reglab/statecodes huggingface dataset:
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 6 - EVENTS OF DISSOCIATION, WITHDRAWAL, AND DISSOLUTION (§§ 14-11-601 — 14-11-611) › Section 14-11-608 - Unknown claims against dissolved limited liability company

(a)
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.
(b)
The request must:
(1)
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
(2)
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.
(c)
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:
(1)
Claims that are contingent at the time of the filing of the statement of commencement of winding up; and
(2)
Claims that arise after the filing of the statement of commencement of winding up.
(d)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 6 - EVENTS OF DISSOCIATION, WITHDRAWAL, AND DISSOLUTION (§§ 14-11-601 — 14-11-611) › Section 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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 6 - EVENTS OF DISSOCIATION, WITHDRAWAL, AND DISSOLUTION (§§ 14-11-601 — 14-11-611) › Section 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:
(1)
The name of the limited liability company;
(2)
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
(3)
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.
Amended by 2009 Ga. Laws 38,§ 11, eff. 7/1/2009.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 6 - EVENTS OF DISSOCIATION, WITHDRAWAL, AND DISSOLUTION (§§ 14-11-601 — 14-11-611) › Section 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
.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 7 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 14-11-701 — 14-11-712) › Section 14-11-701 - Law applicable to foreign limited liability companies

(a)
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.
(b)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 7 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 14-11-701 — 14-11-712) › Section 14-11-704 - Issuance of certificate of authority

(a)
If the Secretary of State finds that an application for a certificate of authority conforms to the filing requirements of this chapter and all requisite fees and any penalty due pursuant to Code Section
14-11-711
have been paid, he or she shall:
(1)
Stamp or otherwise endorse his or her official title and the date and time of receipt on the application;
(2)
File the application in his or her office; and
(3)
Issue a certificate of authority to transact business in this state.
(b)
The certificate of authority must be returned to the person who filed the application or such person's representative.
(c)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 7 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 14-11-701 — 14-11-712) › Section 14-11-705 - Name

(a)
A foreign limited liability company may apply for a certificate of authority with the Secretary of State under any name, whether or not it is the name under which it is registered in its jurisdiction of organization; provided, however, that such name:
(1)
Must contain the 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
(2)
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.
(b)
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.
Amended by 2003 Ga. Laws 9, § 14, eff. 5/14/2003.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 7 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 14-11-701 — 14-11-712) › Section 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)
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.
(b)
If a foreign limited liability company authorized to transact business in this state converts into a foreign limited partnership:
(1)
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
(2)
If such notice is timely given:
(A)
The authorization of such entity to transact business in this state shall continue without interruption; and
(B)
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.
(c)
If a foreign limited liability company authorized to transact business in this state converts into a foreign corporation:
(1)
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
(2)
If such notice is timely given:
(A)
The authorization of such entity to transact business in this state shall continue without interruption; and
(B)
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.
Amended by 2006 Ga. Laws 817,§ 25, eff. 7/1/2006.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 7 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 14-11-701 — 14-11-712) › Section 14-11-707 - Certificate of withdrawal; application; service after withdrawal

(a)
A foreign limited liability company authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State.
(b)
A foreign limited liability company authorized to transact business in this state may apply for a certificate of withdrawal by delivering to the Secretary of State for filing an application that sets forth:
(1)
The name of the foreign limited liability company and the name of the jurisdiction under whose law it is organized;
(2)
That it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(3)
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;
(4)
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
(5)
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.
(c)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 7 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 14-11-701 — 14-11-712) › Section 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:
(1)
The foreign limited liability company does not deliver its annual registration to the Secretary of State within 60 days after it is due;
(2)
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;
(3)
The foreign limited liability company is without a registered agent or registered office in this state for 60 days or more;
(4)
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;
(5)
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
(6)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 7 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 14-11-701 — 14-11-712) › Section 14-11-709 - Revocation of certificate; notice to company; issuance and effect of certificate of revocation; service after revocation

(a)
If the Secretary of State determines that one or more grounds exist under Code Section
14-11-708
for revocation of a certificate of authority, the Secretary of State shall provide the foreign limited liability company with written notice of such determination by mailing a 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.
(b)
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.
(c)
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.
(d)
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.
(e)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 7 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 14-11-701 — 14-11-712) › Section 14-11-710 - Appeal of revocation of certificate

(a)
A foreign limited liability company may appeal the Secretary of State's revocation of its certificate of authority to the Superior Court of Fulton County within 30 days after service of the certificate of revocation is perfected under Code Section
14-11-709
. The foreign 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.
(b)
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.
(c)
The court's final decision may be appealed as in other civil proceedings.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 7 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 14-11-701 — 14-11-712) › Section 14-11-711 - Failure of company to procure certificate; effect; penalty

(a)
A foreign limited liability company transacting business in this state may not maintain an action, suit, or proceeding in a court of this state until it is authorized to transact business in this state.
(b)
The failure of a foreign limited liability company to procure a certificate of authority does not impair the validity of any contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any action, suit, or proceeding in any court of this state.
(c)
A foreign limited liability company that transacts business in this state without registering as required by this chapter shall be liable to the state:
(1)
For all fees which would have been imposed by this chapter upon such foreign limited liability company had it registered as required by this article; and
(2)
If it has not been authorized to transact business in this state within 30 days after the first day on which it transacts business in this state, for a penalty of $500.00.
Amended by 2002 Ga. Laws 872, § 16, eff. 7/1/2002.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 7 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 14-11-701 — 14-11-712) › Section 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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 8 - DERIVATIVE ACTIONS (§§ 14-11-801 — 14-11-807) › Section 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:
(1)
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;
(2)
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;
(3)
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;
(4)
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
(5)
The plaintiff fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 8 - DERIVATIVE ACTIONS (§§ 14-11-801 — 14-11-807) › Section 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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 8 - DERIVATIVE ACTIONS (§§ 14-11-801 — 14-11-807) › Section 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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 8 - DERIVATIVE ACTIONS (§§ 14-11-801 — 14-11-807) › Section 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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 8 - DERIVATIVE ACTIONS (§§ 14-11-801 — 14-11-807) › Section 14-11-805 - Dismissal

(a)
The court may dismiss a derivative proceeding if, on motion by the limited liability company, the court finds that one of the groups specified in subsection (b) of this Code section has made a determination in good faith after conducting a reasonable investigation upon which 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.
(b)
The determination in subsection (a) of this Code section shall be made by:
(1)
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;
(2)
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
(3)
A panel of one or more independent persons appointed by the court upon motion of the limited liability company.
(c)
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:
(1)
The nomination or election of the manager or member by managers or members who are not independent;
(2)
The naming of the manager or member as a defendant in the derivative proceeding; or
(3)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 8 - DERIVATIVE ACTIONS (§§ 14-11-801 — 14-11-807) › Section 14-11-806 - Expenses

(a)
If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees, and shall direct him or her to remit to the limited liability company the remainder of those proceeds received by him or her.
(b)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 8 - DERIVATIVE ACTIONS (§§ 14-11-801 — 14-11-807) › Section 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
.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 9 - MERGER (§§ 14-11-901 — 14-11-906) › Section 14-11-901 - Merger

(a)
Pursuant to a written agreement, which, unless otherwise provided therein, will constitute the plan of merger required by Code Section
14-11-902
if it contains the provisions required by that Code section, a limited liability company may merge with or into one or more 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.
(b)
In the case of a merger involving a foreign limited liability company, foreign limited partnership, or foreign corporation, the merger may take place if:
(1)
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;
(2)
The foreign constituent entity complies with Code Section
14-11-904
if it is the surviving entity of the merger; and
(3)
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
.
Amended by 2009 Ga. Laws 38,§ 12, eff. 7/1/2009.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 9 - MERGER (§§ 14-11-901 — 14-11-906) › Section 14-11-902 - Plan of merger

(a)
Each constituent business entity shall adopt a written plan of merger, which shall be approved in accordance with Code Section
14-11-903
.
(b)
The plan of merger must set forth:
(1)
The name of each limited liability company and each other business entity that is a constituent entity planning to merge and the name of the surviving business entity into which each other constituent entity proposes to merge;
(2)
The terms and conditions of the merger; and
(3)
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.
(c)
The plan of merger may set forth:
(1)
Amendments to the articles of organization of a limited liability company that is the surviving entity in the merger; and
(2)
Other provisions relating to the merger.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 9 - MERGER (§§ 14-11-901 — 14-11-906) › Section 14-11-903 - Approval of merger

(a)
A limited liability company party to a proposed merger shall have the plan of merger authorized and approved by the unanimous consent of the members, unless the articles of organization or a written operating agreement of such limited liability company provides otherwise. A 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.
(b)
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.
(c)
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:
(1)
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;
(2)
By each corporation and limited partnership that is a constituent entity in accordance with the applicable chapter of this title; and
(3)
By each foreign constituent business entity in accordance with the laws of the state or jurisdiction in which it was organized or formed.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 9 - MERGER (§§ 14-11-901 — 14-11-906) › Section 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:
(1)
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;
(2)
Any amendments to the articles of organization of the surviving limited liability company;
(3)
The effective date and time of the merger if later than the date and time the articles of merger are filed;
(4)
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;
(5)
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;
(6)
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
;
(7)
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
(8)
Any other provisions relating to the merger that the constituent business entities determine to include therein.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 9 - MERGER (§§ 14-11-901 — 14-11-906) › Section 14-11-905 - Effects of merger

(a)
If the surviving entity is a limited liability company, when a merger takes effect:
(1)
Every other constituent business entity party to the merger merges into the limited liability company designated in the plan of merger as the surviving entity;
(2)
The separate existence of each constituent business entity party to the plan of merger except the surviving limited liability company shall cease;
(3)
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;
(4)
The surviving limited liability company has all the liabilities of each constituent business entity;
(5)
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;
(6)
Neither the rights of creditors nor any liens on the property of any constituent business entity shall be impaired by the merger;
(7)
The articles of organization of the surviving limited liability company shall be amended to the extent provided in the articles of merger; and
(8)
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.
(b)
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.
(c)
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.
(d)
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.
Amended by 2009 Ga. Laws 38,§ 13, eff. 7/1/2009.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 10 - DISSENTERS' RIGHTS (§§ 14-11-1001 — 14-11-1013) › Section 14-11-1001 - Definitions

As used in this article, the term:
(1)
"Beneficial member" means the person who is a beneficial owner of the membership interest held in a voting trust or by a nominee as the record member.
(2)
"Dissenter" means a member who is entitled to dissent from limited liability 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
.
(3)
"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.
(4)
"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.
(5)
"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.
(6)
"Member" means the record member or the beneficial member.
(7)
"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.
(8)
"Record member" means the person in whose name the membership interest is registered in the records of a limited liability company.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 10 - DISSENTERS' RIGHTS (§§ 14-11-1001 — 14-11-1013) › Section 14-11-1003 - Notice of dissenters' rights

(a)
If proposed limited liability company action creating dissenters' rights under Code Section
14-11-1002
is submitted to a vote at a members' meeting, the meeting notice must state that members are or may be entitled to assert dissenters' rights under this article and be accompanied by a copy of this article.
(b)
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
.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 10 - DISSENTERS' RIGHTS (§§ 14-11-1001 — 14-11-1013) › Section 14-11-1004 - Notice of intent to demand payment

(a)
If proposed limited liability company action creating dissenters' rights under Code Section
14-11-1002
is submitted to a vote at a members' meeting, a record member who wishes to assert dissenters' rights:
(1)
Must deliver to the limited liability company before the vote is taken written notice of his or her intent to demand payment for his or her membership interest if the proposed action is effectuated; and
(2)
Must not vote his or her membership interest in favor of the proposed action.
(b)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 10 - DISSENTERS' RIGHTS (§§ 14-11-1001 — 14-11-1013) › Section 14-11-1005 - Dissenters' notice

(a)
If proposed limited liability company action creating dissenters' rights under Code Section
14-11-1002
is authorized at a members' meeting, the limited liability company shall deliver a written dissenters' notice to all members who satisfied the requirements of Code Section
14-11-1004
.
(b)
The dissenters' notice must be sent no later than ten days after the limited liability company action was taken and must:
(1)
State where the payment demand must be sent and where and when certificates for certificated membership interests must be deposited;
(2)
Inform holders of uncertificated membership interests to what extent transfer of the membership interests will be restricted after the payment demand is received;
(3)
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
(4)
Be accompanied by a copy of this article.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 10 - DISSENTERS' RIGHTS (§§ 14-11-1001 — 14-11-1013) › Section 14-11-1006 - Duty to demand payment

(a)
A record member sent a dissenters' notice described in Code Section
14-11-1005
must demand payment and deposit his or her certificates for certificated membership interests in accordance with the terms of the notice.
(b)
A record member who demands payment and deposits his or 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.
(c)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 10 - DISSENTERS' RIGHTS (§§ 14-11-1001 — 14-11-1013) › Section 14-11-1007 - Membership interest restrictions

(a)
The limited liability company may restrict the transfer of uncertificated membership interests from the date the demand for their payment is received until the proposed limited liability company action is taken or the restrictions are released under Code Section
14-11-1009
.
(b)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 11 - LIMITED LIABILITY COMPANIES (§§ 14-11-100 — 14-11-1109) › Article 10 - DISSENTERS' RIGHTS (§§ 14-11-1001 — 14-11-1013) › Section 14-11-1008 - Offer of payment

(a)
Except as provided in Code Section
14-11-1010
, within ten days of the later of the date the proposed limited liability company action is taken or receipt of a payment demand, the limited liability company shall offer to pay each dissenter who complied with Code Section
14-11-1006
the amount the limited liability company estimates to be the fair value of his or her membership interest, plus accrued interest.
(b)
The offer of payment must be accompanied by:
(1)
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;
(2)
A statement of the limited liability company's estimate of the fair value of the membership interest;
(3)
An explanation of how the interest was calculated;
(4)
A statement of the dissenter's right to demand payment under Code Section
14-11-1010
; and
(5)
A copy of this article.
(c)
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.