Title 14 — Corporations, Partnerships, and Associations

This chapter shall be known and may be cited as the ‘‘Georgia Limited Liability Company Act.’’ (Code 1981, § 14-11-100, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2017, p. 774, § 14/HB 323.) The 2017 amendment, effective May 9, 2017, part of an Act to revise, modernize, and corr…

As used in this article, the term: (1) ‘‘Beneficial member’’ means the person who is a beneficial owner of the membership interest held in a voting trust or by a nominee as the record member. (2) ‘‘Dissenter’’ means a member who is entitled to dissent from limited liability compa…

(a) Unless otherwise provided by the articles of organization or a written operating agreement, a record member of the limited liability company is entitled to dissent from, and obtain payment of the fair value of his or her membership interest in the event of, any of the followi…

(a) If proposed limited liability company action creating dissenters’ rights under Code Section 14-11-1002 is submitted to a vote at a members’ meeting, the meeting notice must state that members are or may be entitled to assert dissenters’ rights under this article and be accomp…

(a) If proposed limited liability company action creating dissenters’ rights under Code Section 14-11-1002 is submitted to a vote at a members’ meeting, a record member who wishes to assert dissenters’ rights: (1) Must deliver to the limited liability company before the vote is t…

(a) If proposed limited liability company action creating dissenters’ rights under Code Section 14-11-1002 is authorized at a members’ meeting, the limited liability company shall deliver a written dissenters’ notice to all members who satisfied the requirements of Code Section 1…

(a) A record member sent a dissenters’ notice described in Code Section 14-11-1005 must demand payment and deposit his or her 1194 14-11-1008 certificates for certificated membership interests in accordance with the terms of the notice. (b) A record member who demands payment and…

(a) The limited liability company may restrict the transfer of uncertificated membership interests from the date the demand for their payment is received until the proposed limited liability company action is taken or the restrictions are released under Code Section 14-11-1009. (…

(a) Except as provided in Code Section 14-11-1010, within ten days of the later of the date the proposed limited liability company action is taken or receipt of a payment demand, the limited liability company shall offer to pay each dissenter who complied with Code Section 14-11-…

(a) If the limited liability company does not take the proposed action within 60 days after the date set for demanding payment and depositing membership interest certificates, the limited liability company shall return the deposited certificates and release the transfer restricti…

As used in this chapter, unless the context otherwise requires, the term: (1) ‘‘Articles of organization’’ means the articles filed under Code Section 14-11-203 and such articles as amended or restated. (2) ‘‘Business entity’’ means a limited liability company, a foreign limited …

(a) If a demand for payment under Code Section 14-11-1010 remains unsettled, the limited liability company shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the membership interest and accrued inter…

(a) The court in an appraisal proceeding commenced under Code Section 14-11-1011 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, but not including fees and expenses of attorneys and experts for …

No action by any dissenter to enforce dissenters’ rights shall be brought more than three years after the limited liability company action was taken, regardless of whether notice of the limited liability company action and of the right of dissent was given by the limited liabilit…

A certificate attached to a copy of a document or electronic transmission filed by the Secretary of State, bearing his or her signature, which may be in facsimile, and the printed or embossed seal of this state, or its electronic equivalent, is prima-facie evidence that the origi…

(a) The Secretary of State shall collect the following fees when the documents described below are delivered to the Secretary of State for filing pursuant to this chapter: Document Fee (1) Articles of organization .....................................$ 100.00 (2) Articles of amen…

(a) If each person required by Code Section 14-11-205 to execute any document fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the superior court of the county where the registered office of the limited liability company…

(a) Each limited liability company and each foreign limited liability company authorized to transact business in this state shall deliver to the Secretary of State for filing an annual registration that sets forth: 1200 14-11-1103.1 (1) The name of the limited liability company o…

Notwithstanding any other law to the contrary, the Secretary of State may provide for the annual registration required under this chapter to be valid for a period up to and including three years. The Secretary of State is authorized to adopt the necessary rules and regulations to…

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 …

The Secretary of State shall have the power and authority reasonably necessary to enable him or her to administer this chapter efficiently and to perform the duties imposed upon him or her pursuant to this chapter, including, without limitation, the power and authority to employ …

The Secretary of State may promulgate such rules and regulations, not inconsistent with the provisions of this chapter, as are incidental to and necessary for the implementation and enforcement of such provisions of this chapter as are administered by the Secretary of State. Such…

(a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. 1202 14-11-1107 (b) It is the policy of this state with respect to limited liability companies to give maximum effect to the principle of freedom of …

(a) A limited liability company’s registered agent is the limited liability company’s agent for service of process, notice, or demand required or permitted by law to be served on the limited liability company. If a limited liability company has no registered agent or the agent ca…

Laws governing chapter; limited liability companies. Service of process; venue. Effective date; repealer. COMMENT NOTE AS TO DRAFTING COMMITTEE The Georgia Limited Liability Company Act was drafted by the Georgia Limited Liability Company Committee, an ad hoc committee of lawyers…

(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 limit…

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.) 14-11-203. Formation.

(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 14-11-1101. If the Secretary of State finds that the limited liability 1119 14-11-208 CORPORATIONS & PARTNERSHIPS 14-11-209 company name app…

(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 1…

(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: 1131 14-11-305 CORPORATIONS & PARTNERSHIPS 14-11-305 (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 a…

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…