Title 14 — Corporations, Partnerships, and Associations
0 chapters · 716 sections in this title.
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…