reglab/housing_qa huggingface dataset:
GA Code § 14-11-903 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 9 - Merger|§ 14-11-903. Approval of Merger

  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 corporation or limited partnership party to a proposed merger shall have the plan of merger authorized and approved in accordance with the applicable chapter of this title.   A plan of merger complying with the requirements of Code Section 14-11-902 shall be approved by each foreign constituent business entity in accordance with the laws of the state or jurisdiction in which it was organized or formed.   After a merger is authorized, unless the plan of merger provides otherwise, and at any time before articles of merger (as provided for in Code Section 14-11-904) are filed by the Secretary of State, the planned merger may be abandoned (subject to any contractual rights) in accordance with the procedure set forth in the plan of merger or, if none is set forth, as follows:   By the unanimous consent of the members of each limited liability company that is a constituent entity, unless the articles of organization or a written operating agreement of any such limited liability company provides otherwise;   By each corporation and limited partnership that is a constituent entity in accordance with the applicable chapter of this title; and   By each foreign constituent business entity in accordance with the laws of the state or jurisdiction in which it was organized or formed.       (Code 1981, §14-11-903, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1995, p. 470, § 22.)
GA Code § 14-11-904 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 9 - Merger|§ 14-11-904. Articles of Merger

 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:    The name and jurisdiction of organization or formation of each constituent business entity that is merging and the name of the surviving limited liability company or other business entity into which each other constituent business entity is merging;   Any amendments to the articles of organization of the surviving limited liability company;   The effective date and time of the merger if later than the date and time the articles of merger are filed;   That the executed plan of merger is on file at the principal place of business of the surviving limited liability company or other business entity, stating the address thereof;   That a copy of the plan of merger will be furnished by the surviving limited liability company or other business entity, on request and without cost, to any member of any constituent entity;   A statement that the plan of merger has been duly authorized and approved by each constituent business entity in accordance with Code Section 14-11-903;   If the surviving entity is a foreign limited liability company, foreign limited partnership, or foreign corporation without a certificate of authority to transact business in this state, that the Secretary of State is appointed as agent of the surviving entity on whom process in this state in any action, suit, or proceeding for the enforcement of an obligation of each limited liability company constituent to the merger may be served and the address to which a copy of the process is to be mailed; and   Any other provisions relating to the merger that the constituent business entities determine to include therein.     (Code 1981, §14-11-904, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1994, p. 97, § 14.)
GA Code § 14-11-905 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 9 - Merger|§ 14-11-905. Effects of Merger

  If the surviving entity is a limited liability company, when a merger takes effect:   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;   The separate existence of each constituent business entity party to the plan of merger except the surviving limited liability company shall cease;   The title to all real estate and other property owned by each constituent business entity is vested in the surviving limited liability company without reversion or impairment;   The surviving limited liability company has all the liabilities of each constituent business entity;   A proceeding pending against any constituent business entity may be continued as if the merger did not occur or the surviving limited liability company may be substituted in the proceeding for the constituent business entity whose existence ceased;   Neither the rights of creditors nor any liens on the property of any constituent business entity shall be impaired by the merger;   The articles of organization of the surviving limited liability company shall be amended to the extent provided in the articles of merger; and   The interests or shares in each merging constituent business entity that are to be converted into interests of the surviving limited liability company, or into cash or other property under the terms of the plan of merger, or cancelled, are so converted or cancelled, and the former holders thereof are entitled only to the rights provided in the plan of merger or their rights otherwise provided by law.     If the surviving business entity is to be governed by the laws of any jurisdiction other than this state, the effects of merger shall be the same as provided in this Code section, except insofar as the laws of such other jurisdiction provide otherwise.   Nothing in this article shall abridge or impair any dissenters' or appraisal rights that may otherwise be available to the members or shareholders or other holders of an interest in any constituent business entity.   A foreign business entity authorized to transact business in this state that merges with and into a limited liability company pursuant to this chapter and is not the surviving entity in such merger need not obtain a certificate of withdrawal from the Secretary of State.     (Code 1981, §14-11-905, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1995, p. 470, § 23; Ga. L. 2009, p. 108, § 13/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 § 14-11-1001 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 10 - Dissenters' Rights|§ 14-11-1001. Definitions

 As used in this article, the term:    "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.   "Dissenter" means a member who is entitled to dissent from limited liability company action under Code Section 14-11-1002 and who exercises that right when and in the manner required by Code Sections 14-11-1003 through 14-11-1010.   "Fair value" with respect to a membership interest means the value of the membership interest immediately before the effectuation of the limited liability company action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of such action.   "Interest" means interest from the effective date of the limited liability company action until the date of payment, at a rate that is fair and equitable under all the circumstances.   "Limited liability company" means the limited liability company of which the dissenter is a member before the limited liability company action to which the dissenter objects or the surviving entity by merger of that limited liability company.   "Member" means the record member or the beneficial member.   "Membership interest" means a member's rights in the limited liability company, collectively, including the member's share of the profits and losses of the limited liability company, the right to receive distributions of the limited liability company's assets, and any right to vote or participate in management.   "Record member" means the person in whose name the membership interest is registered in the records of a limited liability company.     (Code 1981, §14-11-1001, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-1003 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 10 - Dissenters' Rights|§ 14-11-1003. Notice of Dissenters' Rights

  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 accompanied by a copy of this article.   If limited liability company action creating dissenters' rights under Code Section 14-11-1002 is taken without a vote of members, the limited liability company shall notify in writing all members entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in Code Section 14-11-1005.     (Code 1981, §14-11-1003, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-1004 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 10 - Dissenters' Rights|§ 14-11-1004. Notice of Intent to Demand Payment

  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:   Must deliver to the limited liability company before the vote is taken written notice of his or her intent to demand payment for his or her membership interest if the proposed action is effectuated; and   Must not vote his or her membership interest in favor of the proposed action.     A record member who does not satisfy the requirements of subsection (a) of this Code section is not entitled to payment for his or her membership interest under this article.     (Code 1981, §14-11-1004, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-1005 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 10 - Dissenters' Rights|§ 14-11-1005. Dissenters' Notice

  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 14-11-1004.   The dissenters' notice must be sent no later than ten days after the limited liability company action was taken and must:   State where the payment demand must be sent and where and when certificates for certificated membership interests must be deposited;   Inform holders of uncertificated membership interests to what extent transfer of the membership interests will be restricted after the payment demand is received;   Set a date by which the limited liability company must receive the payment demand, which date may not be fewer than 30 nor more than 60 days after the date the notice required in subsection (a) of this Code section is delivered; and   Be accompanied by a copy of this article.       (Code 1981, §14-11-1005, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-1006 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 10 - Dissenters' Rights|§ 14-11-1006. Duty to Demand Payment

  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.   A record member who demands payment and deposits his or her certificates under subsection (a) of this Code section retains all other rights of a member until these rights are canceled or modified by the taking of the proposed limited liability company action.   A record member who does not demand payment or deposit his or her membership interest certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for his or her membership interest under this article.     (Code 1981, §14-11-1006, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-1007 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 10 - Dissenters' Rights|§ 14-11-1007. Membership Interest Restrictions

  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.   The person for whom dissenters' rights are asserted as to uncertificated membership interests retains all other rights of a member until these rights are canceled or modified by the taking of the proposed limited liability company action.     (Code 1981, §14-11-1007, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-1008 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 10 - Dissenters' Rights|§ 14-11-1008. Offer of Payment

  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 14-11-1006 the amount the limited liability company estimates to be the fair value of his or her membership interest, plus accrued interest.   The offer of payment must be accompanied by:   The limited liability company's balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, a statement of changes in members' equity for that year, and the latest available interim financial statements, if any;   A statement of the limited liability company's estimate of the fair value of the membership interest;   An explanation of how the interest was calculated;   A statement of the dissenter's right to demand payment under Code Section 14-11-1010; and   A copy of this article.     If the member accepts the limited liability company's offer by written notice to the limited liability company within 30 days after the limited liability company's offer, payment for his or her membership interest shall be made within 60 days after the making of the offer or the taking of the proposed limited liability company action, whichever is later.     (Code 1981, §14-11-1008, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-1009 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 10 - Dissenters' Rights|§ 14-11-1009. Failure to Take Action

  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 restrictions imposed on uncertificated membership interests.   If, after returning deposited certificates and releasing transfer restrictions, the limited liability company takes the proposed action, it must send a new dissenters' notice under Code Section 14-11-1005 and repeat the payment demand procedure.     (Code 1981, §14-11-1009, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-1010 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 10 - Dissenters' Rights|§ 14-11-1010. Procedure if Member Dissatisfied With Payment or Offer

  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, if:   The dissenter believes that the amount offered under Code Section 14-11-1008 is less than the fair value of his or her membership interest or that the interest due is incorrectly calculated; or   The limited liability company, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated membership interests within 60 days after the date set for demanding payment.     A dissenter waives his or her right to demand payment under this Code section unless he or she notifies the limited liability company of his or her demand in writing under subsection (a) of this Code section within 30 days after the limited liability company offered payment for his or her membership interest, as provided in Code Section 14-11-1008.   If the limited liability company does not offer payment within the time set forth in subsection (a) of Code Section 14-11-1008:   The member may demand the information required under subsection (b) of Code Section 14-11-1008, and the limited liability company shall provide the information to the member within ten days after receipt of a written demand for the information; and   The member may at any time, subject to the limitations period of Code Section 14-11-1013, notify the limited liability company of his or her own estimate of the fair value of his membership interest and the 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.       (Code 1981, §14-11-1010, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-1011 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 10 - Dissenters' Rights|§ 14-11-1011. Court Action

  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 interest.If the limited liability company does not commence the proceeding within the 60 day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.   The limited liability company shall commence the proceeding, which shall be a nonjury equitable valuation proceeding, in the superior court of the county where a limited liability company's registered office is located.If the surviving entity is a foreign entity without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic entity merged with the foreign entity was located.   The limited liability company shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the proceeding, which shall have the effect of an action quasi in rem against their membership interests.The limited liability company shall serve a copy of the petition in the proceeding upon each dissenting member who is a resident of this state in the manner provided by law for the service of a summons and complaint and upon each nonresident dissenting member either by registered or certified mail or statutory overnight delivery and publication or in any other manner permitted by law.   The jurisdiction of the court in which the proceeding is commenced under subsection (b) of this Code section is plenary and exclusive.The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value.The appraisers have the powers described in the order appointing them or in any amendment to it.Except as otherwise provided in this chapter, Chapter 11 of Title 9, known as the "Georgia Civil Practice Act," applies to any proceeding with respect to dissenters' rights under this chapter.   Each dissenter made a party to the proceeding is entitled to judgment for the amount which the court finds to be the fair value of his or her membership interest, plus interest to the date of judgment.     (Code 1981, §14-11-1011, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2000, p. 1589, § 3.)   Editor's notes.   - Ga. L. 2000, p. 1589, § 16, not codified by the General Assembly, provides that the amendment to this Code section is applicable with respect to notices delivered on or after July 1, 2000.
GA Code § 14-11-1012 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 10 - Dissenters' Rights|§ 14-11-1012. Court Costs and Counsel Fees

  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 the respective parties. The court shall assess the costs against the limited liability company, except that the court may assess the costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under Code Section 14-11-1010.   The court may also assess the fees and expenses of attorneys and experts for the respective parties, in amounts the court finds equitable:   Against the limited liability company and in favor of any or all dissenters if the court finds the limited liability company did not substantially comply with the requirements of Code Sections 14-11-1103 through 14-11-1109; or   Against either the limited liability company or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this article.     If the court finds that the services of attorneys for any dissenter were of substantial benefit to other dissenters similarly situated and that the fees for those services should not be assessed against the limited liability company, the court may award to these attorneys reasonable fees to be paid out of the amounts awarded the dissenters who were benefited.     (Code 1981, §14-11-1012, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1994, p. 97, § 14; Ga. L. 1995, p. 10, § 14; Ga. L. 2003, p. 140, § 14.)
GA Code § 14-11-1013 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 10 - Dissenters' Rights|§ 14-11-1013. Limitation of Actions

 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 liability company in compliance with the provisions of Code Section 14-11-1003 and Code Section 14-11-1005.    (Code 1981, §14-11-1013, enacted by Ga. L. 1993, p. 123, § 1.)