Title 14

(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…

(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…

(a) A foreign limited liability company authorized to transact business in this state must procure an amended certificate of authority from the Secretary of State if it changes its name or its jurisdiction of organization. The requirements of Code Sections 14-11-702 and 14-11-704…

(a) A foreign limited liability company authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State. (b) A foreign limited liability company authorized to transact business in this state m…

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…

(a) If the Secretary of State determines that one or more grounds exist under Code Section 14-11-708 for revocation of a certificate of authority, the Secretary of State shall provide the foreign limited liability company with written notice of such determination by mailing a cop…

(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…

(a) A foreign limited liability company transacting business in this state may not maintain an action, suit, or proceeding in a court of this state until it is authorized to transact business in this state. (b) The failure of a foreign limited liability company to procure a certi…

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…

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.)

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…

(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 …

(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 …

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…

(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…

(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…

(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…

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…

(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…

(a) A limited liability company may elect to become a foreign limited liability company, a foreign limited partnership, or a foreign corporation, if such a conversion is permitted by the law of the state or jurisdiction under whose law the resulting entity would be formed. (b) To…

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 certificates for certificated membership interests in accordance with the terms of the notice. (b) A record member who demands payment and deposits his or…

(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…

(a) A dissenter may notify the limited liability company in writing of his or her own estimate of the fair value of his membership interest and amount of interest due, and demand payment of his or her estimate of the fair value of his or her membership interest and interest due, …

(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) 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: (1) The name of the limited liability company or the foreign limi…

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. (b) It is the policy of this state with respect to limited liability companies to give maximum effect to the principle of freedom of contract and to …

(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…

Requirement for certificate of authority; application; activities not considered transacting business in this state. Registered office and registered agent; requirement and qualifications; change of office or agent; resignation of agent; service on Secretary of State; venue. Issu…