reglab/housing_qa huggingface dataset:
GA Code § 14-9A-124 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9A - Limited Partnerships|Article 2 - Limited Partnerships Formed Prior to February 15, 1952|§ 14-9A-124. Repayment of Contribution of Special Partner Prohibited; Payment of Interest and Profits to Special Partner

  No part of the sum which any special partner shall have contributed to the capital stock shall be withdrawn by him or paid or transferred to him in the shape of dividends, profits, or otherwise at any time during the continuance of the partnership, but any partner may annually receive lawful interest on the sum so contributed by him, if the payment of such interest shall not reduce the original amount of such capital. If, after the payment of such interest, any profits shall remain to be divided, he may also receive his portion of such profits, but shall not be liable for any debts previously contracted by the general partners.   If it shall appear that, by the payment of interest or profits to any special partner, the original capital has been reduced, or the firm shall be unable to pay its debts, the partner receiving the same shall be bound to restore the interest or profits received by him necessary to make good his original share of the original stock.     (Laws 1837, Cobb's 1851 Digest, p. 587; Code 1863, §§ 1936, 1937; Code 1868, §§ 1924, 1925; Code 1873, §§ 1934, 1935; Code 1882, §§ 1934, 1935; Civil Code 1895, §§ 2677, 2678; Civil Code 1910, §§ 3206, 3207; Code 1933, §§ 75-415, 75-416; Code 1981, §14-9-124; Code 1981, §14-9A-124, as redesignated by Ga. L. 1988, p. 1016, § 1.)
GA Code § 14-9A-125 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9A - Limited Partnerships|Article 2 - Limited Partnerships Formed Prior to February 15, 1952|§ 14-9A-125. Priority of Special Partners

 In case of the insolvency or bankruptcy of the partnership, no special partner shall, under any circumstances, be allowed to claim as a creditor until the claims of all the other creditors of the partnership shall be satisfied.    (Laws 1837, Cobb's 1851 Digest, p. 588; Code 1863, § 1944; Code 1868, § 1932; Code 1873, § 1942; Code 1882, § 1942; Civil Code 1895, § 2684; Civil Code 1910, § 3213; Code 1933, § 75-422; Code 1981, §14-9-125; Code 1981, §14-9A-125, as redesignated by Ga. L. 1988, p. 1016, § 1.)
GA Code § 14-9A-126 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9A - Limited Partnerships|Article 2 - Limited Partnerships Formed Prior to February 15, 1952|§ 14-9A-126. Parties to Actions

 Actions brought by limited partnerships shall be in the name or names of the general partners only. Actions brought against limited partnerships shall be brought against the general partners only, except in cases where the special partners are liable in the same manner as general partners. In such cases, actions may be brought against all the partners jointly or severally; or any one or more of the special partners may be subject to liability in the same action with the general partners.    (Laws 1837, Cobb's 1851 Digest, p. 587; Code 1863, § 1935; Code 1868, § 1923; Code 1873, § 1933; Code 1882, § 1933; Civil Code 1895, § 2675; Civil Code 1910, § 3204; Code 1933, § 75-424; Code 1981, §14-9-126; Code 1981, §14-9A-126, as redesignated by Ga. L. 1988, p. 1016, § 1.)
GA Code § 14-9A-127 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9A - Limited Partnerships|Article 2 - Limited Partnerships Formed Prior to February 15, 1952|§ 14-9A-127. Liability of General Partners for Management of Firm

 The general partners of a limited partnership shall be liable, both in law and equity, to each other and to the special partners for their management of the business of the firm as other partners are liable.    (Laws 1837, Cobb's 1851 Digest, p. 587; Code 1863, § 1939; Code 1868, § 1927; Code 1873, § 1937; Code 1882, § 1937; Civil Code 1895, § 2679; Civil Code 1910, § 3208; Code 1933, § 75-417; Code 1981, §14-9-127; Code 1981, §14-9A-127, as redesignated by Ga. L. 1988, p. 1016, § 1.)
GA Code § 14-9A-128 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9A - Limited Partnerships|Article 2 - Limited Partnerships Formed Prior to February 15, 1952|§ 14-9A-128. Liability of Partners for Fraud

 Every partner who shall be guilty of any fraud in the affairs or business of the partnership shall be liable civilly to the party injured to the extent of his damage.    (Laws 1837, Cobb's 1851 Digest, p. 587; Code 1863, § 1940; Code 1868, § 1928; Code 1873, § 1938; Code 1882, § 1938; Civil Code 1895, § 2680; Penal Code 1895, § 678; Civil Code 1910, § 3209; Penal Code 1910, § 727; Code 1933, § 75-418; Code 1981, §14-9-128; Code 1981, §14-9A-128, as redesignated by Ga. L. 1988, p. 1016, § 1.)
GA Code § 14-9A-129 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9A - Limited Partnerships|Article 2 - Limited Partnerships Formed Prior to February 15, 1952|§ 14-9A-129. Fraudulent Sale, Assignment, or Transfer of Property Void

  Every sale, assignment, or transfer of any of the property or effects of a limited partnership made by such partnership when insolvent or in contemplation of insolvency or made after or in contemplation of the insolvency of any partner, with the intent of giving a preference to any creditor of such partnership or insolvent partner over other creditors of such partnership or insolvent partner; and every judgment confessed, lien created, or security given by such partnership under the like circumstances and with the like intent shall be void as against the creditors of such partnership.   Every such sale, assignment, or transfer of any of the property or effects of a general or special partner who may have become liable as a general partner made by such general or special partner when insolvent or in contemplation of insolvency or made after or in contemplation of the insolvency of the partnership, with the intention of giving to any creditor of his own, or of the partnership, a preference over creditors of the partnership; and every judgment confessed, lien created, or security given by any such partner under like circumstances and with like intent shall be void as against the creditors of the partnership.   Any special partner who shall violate any provision of subsections (a) and (b) of this Code section or who shall concur in, or assent to, any such violation by the partnership or by any individual partner shall be liable as a general partner.     (Laws 1837, Cobb's 1851 Digest, pp. 587, 588; Code 1863, §§ 1941, 1942, 1943; Code 1868, §§ 1929, 1930, 1931; Code 1873, §§ 1939, 1940, 1941; Code 1882, §§ 1939, 1940, 1941; Civil Code 1895, §§ 2681, 2682, 2683; Civil Code 1910, §§ 3210, 3211, 3212; Code 1933, §§ 75-419, 75-420, 75-421; Code 1981, §14-9-129; Code 1981, §14-9A-129, as redesignated by Ga. L. 1988, p. 1016, § 1.)
GA Code § 14-9A-130 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9A - Limited Partnerships|Article 2 - Limited Partnerships Formed Prior to February 15, 1952|§ 14-9A-130. Penalty for Fraud

 Every partner who shall work any fraud in the affairs or business of a limited partnership shall be guilty of a misdemeanor.    (Laws 1837, Cobb's 1851 Digest, p. 587; Code 1863, § 1940; Code 1868, § 1928; Code 1873, § 1938; Code 1882, § 1938; Ga. L. 1895, p. 63, § 2; Civil Code 1895, § 2680; Penal Code 1895, § 678; Civil Code 1910, § 3209; Penal Code 1910, § 727; Code 1933, § 75-9901; Code 1981, §14-9-130; Code 1981, §14-9A-130, as redesignated by Ga. L. 1988, p. 1016, § 1.)   RESEARCH REFERENCES   ALR.   - Embezzlement, larceny, false pretenses, or allied criminal fraud by a partner, 82 A.L.R.3d 822.
GA Code § 14-11-100 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 1 - General Provisions|§ 14-11-100. Short Title

 This chapter shall be known and may be cited as the "Georgia Limited Liability Company Act."    (Code 1981, §14-11-100, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2017, p. 774, § 14/HB 323.)    The 2017 amendment,  effective May 9, 2017, part of an Act to revise, modernize, and correct the Code, substituted "This chapter shall be known and may be cited" for "This chapter may be cited" at the beginning of this Code section.   Law reviews.   - For article, "Choice of Entity with Emphasis on Estate Planning," see 6 Ga. St. B. J. 26 (2000). For survey article on construction law, see 59 Mercer L. Rev. 55 (2007). For annual survey of business associations, see 67 Mercer L. Rev. 15 (2015).   JUDICIAL DECISIONS   Direct action against limited liability company manager was proper procedure.    - Trial court properly denied dismissing the direct claim because the plaintiffs sufficiently pled special injuries permitting the plaintiffs to pursue the plaintiffs' claims in a direct action rather than a derivative action based on the plaintiffs' loss of control resulting from the alleged breach of fiduciary duties and fraud specifically targeted at them by the limited liability company manager, which harm to the plaintiffs was different from that experienced by the minority members. TMX Finance, LLC v. Goldsmith, 352 Ga. App. 190, 833 S.E.2d 317 (2019), cert. denied, No. S20C0427, 2020 Ga. LEXIS 405 (Ga. 2020), cert. denied, No. S20C0415, 2020 Ga. LEXIS 414 (Ga. 2020).   RESEARCH REFERENCES   ALR.   - Construction and application of limited liability company acts, 79 A.L.R.5th 689.    Cited in Sayers v. Artistic Kitchen Design, LLC, 280 Ga. App. 223, 633 S.E.2d 619 (2006); Gaslowitz v. Stabilis Fund I, LP, 331 Ga. App. 152, 770 S.E.2d 245 (2015); Infinite Energy v. Marietta Natural Gas, 349 Ga. App. 343, 826 S.E.2d 189 (2019).   Am. Jur. 2d.   - 51 Am Jur 2d Limited Liability Companies § 1.
GA Code § 14-11-102 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 1 - General Provisions|§ 14-11-102. Evidence of Filing

 A certificate attached to a copy of a document or electronic transmission filed by the Secretary of State, bearing his or her signature, which may be in facsimile, and the printed or embossed seal of this state, or its electronic equivalent, is prima-facie evidence that the original document has been filed with the Secretary of State.    (Code 1981, §14-11-102, enacted by Ga. L. 1999, p. 405, § 31.)
GA Code § 14-11-201 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 2 - Formation|§ 14-11-201. Purpose

  A limited liability company may be formed under this chapter for any lawful purpose.If the purpose for which a limited liability company is formed makes it subject to a special provision of law, the limited liability company shall also comply with that provision.   A limited liability company formed under this chapter has, unless a more limited purpose is set forth in the articles of organization or a written operating agreement, the purpose of engaging in any lawful activity.     (Code 1981, §14-11-201, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1995, p. 470, § 15.)   Law reviews.   - For article, "The Georgia LLC Act Comes of Age," see 16 (No. 1) Ga. St. B. J. 20 (2010).   RESEARCH REFERENCES   ALR.   - Construction and application of limited liability company acts, 79 A.L.R.5th 689.
GA Code § 14-11-202 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 2 - Formation|§ 14-11-202. Powers

 Each limited liability company formed in this state shall have the same powers as any person has to do all things necessary to carry out its purpose, business, and affairs.    (Code 1981, §14-11-202, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-203 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 2 - Formation|§ 14-11-203. Formation

  One or more persons may act as the organizer or organizers of a limited liability company by delivering articles of organization to the Secretary of State for filing and supplying to the Secretary of State, in such form as the Secretary of State may require, the following information:   The name and address of each organizer;   The street address and county of the limited liability company's initial registered office and the name of its initial registered agent at that office; and   The mailing address of the limited liability company's principal place of business.     An organizer need not be a member of the limited liability company at the time of formation or thereafter.   A limited liability company is formed when the articles of organization become effective pursuant to Code Section 14-11-206.   The Secretary of State's filing of the articles of organization is conclusive proof that the organizers satisfied all conditions precedent to formation, except in a proceeding by the state to cancel or revoke the formation.   During any period when a limited liability company has any members it may have one or more members.     (Code 1981, §14-11-203, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2009, p. 108, § 2/HB 308.)   Law reviews.   - For note, "Divorcing the Husband and Wife Business: An Analysis and Critique of I.R.C. § 761(f)," see 25 Ga. St. U. L. Rev. 1231 (2009).   JUDICIAL DECISIONS   Sole managing member's personal liability.    - In a action seeking to hold a sole managing member of an LLC personally liable for a debt of an LLC, insufficient evidence was presented that the manager executed a note individually guarantying payment for the services provided by a payroll servicer, as: (1) conclusive proof was presented that the LLC had met all conditions of formation at the time the contract was entered into; and (2) the agreement was specifically entered into between the servicer and the LLC, and the manager's signature appeared nowhere on the agreement. Milk v. Total Pay & HR Solutions, Inc., 280 Ga. App. 449, 634 S.E.2d 208 (2006).   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 § 14-11-204 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 2 - Formation|§ 14-11-204. Articles of Organization

  The articles of organization shall set forth the name of the limited liability company, which name must satisfy the requirements of Code Section 14-11-207.   The articles of organization may set forth:   That management of the limited liability company is vested in one or more managers; and   Any other provisions not inconsistent with law.       (Code 1981, §14-11-204, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1994, p. 161, § 5.)
GA Code § 14-11-205 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 2 - Formation|§ 14-11-205. Execution of Documents

  Unless otherwise specified in any other Code section of this chapter, any document required or permitted by this chapter to be delivered to the Secretary of State for filing shall be executed:   By any member;   By any manager if management of the limited liability company is vested in one or more managers;   By any organizer if the limited liability company has been formed but it has no members or managers; or   If the limited liability company is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.     The person executing the document shall sign it and state beneath or opposite his or her signature his or her name and the capacity in which he or she signs.   The person executing the document may do so as an attorney-in-fact. Powers of attorney relating to the execution of the document do not need to be shown to or filed with the Secretary of State.     (Code 1981, §14-11-205, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-207 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 2 - Formation|§ 14-11-207. Name

  The name of each limited liability company shall be as set forth in its articles of organization and:   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 abbreviation "L.L.C.", "LLC", "L.C." or "LC";   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; and   Shall not in any instance exceed 80 characters, including spaces and punctuation.     This chapter does not control the use of fictitious or trade names. Issuance of a name under this chapter means that the name is distinguishable for filing purposes on the records of the Secretary of State pursuant to paragraph (2) of subsection (a) of this Code section.Issuance of a limited liability company name does not affect the commercial availability of the name.     (Code 1981, §14-11-207, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-210 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 2 - Formation|§ 14-11-210. Amendment of Articles of Organization; Restatement

  A limited liability company amending its articles of organization shall deliver to the Secretary of State for filing articles of amendment setting forth:   The name of the limited liability company;   The date the articles of organization were filed;   The amendment to the articles of organization; and   The effective date and time of the amendment if later than the date and time the articles of amendment are filed.     The articles of organization may be amended in any and as many respects as may be desired so long as the articles of organization as amended contain only provisions that may be lawfully contained in articles of organization at the time of making the amendment.   Articles of organization may be restated to include only those provisions then in effect, or amended and so restated, at any time.Restated articles of organization shall be delivered to the Secretary of State for filing and shall be specifically designated as such in the heading.     (Code 1981, §14-11-210, enacted by Ga. L. 1993, p. 123, § 1.)   Law reviews.   - For note, "Divorcing the Husband and Wife Business: An Analysis and Critique of I.R.C. § 761(f)," see 25 Ga. St. U. L. Rev. 1231 (2009).
GA Code § 14-11-211 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 2 - Formation|§ 14-11-211. Correcting Filed Document

  A limited liability company or foreign limited liability company may correct a document filed by the Secretary of State if the document:   Contains an incorrect statement; or   Was defectively executed.     A document is corrected:   By preparing articles of correction that:   Describe the document (including its filing date);   Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and   Correct the incorrect statement or defective execution; and     By delivering the articles to the Secretary of State for filing.     Articles of correction that are filed by the Secretary of State are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction.As to those persons, articles of correction are effective when filed.     (Code 1981, §14-11-211, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2002, p. 989, § 15.)
GA Code § 14-11-302 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 3 - Agency; Management; Duties; Liability|§ 14-11-302. Limitations on Authority to Convey Real Property

 Limitations on the authority of any or all members or managers that are set forth in a limited liability company's articles of organization shall be conclusively presumed in favor of the limited liability company and against a grantee of the limited liability company, or a person claiming through such grantee, with respect to limited liability company real property located in a county of this state if a copy of the articles of organization certified by the Secretary of State is filed in the office of the clerk of the superior court of the county where the real property is located and recorded in the book kept by such clerk for statements of partnership pursuant to Code Section 14-8-10.1.    (Code 1981, §14-11-302, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-306 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 3 - Agency; Management; Duties; Liability|§ 14-11-306. Indemnification

 Subject to such standards and restrictions, if any, as are set forth in the articles of organization or a written operating agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever arising in connection with the limited liability company; provided, however, that no limited liability company shall have the power to indemnify any member or manager for any liability that may not be eliminated or limited by the articles of organization or a written operating agreement by reason of division (4)(A)(i) or (ii) of Code Section 14-11-305.    (Code 1981, §14-11-306, enacted by Ga. L. 1993, p. 123, § 1.)
GA Code § 14-11-309 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 11 - Limited Liability Companies|Article 3 - Agency; Management; Duties; Liability|§ 14-11-309. Action Without Meeting

 Except as otherwise provided in the articles of organization or a written operating agreement:    Action required or permitted by this chapter to be taken by members or managers may be taken without a meeting if the action is taken by all the members or managers entitled to vote on the action or, if so provided in the articles of organization or a written operating agreement, by persons who would be entitled to vote not less than the minimum number of votes that would be necessary to authorize or take the action. The action must be evidenced by one or more written consents describing the action taken, signed by members or managers entitled to take such action, and delivered to the limited liability company for inclusion in its records;   If not otherwise fixed under the articles of organization or a written operating agreement, the record date for determining members or managers entitled to take action without a meeting is the date the first member or manager signs the consent;   A consent signed under this Code section has the effect of a meeting vote and may be described as such in any document; and   If action is taken under this Code section by less than all of the members or managers entitled to vote on the action, all members or managers entitled to vote on the action who did not participate in taking the action shall be given written notice of the action not more than ten days after the taking of the action without a meeting, but the failure to give such notice shall not invalidate the action so taken.     (Code 1981, §14-11-309, enacted by Ga. L. 1993, p. 123, § 1.)