Title 14 — Corporations, Partnerships, and Associations

(a) A limited partner shall have the same rights as a general partner to: (1) Have the partnership books kept at the principal place of business of the partnership and at all times to inspect and copy any of them; 1071 14-9A-42 CORPORATIONS & PARTNERSHIPS 14-9A-43 (2) Have on dem…

Where there are several limited partners, the members may agree that one or more of the limited partners shall have a priority over other limited partners as to the return of their contributions, as to their compensation by way of income, or as to any other matter. If such an agr…

A limited partner may receive from the partnership the share of the profits or the compensation by way of income stipulated in the certificate, provided that after such payment is made, whether from the property of the partnership or that of a general partner, the partnership ass…

(a) A limited partner shall not receive from a general partner or out of partnership property any part of his contribution until: (1) All liabilities of the partnership, except liabilities to general partners and to limited partners on account of their contributions, 1074 14-9A-4…

(a) A limited partner is liable to the partnership: (1) For the difference between his contribution as actually made and that stated in the certificate required under Code Section 14-9A-20 as having been made; and (2) For any unpaid contribution which he agreed in the certificate…

A limited partner’s interest in the partnership is personal property. (Ga. L. 1952, p. 375, § 18; Code 1981, § 14-9-49; Code 1981, § 14-9A-49, as redesignated by Ga. L. 1988, p. 1016, § 1.)

(a) A limited partnership formed under any statute of this state prior to the adoption of this article may become a limited partnership under this article by complying with Code Section 14-9A-20, provided the certificate sets forth: (1) The amount of the original contribution of …

(a) A limited partner’s interest is assignable. (b) A substituted limited partner is a person admitted to all the rights of a limited partner who has died or has assigned his interest in a partnership. (c) An assignee who does not become a substituted limited partner has no right…

(a) On the death of a limited partner, his executor or administrator shall have all the rights of a limited partner for the purpose of settling his estate and such power as the deceased had to constitute his assignee a substituted limited partner. (b) The estate of a deceased lim…

(a) On due application to a court of competent jurisdiction by any judgment creditor of a limited partner, the court may charge the interest of the indebted limited partner with payment of the unsatisfied amount of the judgment debt and may appoint a receiver and make all other o…

A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners, except that without the written consent or ratification of the specific act by all the limited partners, a general…

PART 6 DISSOLUTION 14-9A-90. 14-9A-91. Effect of retirement, death, or insanity of general partner. Settling of accounts. Article 2 LIMITED PARTNERS Limited Partnerships Formed Prior to February 15, 1952 Character of limited partner’s contribution. Limited partner not liable to c…

(a) In settling accounts after dissolution, the liabilities of the partnership shall be entitled to payment in the following order: (1) Those to creditors, in the order of priority as provided by law, except those to limited partners on account of their contributions and to gener…

This chapter shall be known and may be cited as ‘‘The Georgia Professional Association Act.’’ (Ga. L. 1961, p. 404, § 1; Ga. L. 2017, p. 774, § 14/HB 323.) The 2017 amendment, effective May 9, 2017, part of an Act to revise, modernize, and correct the Code, substituted ‘‘This cha…

(a) Stock-type and nonstock associations. A professional association organized pursuant to this chapter may issue stock or certificates evidencing ownership of an interest in the assets of the professional association to its members; the association may be a nonstock organization…

Reserved. Repealed by Ga. L. 1989, p. 1027, § 37, effective July 1, 1989. Editor’s notes. — This Code section was based on Ga. L. 1961, p. 404, § 13 and Ga. L. 1985, p. 619, § 1. 14-10-14. Limitation on sale or transfer of membership or shares. A member or shareholder of a profes…

In the event of dissolution of a stock-type professional association, the board of governors, as trustees of the property of such professional association, shall apply the assets first to the payment of debts of the association and, secondly, to the holders of the stock as provid…

Code Sections 9-2-24 and 9-2-25 are incorporated by reference and shall govern professional associations organized pursuant to this chapter in all respects as contained therein. (Ga. L. 1961, p. 404, § 17.)

As used in this chapter, the term: (1) ‘‘Professional association’’ means an unincorporated association, as distinguished from a partnership, organized under this chapter for the purpose of rendering one type of professional service. (2) ‘‘Professional service’’ means the persona…

(a) Articles of association. (1) Filing; contents. To form a professional association, such persons shall execute and file articles of association in the office of the clerk of the superior court in the county in which the association’s principal office is located. Articles of as…

(a) Board of governors; officers. A professional association organized pursuant to this chapter shall be governed by a board of governors elected by the members or shareholders and represented by officers elected by the board of governors so that centralization of management 1100…

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…