Title 14 — Corporations, Partnerships, and Associations
0 chapters · 716 sections in this title.
O.C.G.A. § 14-11-205 Execution of documents
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(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…
O.C.G.A. § 14-11-206 Filing by the Secretary of State
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(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…
O.C.G.A. § 14-11-207 Name
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(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…
O.C.G.A. § 14-11-208 Reservation of name; transfer of reserved name
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(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…
O.C.G.A. § 14-11-209 Registered office and registered agent
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(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…
O.C.G.A. § 14-11-210 Amendment of articles of organization; restatement
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(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 …
O.C.G.A. § 14-11-211 Correcting filed document
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(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 …
O.C.G.A. § 14-11-212 Conversion to limited liability company
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(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…
O.C.G.A. § 14-11-301 Agency of members and managers
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(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…
O.C.G.A. § 14-11-302 Limitations on authority to convey real property
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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…
O.C.G.A. § 14-11-303 Liability to third parties
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(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…
O.C.G.A. § 14-11-304 Management
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(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…
O.C.G.A. § 14-11-305 Duties
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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…
O.C.G.A. § 14-11-306 Indemnification
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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 …
O.C.G.A. § 14-11-307 Conflicting interest transactions
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(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…
O.C.G.A. § 14-11-308 Approval rights of members and managers
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(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…
O.C.G.A. § 14-11-309 Action without meeting
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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…
O.C.G.A. § 14-11-310 Meetings
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(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 …
O.C.G.A. § 14-11-311 Notice
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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…
O.C.G.A. § 14-11-312 Waiver of notice
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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…
O.C.G.A. § 14-11-313 Records and information
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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…
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…