Title 14

Each limited liability company formed in this state shall have the same powers as any person has to do all things necessary to carry out its purpose, business, and affairs. (Code 1981, § 14-11-202, enacted by Ga. L. 1993, p. 123, § 1.)

(a) One or more persons may act as the organizer or organizers of a limited liability company by delivering articles of organization to the Secretary of State for filing and supplying to the Secretary of State, in such form as the Secretary of State may require, the following inf…

(a) The articles of organization shall set forth the name of the limited liability company, which name must satisfy the requirements of Code Section 14-11-207. (b) The articles of organization may set forth: (1) That management of the limited liability company is vested in one or…

(a) Unless otherwise specified in any other Code section of this chapter, any document required or permitted by this chapter to be delivered to the Secretary of State for filing shall be executed: (1) By any member; (2) By any manager if management of the limited liability compan…

(a) A signed original and one exact or conformed copy of any document required or permitted to be filed pursuant to this chapter shall be delivered to the Secretary of State; provided, however, that if the document is electronically transmitted, the electronic version of such per…

(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…

(a) A person may apply to reserve a name for the purpose of forming a limited liability company by paying the fee specified in Code Section

(a) Each limited liability company shall continuously maintain in this state: (1) A registered office which may, but need not, be a place of its business in this state; and (2) A registered agent for service of process on the limited liability company. The address of the business…

(a) A limited liability company amending its articles of organization shall deliver to the Secretary of State for filing articles of amendment setting forth: (1) The name of the limited liability company; (2) The date the articles of organization were filed; (3) The amendment to …

(a) A limited liability company or foreign limited liability company may correct a document filed by the Secretary of State if the document: (1) Contains an incorrect statement; or (2) Was defectively executed. (b) A document is corrected: (1) By preparing articles of correction …

(a) A corporation, foreign corporation, foreign limited liability company, limited partnership, foreign limited partnership, general partnership, or foreign general partnership may elect to become a limited liability company. Such election shall require (1) compliance with Code S…

(a) Except as provided in subsection (b) of this Code section, every member is an agent of the limited liability company for the purpose of its business and affairs, and the act of any member, including, but not limited to, the execution in the name of the limited liability compa…

Limitations on the authority of any or all members or managers that are set forth in a limited liability company’s articles of organization shall be conclusively presumed in favor of the limited liability company and against a grantee of the limited liability company, or a person…

(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 d…

(a) Unless the articles of organization or a written operating agreement vests management of the limited liability company in a manager or managers, management of the business and affairs of the limited liability company shall be vested in the members, and, subject to any provisi…

In managing the business or affairs of a limited liability company: (1) A member or manager shall act in a manner he or she believes in good faith to be in the best interests of the limited liability company and with the care an ordinarily prudent person in a like position would …

Subject to such standards and restrictions, if any, as are set forth in the articles of organization or a written operating agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against …

(a) The provisions of this Code section shall apply to a limited liability company unless its articles of organization or a written operating agreement provides that they shall not apply. If the provisions of this Code section apply to a limited liability company, its articles of…

(a) Except as otherwise provided in this chapter or in the articles of organization or a written operating agreement, and subject to subsection (b) of this Code section: (1) If management of the limited liability company is vested in the members, each member shall have one vote w…

Except as otherwise provided in the articles of organization or a written operating agreement: (1) Action required or permitted by this chapter to be taken by members or managers may be taken without a meeting if the action is taken by all the members or managers entitled to vote…

(a) Except as otherwise provided in the articles of organization or a written operating agreement, if the limited liability company has more than one manager: (1) Meetings of managers may be called by any manager; (2) At least two days’ notice of any meeting of managers shall be …

Except as otherwise provided in the articles of organization or a written operating agreement: (1) Notice shall be in writing unless oral notice is reasonable under the circumstances; (2) Notice may be communicated in person; by telephone, electronic transmission, or other form o…

Except as otherwise provided in the articles of organization or a written operating agreement: (1) A member or manager may waive any notice required by this chapter, the articles of organization, or an operating agreement before or after the date and time stated in the notice. Th…

Except as otherwise provided in the articles of organization or a written operating agreement: (1) Each limited liability company shall keep at its principal office the following: (A) A current list of the name and last known address of each member and manager; (B) Copies of reco…

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…

McClelland (In re McClelland), No. 09-9030-WLH, 2011 Bankr. LEXIS 2224 (Bankr. N.D. Ga. June 8, 2011). Aiding and abetting in breach of duty. — After plaintiff limited liability company (LLC1), who sold its interest in another limited liability company (LLC2) to the other members…

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…

(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 …

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…

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…

(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 …

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…

(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…

(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…

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 creditor of the limited liability company with respect to the distribution. (Code 1981, § 14-11-409, enacted by Ga. L. 1993, p. 123, § 1.…

(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…

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…

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…

(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…

(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…

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…

(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…

(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 …

(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…

(a) On application by or for a member, the court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or a written operating agreement. A certified copy of any such…

(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…