reglab/housing_qa huggingface dataset:
GA Code § 14-11-706 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 7 - Foreign Limited Liability Companies|§ 14-11-706. Amended Certificate Required for Change of Name or Jurisdiction of Organization; Foreign Limited Liability Company Converting to Foreign Limited Partnership or Foreign Corporation

  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 for procuring an original certificate of authority shall apply to procuring an amended certificate under this Code section.   If a foreign limited liability company authorized to transact business in this state converts into a foreign limited partnership:   The foreign limited liability company shall notify the Secretary of State that such conversion has occurred no later than 30 days after the conversion, using such form as the Secretary of State shall specify, which form may require such information and statements as may be required to be submitted by a foreign limited partnership that applies for a certificate of authority to transact business in this state; and   If such notice is timely given:   The authorization of such entity to transact business in this state shall continue without interruption; and   The certificate of authority issued to such foreign limited liability company under this article shall constitute a certificate of authority issued under Code Section 14-11-903 to the foreign limited partnership resulting from the conversion effective as of the date of the conversion.  The Secretary of State shall adjust its records accordingly.        If a foreign limited liability company authorized to transact business in this state converts into a foreign corporation:   The foreign limited liability company shall notify the Secretary of State that such conversion has occurred no later than 30 days after the conversion, using such form as the Secretary of State shall specify, which form may require such information and statements as may be required to be submitted by a foreign corporation that applies for a certificate of authority to transact business in this state; and   If such notice is timely given:   The authorization of such entity to transact business in this state shall continue without interruption; and   The certificate of authority issued to such foreign limited liability company under this article shall constitute a certificate of authority issued under Code Section 14-2-1501 to the foreign corporation resulting from the conversion effective as of the date of the conversion.  The Secretary of State shall adjust its records accordingly.          (Code 1981, §14-11-706, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2006, p. 825, § 25/SB 469.)
GA Code § 14-11-707 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 7 - Foreign Limited Liability Companies|§ 14-11-707. Certificate of Withdrawal; Application; Service After Withdrawal

  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.   A foreign limited liability company authorized to transact business in this state may apply for a certificate of withdrawal by delivering to the Secretary of State for filing an application that sets forth:   The name of the foreign limited liability company and the name of the jurisdiction under whose law it is organized;   That it is not transacting business in this state and that it surrenders its authority to transact business in this state;   That it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;   A mailing address to which a copy of any process served on the Secretary of State pursuant to paragraph (3) of this subsection may be mailed under subsection (c) of this Code section; and   A commitment to notify the Secretary of State in the future of any change in the mailing address provided pursuant to paragraph (4) of this subsection.     After the withdrawal of the foreign limited liability company is effective, service of process on the Secretary of State under this Code section is service on the foreign limited liability company.Any party that serves process on the Secretary of State in accordance with this subsection shall also mail a copy of the process to the foreign limited liability company at the mailing address provided pursuant to subsection (b) of this Code section.     (Code 1981, §14-11-707, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-708 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 7 - Foreign Limited Liability Companies|§ 14-11-708. Revocation of Certificate; Grounds

 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:    The foreign limited liability company does not deliver its annual registration to the Secretary of State within 60 days after it is due;   The foreign limited liability company does not pay within 60 days after they are due any fees, taxes, or penalties imposed by this chapter or other law;   The foreign limited liability company is without a registered agent or registered office in this state for 60 days or more;   The foreign limited liability company does not inform the Secretary of State under Code Section 14-11-703 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within 60 days of the change, resignation, or discontinuance;   A member, manager, other owner, or agent of the foreign limited liability company signed a document such person knew was false in a material respect with intent that the document be delivered to the Secretary of State for filing; or   The Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody of records in the jurisdiction under whose law the foreign limited liability company is organized stating that it has been dissolved, terminated, or disappeared as the result of a merger.     (Code 1981, §14-11-708, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-709 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 7 - Foreign Limited Liability Companies|§ 14-11-709. Revocation of Certificate; Notice to Company; Issuance and Effect of Certificate of Revocation; Service After Revocation

  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 copy of the notice, first-class mail, to the foreign limited liability company at the address of its principal place of business indicated in its most recently filed annual registration, or if no annual registration has been filed, in its application for a certificate of authority to transact business, or to its registered agent.   If the foreign limited liability company does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after the notice is provided to the foreign limited liability company, the Secretary of State may revoke the foreign limited liability company's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date.   The authority of a foreign limited liability company to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.   The Secretary of State's revocation of a foreign limited liability company's certificate of authority appoints the Secretary of State as the foreign limited liability company's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign limited liability company was authorized to transact business in this state. Service of process on the Secretary of State under this subsection is service on the foreign limited liability company. Any party that serves process on the Secretary of State shall also mail a copy of the process to the foreign limited liability company at the most recent address of its principal place of business listed on the records of the Secretary of State or to its registered agent. This subsection does not prescribe the only means, or necessarily the required means, of serving any process, notice, or demand required or permitted by law to be served on a foreign limited liability company.   Revocation of a foreign limited liability company's certificate of authority does not terminate the authority of the registered agent of the foreign limited liability company.     (Code 1981, §14-11-709, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-710 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 7 - Foreign Limited Liability Companies|§ 14-11-710. Appeal of Revocation of Certificate

  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 limited liability company appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State's certificate of revocation.   The court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate.   The court's final decision may be appealed as in other civil proceedings.     (Code 1981, §14-11-710, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-712 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 7 - Foreign Limited Liability Companies|§ 14-11-712. Action to Restrain Company in Violation of Chapter

 The Attorney General may maintain an action to restrain a foreign limited liability company from transacting business in this state in violation of this chapter.    (Code 1981, §14-11-712, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-801 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 8 - Derivative Actions|§ 14-11-801. Right of Member to Bring Derivative Action

 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:    Either management of the limited liability company is vested in a manager or managers who have the sole authority to cause the limited liability company to sue in its own right or management of the limited liability company is vested in the members but the plaintiff does not have the authority to cause the limited liability company to sue in its own right under the provisions of the articles of organization or a written operating agreement;   The plaintiff has made written demand on those managers or those members with such authority requesting that such managers or such members take suitable action;   Ninety days have expired from the date the demand was made unless the member has earlier been notified that the demand has been rejected by the limited liability company or unless irreparable injury to the limited liability company would result by waiting for the expiration of the 90 day period;   The plaintiff (A) is a member of the limited liability company at the time of bringing the action, and (B) was a member of the limited liability company at the time of the transaction of which he or she complains, or his or her status as a member of the limited liability company has devolved upon him or her by operation of law from a person who was a member at the time of the transaction; and   The plaintiff fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company.     (Code 1981, §14-11-801, enacted by Ga. L. 1993, p. 123, § 1.)   RESEARCH REFERENCES   ALR.   - Construction and application of limited liability company acts - issues relating to derivative actions and actions between members of limited liability company, 48 A.L.R.6th 1.
GA Code § 14-11-802 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 8 - Derivative Actions|§ 14-11-802. Complaint

 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 1981, §14-11-802, enacted by Ga. L. 1993, p. 123, § 1.)   RESEARCH REFERENCES   ALR.   - Construction and application of limited liability company acts - issues relating to derivative actions and actions between members of limited liability company, 48 A.L.R.6th 1.
GA Code § 14-11-803 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 8 - Derivative Actions|§ 14-11-803. Stay of Proceedings

 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.)   RESEARCH REFERENCES   ALR.   - Construction and application of limited liability company acts - issues relating to derivative actions and actions between members of limited liability company, 48 A.L.R.6th 1.
GA Code § 14-11-804 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 8 - Derivative Actions|§ 14-11-804. Discontinuance or Settlement

 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 interests of the limited liability company's members, the court shall direct that notice be given to the members affected.    (Code 1981, §14-11-804, enacted by Ga. L. 1993, p. 123, § 1.)   RESEARCH REFERENCES   ALR.   - Construction and application of limited liability company acts - issues relating to derivative actions and actions between members of limited liability company, 48 A.L.R.6th 1.
GA Code § 14-11-805 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 8 - Derivative Actions|§ 14-11-805. Dismissal

  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 its conclusions are based that the maintenance of the derivative suit is not in the best interests of the limited liability company.The limited liability company shall have the burden of proving the independence and good faith of the group making the determination and the reasonableness of the investigation.   The determination in subsection (a) of this Code section shall be made by:   A majority vote of the independent managers or members present at a meeting of managers or members, as the case may be, if the independent managers or members constitute a quorum;   A majority vote of a committee consisting of two or more independent managers or members appointed by a majority of independent managers or members present at a meeting of managers or members, as the case may be, whether or not such independent managers or members constitute a quorum; or   A panel of one or more independent persons appointed by the court upon motion of the limited liability company.     None of the following shall by itself cause a manager or member to be considered not independent for purposes of subsection (b) of this Code section:   The nomination or election of the manager or member by managers or members who are not independent;   The naming of the manager or member as a defendant in the derivative proceeding; or   The fact that the manager or member approved the action being challenged in the derivative proceeding so long as the manager or member did not receive a personal benefit as a result of the action.       (Code 1981, §14-11-805, enacted by Ga. L. 1993, p. 123, § 1.)   RESEARCH REFERENCES   ALR.   - Construction and application of limited liability company acts - issues relating to derivative actions and actions between members of limited liability company, 48 A.L.R.6th 1.
GA Code § 14-11-806 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 8 - Derivative Actions|§ 14-11-806. Expenses

  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 shall direct him or her to remit to the limited liability company the remainder of those proceeds received by him or her.   In any derivative action instituted on or after March 1, 1994, in the right of any domestic or foreign limited liability company by a member or members thereof, the court having jurisdiction, upon termination of such action and a finding that the action was commenced or maintained without reasonable cause or for an improper purpose, may order the plaintiff or plaintiffs to pay to the parties named as defendants the reasonable expenses, including reasonable attorneys' fees, incurred by them in the defense of such action.     (Code 1981, §14-11-806, enacted by Ga. L. 1993, p. 123, § 1.)   RESEARCH REFERENCES   ALR.   - Construction and application of limited liability company acts - issues relating to derivative actions and actions between members of limited liability company, 48 A.L.R.6th 1.
GA Code § 14-11-807 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 8 - Derivative Actions|§ 14-11-807. Applicability to Foreign Limited Liability Companies

 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 paragraph (b) of Code Section 14-11-806.    (Code 1981, §14-11-807, enacted by Ga. L. 1993, p. 123, § 1.)   RESEARCH REFERENCES   ALR.   - Construction and application of limited liability company acts - issues relating to derivative actions and actions between members of limited liability company, 48 A.L.R.6th 1.
GA Code § 14-11-901 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 9 - Merger|§ 14-11-901. Merger

  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 business entities with such limited liability company or other business entity as the agreement shall provide being the surviving limited liability company or other business entity.   In the case of a merger involving a foreign limited liability company, foreign limited partnership, or foreign corporation, the merger may take place if:   The merger is permitted by the law of the state or jurisdiction under whose laws each foreign constituent entity is organized or formed and each foreign constituent entity complies with that law in effecting the merger;   The foreign constituent entity complies with Code Section 14-11-904 if it is the surviving entity of the merger; and   Each limited liability company complies with the applicable provisions of this Code section, Code Sections 14-11-902 and 14-11-903, and, if it is the surviving entity, with Code Section 14-11-904.       (Code 1981, §14-11-901, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1994, p. 97, § 14; Ga. L. 1995, p. 470, § 21; Ga. L. 2009, p. 108, § 12/HB 308.)   Law reviews.   - For article, "The Georgia LLC Act Comes of Age," see 16 (No. 1) Ga. St. B. J. 20 (2010).   RESEARCH REFERENCES   ALR.   - Mergers, Acquisitions, and Reorganizations of Limited Liability Companies (LLCs) into other LLCs or other Business Entities, 44 A.L.R.7th Art. 2.   Claims Arising from Use of Diacetyl in Popcorn Manufacturing, 44 A.L.R.7th Art. 3.
GA Code § 14-11-902 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 9 - Merger|§ 14-11-902. Plan of Merger

  Each constituent business entity shall adopt a written plan of merger, which shall be approved in accordance with Code Section 14-11-903.   The plan of merger must set forth:   The name of each limited liability company and each other business entity that is a constituent entity planning to merge and the name of the surviving business entity into which each other constituent entity proposes to merge;   The terms and conditions of the merger; and   The manner and basis of converting the interests of the members of each limited liability company and the shares or other interests in each other business entity that is a constituent entity in the merger into interests, shares, obligations, or other securities, as the case may be, of the surviving or any other business entity or, in whole or in part, into cash or other property.     The plan of merger may set forth:   Amendments to the articles of organization of a limited liability company that is the surviving entity in the merger; and   Other provisions relating to the merger.       (Code 1981, §14-11-902, enacted by Ga. L. 1993, p. 123, § 1.)   RESEARCH REFERENCES   ALR.   - Mergers, Acquisitions, and Reorganizations of Limited Liability Companies (LLCs) into other LLCs or other Business Entities, 44 A.L.R.7th Art. 2.   Claims Arising from Use of Diacetyl in Popcorn Manufacturing, 44 A.L.R.7th Art. 3.