reglab/housing_qa huggingface dataset:
GA Code § 14-11-502 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 5 - Limited Liability Company Interests; Admission of Members|§ 14-11-502. Assignment of Limited Liability Company Interest

 Except as otherwise provided in the articles of organization or a written operating agreement:    A limited liability company interest is assignable in whole or in part;   An assignment entitles the assignee to share in the profits and losses and to receive the distributions to which the assignor was entitled, to the extent assigned;   An assignment of a limited liability company interest does not of itself dissolve the limited liability company or entitle the assignee to participate in the management and affairs of the limited liability company or to become or exercise any rights of a member until admitted as a member pursuant to Code Section 14-11-505;   Until the assignee of a limited liability company interest becomes a member, the assignor continues to be a member with respect to the assigned limited liability company interest, subject to the other members' right to remove the assignor pursuant to subparagraph (b)(3)(B) of Code Section 14-11-601 or subparagraph (b)(2)(B) of Code Section 14-11-601.1;   Until the assignee of a limited liability company interest becomes a member, the assignee shall have no liability as a member solely as a result of the assignment;   A member who assigns his or her entire limited liability company interest ceases to be a member or to have the power to exercise any rights of a member when all of the assignees of his or her entire limited liability company interest become members with respect to the assigned limited liability company interest, subject to the other members' right to remove the assignor earlier pursuant to subparagraph (b)(3)(B) of Code Section 14-11-601 or subparagraph (b)(2)(B) of Code Section 14-11-601.1; and   The pledge of, or granting of a security interest, lien, or other encumbrance in or against, any or all of the limited liability company interest of a member is not an assignment and shall not cause the member to cease to be a member or to cease to have the power to exercise any rights or powers of a member.     (Code 1981, §14-11-502, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2002, p. 1235, § 4.)   Law reviews.   - For article, "The Georgia LLC Act Comes of Age," see 16 (No. 1) Ga. St. B. J. 20 (2010).   JUDICIAL DECISIONS   Interest obtained by transferee.    - Although a bank took only an "economic interest" in a limited liability company by a non-unanimous transfer from a member, it was an interest upon which the bank was entitled to foreclose. Hopson v. Bank of N. Ga., 258 Ga. App. 360, 574 S.E.2d 411 (2002).    Cited in Gaslowitz v. Stabilis Fund I, LP, 331 Ga. App. 152, 770 S.E.2d 245 (2015).   RESEARCH REFERENCES   ALR.   - Construction and application of limited liability company acts - issues relating to formation of limited liability company and addition or disassociation of members thereto, 43 A.L.R.6th 611.
GA Code § 14-11-503 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 5 - Limited Liability Company Interests; Admission of Members|§ 14-11-503. Rights of Assignee to Become Member

 Except as otherwise provided in the articles of organization or a written operating agreement:    An assignee of a limited liability company interest may become a member only if the other members unanimously consent;   An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, any operating agreement, and this chapter;   An assignee who becomes a member is liable for the obligations to make contributions that are enforceable against his or her assignor under Code Section 14-11-402, but he or she is not liable for:   The obligations of his or her assignor under Code Section 14-11-408; or   Other obligations of his or her assignor (including obligations to make contributions) of which the assignee had no knowledge at the time he or she became a member and which could not be ascertained from the articles of organization or a written operating agreement; and     Whether or not an assignee of a limited liability company interest becomes a member, the assignor is not released from his or her liability to the limited liability company under Code Section 14-11-402 or Code Section 14-11-408.     (Code 1981, §14-11-503, enacted by Ga. L. 1993, p. 123, § 1.)   RESEARCH REFERENCES   ALR.   - Construction and application of limited liability company acts - issues relating to formation of limited liability company and addition or disassociation of members thereto, 43 A.L.R.6th 611.
GA Code § 14-11-506 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 5 - Limited Liability Company Interests; Admission of Members|§ 14-11-506. Powers of Estate of a Deceased or Incompetent Member

 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 executor, administrator, guardian, conservator, or other legal representative has all of the rights of an assignee of all of the member's limited liability company interest. Except as otherwise provided in the articles of organization or a written operating agreement, if the last member of a limited liability company 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 executor, administrator, guardian, conservator, or other legal representative shall become a member of the limited liability company, unless such executor, administrator, guardian, conservator, or other legal representative elects not to become a member by written notice given to the limited liability company within 90 days of such death or adjudication (or within such other period as is provided for in a written operating agreement).    (Code 1981, §14-11-506, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2009, p. 108, § 9/HB 308.)   Law reviews.   - For annual survey on business associations, see 61 Mercer L. Rev. 45 (2009). For article, "2015 Georgia Corporation and Business Organization Case Law Developments," see 21 Ga. St. B. J. 30 (Apr. 2016).   JUDICIAL DECISIONS   Failure to dissolve business.    - Probate court order removing an executor for cause was affirmed because the executor violated their fiduciary duty in numerous ways by failing to dissolve the estate business, using estate property and funds for their own benefit and to pay personal bills, overpaid executor's fees, and had a conflict of interest by continuing to operate the business despite the estate losing money but personally benefitting by using the business property rent-free. Myers v. Myers, 297 Ga. 490, 775 S.E.2d 145 (2015).
GA Code § 14-11-604 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 6 - Events of Dissociation, Withdrawal, and Dissolution|§ 14-11-604. Winding Up

  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 affairs, or, if there are no such members or managers at the time of or at any time after such dissolution, such persons as may be designated by the persons then entitled to receive a majority of all subsequent distributions, if any, from the limited liability company may wind up the limited liability company's affairs. For cause shown, the court may wind up a dissolved limited liability company's affairs on application of any member as to which an event of dissociation has not occurred, any such member's legal representative, or any such member's assignee, or if there is no such member, legal representative, or assignee, on application of any assignee of an interest in the limited liability company.   Except so far as may be appropriate to wind up the limited liability company's affairs or to complete transactions begun but not then finished, dissolution terminates all authority of every person to act for the limited liability company; provided, however, that, prior to the filing of a statement of commencement of winding up, the limited liability company shall be bound to any person who lacks knowledge of the dissolution with respect to any transaction which would bind the limited liability company if dissolution had not taken place.     (Code 1981, §14-11-604, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1999, p. 822, § 5.)   RESEARCH REFERENCES   ALR.   - Construction and application of limited liability company acts - issues relating to dissolution and winding up of affairs of limited liability company, 49 A.L.R.6th 1.
GA Code § 14-11-605 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 6 - Events of Dissociation, Withdrawal, and Dissolution|§ 14-11-605. Distribution of Assets

  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 written operating agreement, distribute its remaining assets to its members.   To the extent a dissolved limited liability company does not discharge, make provision to discharge, or dispose of pursuant to Code Sections 14-11-607 and 14-11-608 a claim against it, such claim may be enforced:   Against the limited liability company, to the extent of its undistributed assets; or   Against each member receiving a distribution in winding up, to the extent of the assets so distributed to such member; provided that a member's total liability for all such claims shall not exceed the total amount of assets so distributed to him or her.  As respects any such claims, the limited liability company and its members shall have rights of contribution among themselves so as to produce, insofar as practicable, the effects that would have been produced had such claim been discharged by the limited liability company prior to any distribution to members.        (Code 1981, §14-11-605, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-606 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 6 - Events of Dissociation, Withdrawal, and Dissolution|§ 14-11-606. Statement of Commencement of Winding Up

 Upon dissolution, a statement of commencement of winding up may be delivered for filing to the Secretary of State by any person authorized to wind up the limited liability company's affairs.Such statement shall set forth:    The name of the limited liability company;   The fact that the limited liability company has dissolved and commenced its winding up activities; and   Any other provision, not inconsistent with law, that the persons charged with winding up the limited liability company's affairs elect to include.     (Code 1981, §14-11-606, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-607 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 6 - Events of Dissociation, Withdrawal, and Dissolution|§ 14-11-607. Known Claims Against Dissolved Limited Liability Company

  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.   The dissolved limited liability company may notify its known claimants in writing of the winding up proceedings at any time after the filing of the statement of commencement of winding up.The written notice must:   Describe information that the limited liability company determines must be included in a claim;   Provide a mailing address where a claim may be sent;   State the deadline, which may not be less than six months from the date of mailing of the written notice, by which the dissolved limited liability company must receive the claim;   State that the claim will be barred if not received by the deadline; and   State that the limited liability company will give notice of acceptance or rejection of all claims that are received in timely fashion within six months after the deadline for receipt of claims.     A claim against a dissolved limited liability company is barred:   If a claimant who was given written notice under subsection (b) of this Code section does not deliver the claim to the dissolved limited liability company by the deadline; or   If a claimant whose claim was rejected by the dissolved limited liability company does not commence a proceeding to enforce the claim within one year from the date of mailing of the rejection notice.     For purposes of this Code section, the term "claim" does not include a contingent liability or a claim based on an event occurring after the filing of the statement of commencement of winding up.     (Code 1981, §14-11-607, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-608 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 6 - Events of Dissociation, Withdrawal, and Dissolution|§ 14-11-608. Unknown Claims Against Dissolved Limited Liability Company

  A dissolved limited liability company that has filed a statement of commencement of winding up may publish, in the manner prescribed by Code Section 14-11-609, a request that persons with claims against the limited liability company present them in accordance with subsection (b) of this Code section.   The request must:   Describe the information that the limited liability company determines must be included in a claim and provide a mailing address where the claim may be sent; and   State that, except for claims that are contingent at the time of the filing of the statement of commencement of winding up or that arise after the filing of the statement of commencement of winding up, a claim against the limited liability company not otherwise barred will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the request.     If a dissolved limited liability company that has filed a statement of commencement of winding up publishes a request described in subsection (b) of this Code section, all claims not otherwise barred will be barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within two years after the date of the publication of the request, except:   Claims that are contingent at the time of the filing of the statement of commencement of winding up; and   Claims that arise after the filing of the statement of commencement of winding up.     If a dissolved limited liability company publishes a request described in subsection (b) of this Code section, a claim not otherwise barred of a claimant whose claim is contingent at the time of the filing of the statement of commencement of winding up or based on an event occurring after the filing of the statement of commencement of winding up is barred against the limited liability company, its members, and managers unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within two years after the date of filing of a certificate of termination or five years after the date of the second publication of the request in accordance with subsection (b) of this Code section, whichever is later.     (Code 1981, §14-11-608, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-609 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 6 - Events of Dissociation, Withdrawal, and Dissolution|§ 14-11-609. Manner of Publication of Request for Claims

 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 is a newspaper of general circulation published within such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation, a request to publish the request for claims.The request for publication of the request for claims shall be accompanied by a check, draft, or money order in the amount of $40.00 in payment of the cost of publication. The notice shall be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper.    (Code 1981, §14-11-609, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-610 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 6 - Events of Dissociation, Withdrawal, and Dissolution|§ 14-11-610. Certificate of Termination

 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:    The name of the limited liability company;   That all known debts, liabilities, and obligations of the limited liability company have been paid, discharged, or barred or that adequate provision has been made therefor; and   That there are no actions pending against the limited liability company in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree that may be entered against it in any pending action.     (Code 1981, §14-11-610, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1999, p. 405, § 35; Ga. L. 2009, p. 108, § 11/HB 308.)   Law reviews.   - For article, "The Georgia LLC Act Comes of Age," see 16 (No. 1) Ga. St. B. J. 20 (2010).
GA Code § 14-11-611 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 6 - Events of Dissociation, Withdrawal, and Dissolution|§ 14-11-611. Execution of Deeds or Other Instruments by Signing

 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 Section 14-11-604.    (Code 1981, §14-11-611, enacted by Ga. L. 1994, p. 161, § 7.)
GA Code § 14-11-701 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 7 - Foreign Limited Liability Companies|§ 14-11-701. Law Applicable to Foreign Limited Liability Companies

  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 whether the foreign limited liability company procured or should have procured a certificate of authority under this chapter.   A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the laws of the jurisdiction under which such company is organized and the laws of this state.     (Code 1981, §14-11-701, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-704 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 7 - Foreign Limited Liability Companies|§ 14-11-704. Issuance of Certificate of Authority

  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:   Stamp or otherwise endorse his or her official title and the date and time of receipt on the application;   File the application in his or her office; and   Issue a certificate of authority to transact business in this state.     The certificate of authority must be returned to the person who filed the application or such person's representative.   If the certificate of authority is issued by the Secretary of State, a foreign limited liability company shall be deemed authorized to transact business in this state from the time of filing its application for the certificate of authority.     (Code 1981, §14-11-704, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-705 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 7 - Foreign Limited Liability Companies|§ 14-11-705. Name

  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:   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 "co.") or the abbreviations "L.L.C.," "LLC," "L.C." or "LC"; and   Must be distinguishable on the records of the Secretary of State from the name of any corporation, limited liability company, or limited partnership; any foreign corporation, foreign limited liability company, or foreign limited partnership having a certificate of authority to transact business in this state; any nonprofit corporation, professional corporation, or professional association, domestic or foreign, on file with the Secretary of State pursuant to this title; or any name reserved or registered under this title.     Whenever a foreign limited liability company is unable to procure a certificate of authority to transact business in this state because its name does not comply with paragraph (2) of subsection (a) of this Code section, it may nonetheless apply for authority to transact business in this state by adding in parentheses to its name in such application a word, abbreviation, or other distinctive and distinguishing element such as the name of the jurisdiction where it is organized. If in the judgment of the Secretary of State the name of the foreign limited liability company with such addition would comply with subsection (a) of this Code section, subsection (a) of this Code section shall not be a bar to the issuance to such foreign limited liability company of a certificate of authority to transact business in this state. In such case, any such certificate issued to such foreign limited liability company shall be issued in its name with such additions, and the foreign limited liability company shall use such name with such additions in all its dealings with the Secretary of State.     (Code 1981, §14-11-705, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2003, p. 140, § 14.)