constituent business entity shall adopt a written plan of merger, which shall be approved in accordance with Code Section 14-11-903. (b) The plan of merger must set forth: (1) The name of each limited liability company and each other business entity that is a constituent…
O.C.G.A. § 14-11-903 Approval of merger
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(a) A limited liability company party to a proposed merger shall have the plan of merger authorized and approved by the unanimous consent of the members, unless the articles of organization or a written operating agreement of such limited liability company provides otherwise. A c…
O.C.G.A. § 14-11-904 Articles of merger
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After a plan of merger is approved as provided in Code Section 14-11-903, the surviving limited liability company or other business entity shall deliver to the Secretary of State for filing articles of merger setting forth: (1) The name and jurisdiction of organization or formati…
O.C.G.A. § 14-11-905 Effects of merger
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(a) If the surviving entity is a limited liability company, when a merger takes effect: (1) Every other constituent business entity party to the merger merges into the limited liability company designated in the plan of merger as the surviving entity; (2) The separate existence o…
O.C.G.A. § 14-11-906 Merger
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Plan of merger. Approval of merger. Articles of merger. Effects of merger. Election by a limited liability company to become a foreign limited liability company, a foreign limited partnership, or a foreign corporation; certificate of authority; requirements. Article 10 Dissenters…