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 2 - FORMATION (§§ 14-11-201 — 14-11-212) › Section 14-11-211 - Correcting filed document

(a)
A limited liability company or foreign limited liability company may correct a document filed by the Secretary of State if the document:
(1)
Contains an incorrect statement; or
(2)
Was defectively executed.
(b)
A document is corrected:
(1)
By preparing articles of correction that:
(A)
Describe the document (including its filing date);
(B)
Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and
(C)
Correct the incorrect statement or defective execution; and
(2)
By delivering the articles to the Secretary of State for filing.
(c)
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.
Amended by 2002 Ga. Laws 872, § 15, 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 3 - AGENCY; MANAGEMENT; DUTIES; LIABILITY (§§ 14-11-301 — 14-11-314) › Section 14-11-301 - Agency of members and managers

(a)
Except as provided in subsection (b) of this Code section, every member is an agent of the limited liability company for the purpose of its business and affairs, and the act of any member, including, but not limited to, the execution in the name of the limited liability company of any instrument for apparently carrying on in the usual way the business and affairs of the limited liability company of which he or she is a member, binds the limited liability company, unless the member so acting has, in fact, no authority to act for the limited liability company in the particular matter, and the person with whom he or she is dealing has knowledge of the fact that the member has no such authority.
(b)
If the articles of organization provide that management of the limited liability company is vested in a manager or managers:
(1)
No member, acting solely in the capacity as a member, is an agent of the limited liability company; and
(2)
Every manager is an agent of the limited liability company for the purpose of its business and affairs, and the act of any manager, including, but not limited to, the execution in the name of the limited liability company of any instrument for apparently carrying on in the usual way the business and affairs of the limited liability company of which he or she is a manager, binds the limited liability company, unless the manager so acting has, in fact, no authority to act for the limited liability company in the particular matter, and the person with whom he or she is dealing has knowledge of the fact that the manager has no such authority.
(c)
An act of a manager or a member that is not apparently for the carrying on in the usual way the business or affairs of the limited liability company does not bind the limited liability company unless authorized in accordance with a written operating agreement at the time of the transaction or at any other time.
(d)
No act of a manager or member in contravention of a restriction on authority shall bind the limited liability company to persons having knowledge of the restriction.
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 3 - AGENCY; MANAGEMENT; DUTIES; LIABILITY (§§ 14-11-301 — 14-11-314) › Section 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
.
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 3 - AGENCY; MANAGEMENT; DUTIES; LIABILITY (§§ 14-11-301 — 14-11-314) › Section 14-11-303 - Liability to third parties

(a)
A person who is a member, manager, agent, or employee of a limited liability company is not liable, solely by reason of being a member, manager, agent, or employee of the limited liability company, under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the limited liability company, including liabilities and obligations of the limited liability company to any member or assignee, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, manager, agent, or employee of the limited liability company, whether arising in contract, tort, or otherwise. Notwithstanding the provisions of this subsection, a member, manager, or employee may be personally liable for tax liabilities arising from the operation of the limited liability company as provided in Code Section
48-2-52
.
(b)
Notwithstanding the provisions of subsection (a) of this Code section, under a written operating agreement or under another written agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations, and liabilities of the limited liability company.
Amended by 2009 Ga. Laws 38,§ 4, eff. 7/1/2009.
Amended by 2001 Ga. Laws 302, § 3, eff. 4/27/2001.
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 3 - AGENCY; MANAGEMENT; DUTIES; LIABILITY (§§ 14-11-301 — 14-11-314) › Section 14-11-304 - Management

(a)
Unless the articles of organization or a written operating agreement vests management of the limited liability company in a manager or managers, management of the business and affairs of the limited liability company shall be vested in the members, and, subject to any provisions in the articles of organization or a written operating agreement, the members shall have the right and authority to manage the affairs of the limited liability company and to make all decisions with respect thereto. The articles of organization or a written operating agreement may contain any provision relating to any phase of managing the business or regulating the affairs of the limited liability company.
(b)
If the articles of organization or a written operating agreement vests management of the limited liability company in one or more managers, then such persons shall have such right and authority to manage the business and affairs of the limited liability company as is provided in the articles of organization or a written operating agreement. Unless otherwise provided in the articles of organization or a written operating agreement, such persons:
(1)
Shall be designated, appointed, elected, removed, or replaced by the approval of more than one half by number of the members;
(2)
Need not be members of the limited liability company or natural persons; and
(3)
Unless they have been earlier removed or have earlier resigned, shall hold office until their successors shall have been elected and qualified.
(c)
A written operating agreement may provide that (1) a member or manager who fails to perform in accordance with, or to comply with the terms and conditions of, the written operating agreement shall be subject to specified penalties or specified consequences, and (2) at the time or upon the happening of events specified in a written operating agreement, a member or manager shall be subject to specified penalties or specified consequences.
(d)
A person who is both a manager and member has the rights and powers, and is subject to the restrictions and liabilities, of a manager and, except as provided in the articles of organization or a written operating agreement, also has the rights and powers, and is subject to the restrictions and liabilities, of a member to the extent of his or her participation in the limited liability company as a member.
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 3 - AGENCY; MANAGEMENT; DUTIES; LIABILITY (§§ 14-11-301 — 14-11-314) › Section 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
.
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 3 - AGENCY; MANAGEMENT; DUTIES; LIABILITY (§§ 14-11-301 — 14-11-314) › Section 14-11-308 - Approval rights of members and managers

(a)
Except as otherwise provided in this chapter or in the articles of organization or a written operating agreement, and subject to subsection (b) of this Code section:
(1)
If management of the limited liability company is vested in the members, each member shall have one vote with respect to, and the affirmative vote, approval, or consent of a majority of the members shall be required to decide, any matter arising in connection with the business and affairs of the limited liability company; and
(2)
If management of the limited liability company is vested in a manager or managers, each manager shall have one vote with respect to, and the affirmative vote, approval, or consent of a majority of the managers shall be required to decide, any matter arising in connection with the business and affairs of the limited liability company.
(b)
Unless otherwise provided in the articles of organization or a written operating agreement, the unanimous vote or consent of the members shall be required to approve the following matters:
(1)
The dissolution of the limited liability company under paragraph (3) of subsection (a) or paragraph (3) of subsection (b) of Code Section
14-11-602
;
(2)
The merger of the limited liability company under subsection (a) of Code Section
14-11-903
;
(3)
The sale, exchange, lease, or other transfer of all or substantially all of the assets of the limited liability company. For the purposes of this paragraph, assets shall be deemed to be less than all or substantially all of a limited liability company's assets if the value of the assets does not exceed two-thirds of the value of all of the assets of the limited liability company and the revenues represented or produced by such assets do not exceed two-thirds of the total revenues of the limited liability company; provided, however, that this paragraph shall not create any inference that the sale, exchange, lease, or other transfer of assets exceeding the amounts described in this paragraph is the sale of all or substantially all of the assets of the limited liability company;
(4)
The admission of any new member of the limited liability company under subsection (b) of Code Section
14-11-505
;
(5)
An amendment to the articles of organization under Code Section
14-11-210
or an amendment to a written operating agreement;
(6)
Action under subsection (b) of Code Section
14-11-402
to reduce or eliminate an obligation to make a contribution to the capital of a limited liability company;
(7)
Action to approve a distribution under Code Section
14-11-404
; or
(8)
Action to continue a limited liability company under paragraph (4) of subsection (a) or paragraph (4) of subsection (b) of Code Section
14-11-602
.
Amended by 2002 Ga. Laws 948, § 2, 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 3 - AGENCY; MANAGEMENT; DUTIES; LIABILITY (§§ 14-11-301 — 14-11-314) › Section 14-11-309 - Action without meeting

Except as otherwise provided in the articles of organization or a written operating agreement:
(1)
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;
(2)
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;
(3)
A consent signed under this Code section has the effect of a meeting vote and may be described as such in any document; and
(4)
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.
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 3 - AGENCY; MANAGEMENT; DUTIES; LIABILITY (§§ 14-11-301 — 14-11-314) › Section 14-11-310 - Meetings

(a)
Except as otherwise provided in the articles of organization or a written operating agreement, if the limited liability company has more than one manager:
(1)
Meetings of managers may be called by any manager;
(2)
At least two days' notice of any meeting of managers shall be given by any manager calling the meeting;
(3)
Managers may participate in any meeting by, or conduct the meeting through the use of, any means of communication by which all members participating may simultaneously hear each other during the meeting. A manager participating in a meeting by this means is deemed to be present in person at the meeting;
(4)
A majority in number of managers shall constitute a quorum for a meeting of managers; and
(5)
The act of a majority of managers at a meeting of managers at which a quorum is present shall be required for managers to take action on any matter where a vote of managers is required.
(b)
Unless otherwise provided in the articles of organization or a written operating agreement:
(1)
Meetings of members may be called by at least 25 percent of the members;
(2)
At least two days' notice of all meetings of members shall be given by the members authorized to call meetings;
(3)
Members may participate in any meeting by, or conduct the meeting through the use of, any means of communication by which all members participating may simultaneously hear each other during the meeting. A member participating in a meeting by this means is deemed to be present in person at the meeting;
(4)
A majority of the members shall constitute a quorum for a meeting of members; and
(5)
Except as otherwise provided in this chapter, the act of a majority of members present at a meeting at which a quorum is present shall be required to take action on any matter where a vote of members is required.
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 3 - AGENCY; MANAGEMENT; DUTIES; LIABILITY (§§ 14-11-301 — 14-11-314) › Section 14-11-311 - Notice

Except as otherwise provided in the articles of organization or a written operating agreement:
(1)
Notice shall be in writing unless oral notice is reasonable under the circumstances;
(2)
Notice may be communicated in person; by telephone, electronic transmission, or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published or by radio, television, or other form of public broadcast communication;
(3)
Written notice to a person that is required by this title to maintain a registered agent and a registered office in this state may be, but is not required to be, addressed to its registered agent at its registered office;
(4)
Written notice, if in a comprehensible form, is effective at the earliest of the following:
(A)
When received, or when delivered, properly addressed, as permitted by paragraph (2) of this Code section or to the addressee's last known principal place of business or residence;
(B)
Five days, or such other period as shall be provided in the articles of organization or a written operating agreement, after its deposit in the mail, as evidenced by the postmark, if mailed with first-class postage prepaid and correctly addressed to a member or manager at the address shown in the limited liability company's current record of members or managers; or
(C)
On the date shown on the return receipt, if sent by registered or certified mail or statutory overnight delivery, return receipt requested, and the receipt is signed by or on behalf of the addressee;
(5)
Oral notice is effective when communicated if communicated in a comprehensible manner;
(6)
In calculating time periods for notice under this chapter, when a period of time measured in days, weeks, months, years, or other measurement of time is prescribed for the exercise of any privilege or the discharge of any duty, the first day shall not be counted but the last day shall be counted; and
(7)
If this chapter prescribes notice requirements for particular circumstances, those requirements govern.
Amended by 2009 Ga. Laws 38,§ 5, 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 3 - AGENCY; MANAGEMENT; DUTIES; LIABILITY (§§ 14-11-301 — 14-11-314) › Section 14-11-312 - Waiver of notice

Except as otherwise provided in the articles of organization or a written operating agreement:
(1)
A member or manager may waive any notice required by this chapter, the articles of organization, or an operating agreement before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member or manager entitled to the notice, and be delivered to the limited liability company for inclusion in its records;
(2)
A member or manager's attendance at a meeting:
(A)
Waives objection to lack of notice or defective notice of the meeting, unless the member or manager at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and
(B)
Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member or manager objects to considering the matter when it is presented; and
(3)
Unless required by a written operating agreement, neither the business transacted nor the purpose of the meeting need be specified in the waiver.
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 3 - AGENCY; MANAGEMENT; DUTIES; LIABILITY (§§ 14-11-301 — 14-11-314) › Section 14-11-313 - Records and information

Except as otherwise provided in the articles of organization or a written operating agreement:
(1)
Each limited liability company shall keep at its principal office the following:
(A)
A current list of the name and last known address of each member and manager;
(B)
Copies of records that would enable a member to determine the relative voting rights, if any, of the members;
(C)
A copy of the articles of organization, together with any amendments thereto;
(D)
Copies of the limited liability company's federal, state, and local income tax returns, if any, for the three most recent years;
(E)
A copy of any operating agreement that is in writing, together with any amendments thereto; and
(F)
Copies of financial statements, if any, of the limited liability company for the three most recent years;
(2)
A member may:
(A)
At the member's own expense, inspect and copy any limited liability company record upon reasonable request during ordinary business hours;
(B)
Obtain from time to time upon reasonable demand:
(i)
True and complete information regarding the state of the business and financial condition of the limited liability company;
(ii)
Promptly after becoming available, a copy of the limited liability company's federal, state, and local income tax returns, if any, for each year; and
(iii)
Other information regarding the affairs of the limited liability company as is just and reasonable; and
(3)
If the limited liability company refuses to permit the inspection authorized by paragraph (2) of this Code section, the member demanding inspection may apply to the superior court for the county in which the registered office of the limited liability company is located, upon such notice as the court may require, for an order directing the limited liability company to show cause why an order permitting such inspection by the applicant should not be granted. The court shall hear the parties summarily, by affidavit or otherwise, and if the limited liability company fails to establish that the applicant is not entitled to such inspection, the court shall grant an order permitting such inspection, subject to any limitations which the court may prescribe, and grant such other relief, including costs and reasonable attorneys' fees, as the court may deem just and proper.
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 3 - AGENCY; MANAGEMENT; DUTIES; LIABILITY (§§ 14-11-301 — 14-11-314) › Section 14-11-314 - Professional relationships

This chapter does not alter any law applicable to the relationship between a person rendering professional services and a person receiving those services, including liability arising out of those professional services. This chapter does not alter any law with respect to disregarding legal entities. The failure of a limited liability company to observe formalities relating to the exercise of its powers or the management of its business and affairs is not a ground for imposing personal liability on a member, manager, agent, or employee of the limited liability company for liabilities 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 4 - FINANCE (§§ 14-11-401 — 14-11-409) › Section 14-11-401 - Contributions to capital

A contribution to the capital of a limited liability company may be in cash, tangible or intangible property, services rendered, or a promissory note or other obligation to contribute cash or tangible or intangible property, or to perform services.
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 4 - FINANCE (§§ 14-11-401 — 14-11-409) › Section 14-11-402 - Liability for contribution

(a)
Notwithstanding any other provision of law regarding unwritten contracts, including but not limited to Code Section
13-5-31
, a promise to make a contribution to the capital of a limited liability company is not enforceable unless it is set out in the articles of organization or a written operating agreement that is binding on the person to be charged or in another writing signed by that person.
(b)
Unless otherwise provided in the articles of organization or a written operating agreement, the obligation of a person to make a contribution to the capital of a limited liability company may be reduced or eliminated only with the unanimous consent of the members.
(c)
A written operating agreement may provide that the interest of any member who fails to make any contribution that he or she is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting member's proportionate interest in a limited liability company, subordinating his or her limited liability company interest to that of nondefaulting members, a forced sale of his or her limited liability company interest, forfeiture of his or her limited liability company interest, the lending by other members of the amounts necessary to meet his or her commitment, a fixing of the value of his or her limited liability company interest by appraisal or by formula and redemption or sale of his or her limited liability company interest at such value, or other penalty or consequence.
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 4 - FINANCE (§§ 14-11-401 — 14-11-409) › Section 14-11-403 - Allocation of profits and losses

The profits and losses, and each item thereof, of a limited liability company shall be allocated among the members in the manner provided in the articles of organization or in a written operating agreement. If the articles of organization or a written operating agreement does not so provide, profits and losses, and each item thereof, shall be allocated equally among the members.
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 4 - FINANCE (§§ 14-11-401 — 14-11-409) › Section 14-11-404 - Distributions

A member shall be entitled to receive distributions from a limited liability company before the dissolution and winding up of the limited liability company only to the extent, and at the times or upon the happening of the events, specified in the articles of organization or a written operating agreement, or as otherwise approved by all of the members. Subject to Code Section
14-11-405
, distributions by a limited liability company to its members, both prior to and after the dissolution of the limited liability company, shall be shared among the members in the manner provided in the articles of organization or a written operating agreement. Subject to Code Section
14-11-405
, if the articles of organization or a written operating agreement does not provide the manner in which distributions are to be shared, distributions shall be shared equally among the members.
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 4 - FINANCE (§§ 14-11-401 — 14-11-409) › Section 14-11-405 - Distributions upon event of dissociation

(a)
Effective for limited liability companies formed prior to July 1, 1999, except as otherwise provided in the articles of organization or a written operating agreement, and subject to Code Section
14-11-407
, a member with respect to which an event of dissociation occurs (other than one of the events specified in paragraphs (1), (2), and (4) of subsection (b) of Code Section
14-11-601
) is entitled to receive, within a reasonable time after the occurrence of the event, the fair value of the member's interest in the limited liability company as of the date of such occurrence, but only if such event does not result in dissolution of the limited liability company.
(b)
Effective for limited liability companies formed on or after July 1, 1999, except as otherwise provided in the articles of organization or a written operating agreement, a member with respect to which an event of dissociation occurs under Code Section
14-11-601.1
is not entitled to receive any payment by reason of such event and will become an assignee as to such limited liability company interest.
Amended by 2002 Ga. Laws 948, § 3, 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 4 - FINANCE (§§ 14-11-401 — 14-11-409) › Section 14-11-406 - Distributions in kind

Except as provided in the articles of organization or a written operating agreement:
(1)
A member, regardless of the nature of the member's contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash; and
(2)
No member may be compelled to accept from a limited liability company a distribution of any asset in kind to the extent that the percentage of the asset distributed to the member exceeds a percentage that is equal to the percentage in which the member shares in distributions from 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 4 - FINANCE (§§ 14-11-401 — 14-11-409) › Section 14-11-408 - Liability upon wrongful distribution

(a)
A member or manager who votes for or expressly consents to a distribution that is made in violation of Code Section
14-11-407
is personally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violating Code Section
14-11-407
, if it is established that such member or manager did not act in compliance with Code Section
14-11-407
and violated a duty owed under Code Section
14-11-305
(without regard to any limitation on such duty permitted by paragraph (4) of Code Section
14-11-305
).
(b)
Each member or manager held liable under subsection (a) of this Code section for an unlawful distribution is entitled to contribution:
(1)
From each other member or manager who could be held liable under subsection (a) of this Code section for the unlawful distribution; and
(2)
From each member for the amount the member received knowing that the distribution was made in violation of Code Section
14-11-407
.
(c)
A proceeding under this Code section is barred unless it is commenced within two years after the date on which the effect of the distribution is measured under Code Section
14-11-407
.
Amended by 2009 Ga. Laws 38,§ 6, 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 4 - FINANCE (§§ 14-11-401 — 14-11-409) › Section 14-11-409 - Right to distribution

At the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution.
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 5 - LIMITED LIABILITY COMPANY INTERESTS; ADMISSION OF MEMBERS (§§ 14-11-501 — 14-11-506) › Section 14-11-501 - Nature of limited liability company interest

(a)
A limited liability company interest is personal property. A member has no interest in specific limited liability company property.
(b)
An operating agreement or the articles of organization may provide that a limited liability company interest may be evidenced by a certificate issued by 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 5 - LIMITED LIABILITY COMPANY INTERESTS; ADMISSION OF MEMBERS (§§ 14-11-501 — 14-11-506) › Section 14-11-502 - Assignment of limited liability company interest

Except as otherwise provided in the articles of organization or a written operating agreement:
(1)
A limited liability company interest is assignable in whole or in part;
(2)
An assignment entitles the assignee to share in the profits and losses and to receive the distributions to which the assignor was entitled, to the extent assigned;
(3)
An assignment of a limited liability company interest does not of itself dissolve the limited liability company or entitle the assignee to participate in the management and affairs of the limited liability company or to become or exercise any rights of a member until admitted as a member pursuant to Code Section
14-11-505
;
(4)
Until the assignee of a limited liability company interest becomes a member, the assignor continues to be a member with respect to the assigned limited liability company interest, subject to the other members' right to remove the assignor pursuant to subparagraph (b)(3)(B) of Code Section
14-11-601
or subparagraph (b)(2)(B) of Code Section
14-11-601.1
;
(5)
Until the assignee of a limited liability company interest becomes a member, the assignee shall have no liability as a member solely as a result of the assignment;
(6)
A member who assigns his or her entire limited liability company interest ceases to be a member or to have the power to exercise any rights of a member when all of the assignees of his or her entire limited liability company interest become members with respect to the assigned limited liability company interest, subject to the other members' right to remove the assignor earlier pursuant to subparagraph (b)(3)(B) of Code Section
14-11-601
or subparagraph (b)(2)(B) of Code Section
14-11-601.1
; and
(7)
The pledge of, or granting of a security interest, lien, or other encumbrance in or against, any or all of the limited liability company interest of a member is not an assignment and shall not cause the member to cease to be a member or to cease to have the power to exercise any rights or powers of a member.
Amended by 2002 Ga. Laws 948, § 4, 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 5 - LIMITED LIABILITY COMPANY INTERESTS; ADMISSION OF MEMBERS (§§ 14-11-501 — 14-11-506) › Section 14-11-503 - Rights of assignee to become member

Except as otherwise provided in the articles of organization or a written operating agreement:
(1)
An assignee of a limited liability company interest may become a member only if the other members unanimously consent;
(2)
An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, any operating agreement, and this chapter;
(3)
An assignee who becomes a member is liable for the obligations to make contributions that are enforceable against his or her assignor under Code Section
14-11-402
, but he or she is not liable for:
(A)
The obligations of his or her assignor under Code Section
14-11-408
; or
(B)
Other obligations of his or her assignor (including obligations to make contributions) of which the assignee had no knowledge at the time he or she became a member and which could not be ascertained from the articles of organization or a written operating agreement; and
(4)
Whether or not an assignee of a limited liability company interest becomes a member, the assignor is not released from his or her liability to the limited liability company under Code Section
14-11-402
or Code Section
14-11-408
.
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 5 - LIMITED LIABILITY COMPANY INTERESTS; ADMISSION OF MEMBERS (§§ 14-11-501 — 14-11-506) › Section 14-11-504 - Rights of judgment creditor

(a)
On application to a court of competent jurisdiction by any judgment creditor of a member or of any assignee of a member, the court may charge the limited liability company interest of the member or such assignee with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the limited liability company interest. This chapter does not deprive any member of the benefit of any exemption laws applicable to his or her limited liability company interest.
(b)
The remedy conferred by this Code section shall not be deemed exclusive of others which may exist, including, without limitation, the right of a judgment creditor to reach the limited liability company interest of the member by process of garnishment served on the limited liability company, provided that, except as otherwise provided in the articles of organization or a written operating agreement, a judgment creditor shall have no right under this chapter or any other state law to interfere with the management or force dissolution of a limited liability company or to seek an order of the court requiring a foreclosure sale of the limited liability company interest.
Amended by 2009 Ga. Laws 38,§ 7, 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 5 - LIMITED LIABILITY COMPANY INTERESTS; ADMISSION OF MEMBERS (§§ 14-11-501 — 14-11-506) › Section 14-11-506 - Powers of estate of a deceased or incompetent member

Except as otherwise provided in the articles of organization or a written operating agreement, if a member who is an individual dies or a court of competent jurisdiction adjudges him or her to be incompetent to manage his or her person or his or her property, the member's executor, administrator, guardian, conservator, or other legal representative has all of the rights of an assignee of all of the member's limited liability company interest. Except as otherwise provided in the articles of organization or a written operating agreement, if the last member of a limited liability company dies or a court of competent jurisdiction adjudges him or her to be incompetent to manage his or her person or his or her property, the member's executor, administrator, guardian, conservator, or other legal representative shall become a member of the limited liability company, unless such executor, administrator, guardian, conservator, or other legal representative elects not to become a member by written notice given to the limited liability company within 90 days of such death or adjudication (or within such other period as is provided for in a written operating agreement).
Amended by 2009 Ga. Laws 38,§ 9, 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 14-11-604 - Winding up

(a)
Except as otherwise provided in the articles of organization or a written operating agreement, upon dissolution, the members or managers in whom management of the limited liability company was vested prior to dissolution may wind up a dissolved limited liability company's affairs, or, if there are no such members or managers at the time of or at any time after such dissolution, such persons as may be designated by the persons then entitled to receive a majority of all subsequent distributions, if any, from the limited liability company may wind up the limited liability company's affairs. For cause shown, the court may wind up a dissolved limited liability company's affairs on application of any member as to which an event of dissociation has not occurred, any such member's legal representative, or any such member's assignee, or if there is no such member, legal representative, or assignee, on application of any assignee of an interest in the limited liability company.
(b)
Except so far as may be appropriate to wind up the limited liability company's affairs or to complete transactions begun but not then finished, dissolution terminates all authority of every person to act for the limited liability company; provided, however, that, prior to the filing of a statement of commencement of winding up, the limited liability company shall be bound to any person who lacks knowledge of the dissolution with respect to any transaction which would bind the limited liability company if dissolution had not taken place.
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 14-11-605 - Distribution of assets

(a)
In connection with its winding up, a limited liability company shall (1) discharge, make provision to discharge, or dispose of pursuant to Code Sections
14-11-607
and
14-11-608
, its liabilities, and (2) subject to any applicable provisions in the articles of organization or a written operating agreement, distribute its remaining assets to its members.
(b)
To the extent a dissolved limited liability company does not discharge, make provision to discharge, or dispose of pursuant to Code Sections
14-11-607
and
14-11-608
a claim against it, such claim may be enforced:
(1)
Against the limited liability company, to the extent of its undistributed assets; or
(2)
Against each member receiving a distribution in winding up, to the extent of the assets so distributed to such member; provided that a member's total liability for all such claims shall not exceed the total amount of assets so distributed to him or her.
As respects any such claims, the limited liability company and its members shall have rights of contribution among themselves so as to produce, insofar as practicable, the effects that would have been produced had such claim been discharged by the limited liability company prior to any distribution to members.
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 14-11-606 - Statement of commencement of winding up

Upon dissolution, a statement of commencement of winding up may be delivered for filing to the Secretary of State by any person authorized to wind up the limited liability company's affairs. Such statement shall set forth:
(1)
The name of the limited liability company;
(2)
The fact that the limited liability company has dissolved and commenced its winding up activities; and
(3)
Any other provision, not inconsistent with law, that the persons charged with winding up the limited liability company's affairs elect to include.
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 14-11-607 - Known claims against dissolved limited liability company

(a)
A dissolved limited liability company that has filed a statement of commencement of winding up may dispose of the known claims against it by following the procedures described in this Code section.
(b)
The dissolved limited liability company may notify its known claimants in writing of the winding up proceedings at any time after the filing of the statement of commencement of winding up. The written notice must:
(1)
Describe information that the limited liability company determines must be included in a claim;
(2)
Provide a mailing address where a claim may be sent;
(3)
State the deadline, which may not be less than six months from the date of mailing of the written notice, by which the dissolved limited liability company must receive the claim;
(4)
State that the claim will be barred if not received by the deadline; and
(5)
State that the limited liability company will give notice of acceptance or rejection of all claims that are received in timely fashion within six months after the deadline for receipt of claims.
(c)
A claim against a dissolved limited liability company is barred:
(1)
If a claimant who was given written notice under subsection (b) of this Code section does not deliver the claim to the dissolved limited liability company by the deadline; or
(2)
If a claimant whose claim was rejected by the dissolved limited liability company does not commence a proceeding to enforce the claim within one year from the date of mailing of the rejection notice.
(d)
For purposes of this Code section, the term "claim" does not include a contingent liability or a claim based on an event occurring after the filing of the statement of commencement of winding up.