reglab/statecodes huggingface dataset:
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 2 - LIMITED PARTNERSHIPS FORMED PRIOR TO FEBRUARY 15, 1952 (§§ 14-9A-110 — 14-9A-130) › Section 14-9A-112 - Firm name

The business of a limited partnership may be conducted under a firm name in which the name of at least one of the partners is contained, to which may be added the word "company" or other general term to denote that there are special partners in the business, or under such firm or trade name as the partners may select; provided, however, that in all cases when the firm is a limited partnership, the firm name shall have added the word "limited" in parentheses so that all persons dealing with the partnership may know that the firm name identifies a limited partnership. The firm name shall be registered as a limited partnership with the clerk of the superior court as required by Part 3 of Article 16 of Chapter 1 of Title 10, which provides for the registration of trade names, partnership names, etc.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 2 - LIMITED PARTNERSHIPS FORMED PRIOR TO FEBRUARY 15, 1952 (§§ 14-9A-110 — 14-9A-130) › Section 14-9A-113 - Certificate of limited partnership - Contents

(a)
Persons desirous of forming a limited partnership shall make and severally sign, either themselves or by attorneys in fact, a certificate which shall contain:
(1)
The name of the firm under which such partnership is to be conducted;
(2)
The general nature of the business intended to be transacted;
(3)
The names of all the general and special partners, distinguishing which are general and which are special partners, and their respective places of residence;
(4)
The amount of capital which each special partner shall have contributed to the common stock; and
(5)
The time at which the partnership is to commence and the time at which it shall terminate.
(b)
If the certificate is signed by an attorney in fact, the power of attorney, duly authenticated, shall be recorded along with such certificate.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 2 - LIMITED PARTNERSHIPS FORMED PRIOR TO FEBRUARY 15, 1952 (§§ 14-9A-110 — 14-9A-130) › Section 14-9A-114 - Certificate of limited partnership - Acknowledgment

The certificate required under Code Section
14-9A-113
shall be acknowledged by the several persons signing the same, or their attorneys in fact, before a judge of the superior court or a judge of the probate court, magistrate, or notary public, and such acknowledgment shall be certified by the officer before whom the same is made.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 2 - LIMITED PARTNERSHIPS FORMED PRIOR TO FEBRUARY 15, 1952 (§§ 14-9A-110 — 14-9A-130) › Section 14-9A-115 - Certificate of limited partnership - Filing

The certificate and power of attorney in fact required under Code Section
14-9A-113
, so acknowledged and certified, shall be filed in the office of the clerk of the superior court of the county in which the principal place of business of the partnership shall be situated and shall be recorded by the clerk at large in a book to be kept for that purpose, open to public inspection. If the partnership shall have places of business situated in different counties, a transcript of the certificate and power of attorney and of the acknowledgments thereof, duly certified by the clerk in whose office they shall be filed, under his official seal, shall be filed and recorded in like manner in the office of the clerk of the superior court in every such county. The clerk for each registry required by this article shall be entitled to the sum of $5.00.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 2 - LIMITED PARTNERSHIPS FORMED PRIOR TO FEBRUARY 15, 1952 (§§ 14-9A-110 — 14-9A-130) › Section 14-9A-116 - Affidavits of capital paid in

At the time of filing the original certificate required under Code Section
14-9A-113
, with the evidence of the acknowledgment thereof, an affidavit or affidavits of the several general partners shall also be filed in the same office, stating that the sums specified in the certificate to have been contributed by each of the special partners to the common stock have been actually and in good faith paid in cash.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 2 - LIMITED PARTNERSHIPS FORMED PRIOR TO FEBRUARY 15, 1952 (§§ 14-9A-110 — 14-9A-130) › Section 14-9A-117 - [Repealed] Certified copies admissible in evidence

Repealed by 2011 Ga. Laws 52,§ 19, eff. 1/1/2013.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 2 - LIMITED PARTNERSHIPS FORMED PRIOR TO FEBRUARY 15, 1952 (§§ 14-9A-110 — 14-9A-130) › Section 14-9A-118 - Certificate and affidavit prerequisite to formation; effect of false statement

No limited partnership shall be deemed to have been formed until the certificate required under Code Section
14-9A-113
shall have been made, acknowledged, filed, and recorded, nor until an affidavit shall have been filed as directed by Code Section
14-9A-116
; and if any false statement shall be made in such certificate or affidavit, or if such partnership business shall be commenced before such certificate or affidavit is filed, all the persons interested in such partnership shall be liable for all the engagements thereof as general partners.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 2 - LIMITED PARTNERSHIPS FORMED PRIOR TO FEBRUARY 15, 1952 (§§ 14-9A-110 — 14-9A-130) › Section 14-9A-119 - Publication of terms of partnership; affidavits of publication as evidence

(a)
The partners shall publish the terms of the partnership, when registered, for at least six weeks immediately after such registry in at least two newspapers published in the county in which the place of business is situated, provided there are two newspapers published in such county. If only one newspaper is published in such county, then the terms shall be published in that newspaper. If no newspaper is published in the county in which the business is to be transacted, the notice shall be published in the newspaper in which the sheriff advertises.
(b)
If such publication shall not be made within two months from the filing of such certificate and affidavit, the partnership shall be deemed general.
(c)
Affidavits of the publication of such notice by the printers, publishers, or editors of the newspapers in which the same shall be published may be filed in the office of the clerk of the superior court in which the certificate has been filed and shall be evidence of the facts therein contained.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 2 - LIMITED PARTNERSHIPS FORMED PRIOR TO FEBRUARY 15, 1952 (§§ 14-9A-110 — 14-9A-130) › Section 14-9A-120 - Renewal or continuance of partnership

Every renewal or continuance of a limited partnership beyond the time fixed for its duration shall be certified, acknowledged, and recorded; an affidavit of a general partner shall be made and filed; notice shall be given in the manner required in this article for its original formation; and every such partnership which shall be otherwise renewed or continued shall be deemed a general partnership.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 2 - LIMITED PARTNERSHIPS FORMED PRIOR TO FEBRUARY 15, 1952 (§§ 14-9A-110 — 14-9A-130) › Section 14-9A-121 - Dissolution - Effect of changes in firm name, capital, or death of partner

(a)
Except as provided in this Code section, every change made in the firm name of the general partners, in the nature of the business, or in the capital or shares thereof contributed, held, or owned or to be contributed, held, or owned by any of the special partners, or the death of any partner, whether general or special, shall dissolve the limited partnership, or if such partnership is continued, shall constitute such partnership a general partnership in respect to all business transacted after such alterations or death, unless the articles of partnership shall provide that in the event of the death of a partner the partnership may be continued by the survivors. If the articles so provide, the partnership shall be so continued with the consent of the personal representative of the deceased partner, and the personal representative may succeed to the partnership rights of such deceased partner and continue the business as if such partner had remained alive.
(b)
Any special partner may from time to time increase the amount of capital stock contributed, held, or owned by him; or one or more special partners may be added to the partnership on actually paying in an additional amount of capital, to be agreed on by the general and special partners, and on filing in the office of the clerk with whom the original certificate was filed an additional certificate of the general partners, in the partnership name, verified by the oath of one of them, stating the increase of capital stock and by whom, the names and residences of such additional special partners and whether of legal age, and the amounts contributed by each to the common stock, together with the affidavit of one or more of the general partners stating that the amounts specified in such additional certificates have been actually and in good faith paid in cash. Such alteration shall not make the partnership general. No additional publication of the terms of the partnership nor of the alteration thereof is required in any of such cases.
(c)
Any special partner or the legal representative of any such deceased special partner may sell his interest in the partnership or any portion thereof without working a dissolution thereof or rendering the partnership general, if a notice of such sale is filed within ten days thereafter in the office of the clerk with whom the original certificate of partnership was filed; and the purchaser thereof shall thereupon become a special partner with the same rights as an original special partner.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 2 - LIMITED PARTNERSHIPS FORMED PRIOR TO FEBRUARY 15, 1952 (§§ 14-9A-110 — 14-9A-130) › Section 14-9A-122 - Dissolution - By acts of partners; notice required

(a)
No dissolution of a limited partnership by the acts of the partners shall take place prior to the time specified in the original certificate or the certificate of renewal until a notice of such intended dissolution, signed by all the partners or their representatives, has been filed and recorded in the clerk's office in which the original certificate was recorded and published at least once a week for four weeks in a newspaper printed in each of the counties where the partnership has places of business. If no newspaper is printed in such counties, the notice shall be published for four weeks in the newspapers in which the sheriffs of such counties advertise.
(b)
Nothing contained in this Code section shall be construed to affect the collection of any demand against any of the special partners which may have been contracted prior to the commencement of such limited partnership.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 2 - LIMITED PARTNERSHIPS FORMED PRIOR TO FEBRUARY 15, 1952 (§§ 14-9A-110 — 14-9A-130) › Section 14-9A-123 - Powers of general and special partners

(a)
Only the general partners shall be authorized to transact business, sign for the partnership, and bind the partnership.
(b)
A special partner may at any time examine the conditions and progress of the partnership concerns, advise as to the management of the same, and, when the general partner or partners may be rendered incompetent to act because of illness, temporary absence, or other cause, direct and control the business of the partnership with the authority of a general partner; provided, however, such special partner, before assuming such direction and control, shall place in a position easily seen by all parties dealing with said partnership a placard or sign indicating which of the partners of the firm are general partners and which are special partners; otherwise the special partner or partners shall not transact any business on account of the said partnership nor be employed for that purpose as agent or in any capacity akin thereto. If, contrary to this Code section, a special partner shall in any manner interfere with the business and affairs of the partnership, he shall be deemed a general partner; provided, however, a special partner may act as the attorney or counselor at law for the partnership without becoming liable as a general partner.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 2 - LIMITED PARTNERSHIPS FORMED PRIOR TO FEBRUARY 15, 1952 (§§ 14-9A-110 — 14-9A-130) › Section 14-9A-124 - Repayment of contribution of special partner prohibited; payment of interest and profits to special partner

(a)
No part of the sum which any special partner shall have contributed to the capital stock shall be withdrawn by him or paid or transferred to him in the shape of dividends, profits, or otherwise at any time during the continuance of the partnership, but any partner may annually receive lawful interest on the sum so contributed by him, if the payment of such interest shall not reduce the original amount of such capital. If, after the payment of such interest, any profits shall remain to be divided, he may also receive his portion of such profits, but shall not be liable for any debts previously contracted by the general partners.
(b)
If it shall appear that, by the payment of interest or profits to any special partner, the original capital has been reduced, or the firm shall be unable to pay its debts, the partner receiving the same shall be bound to restore the interest or profits received by him necessary to make good his original share of the original stock.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 2 - LIMITED PARTNERSHIPS FORMED PRIOR TO FEBRUARY 15, 1952 (§§ 14-9A-110 — 14-9A-130) › Section 14-9A-125 - Priority of special partners

In case of the insolvency or bankruptcy of the partnership, no special partner shall, under any circumstances, be allowed to claim as a creditor until the claims of all the other creditors of the partnership shall be satisfied.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 2 - LIMITED PARTNERSHIPS FORMED PRIOR TO FEBRUARY 15, 1952 (§§ 14-9A-110 — 14-9A-130) › Section 14-9A-126 - Parties to actions

Actions brought by limited partnerships shall be in the name or names of the general partners only. Actions brought against limited partnerships shall be brought against the general partners only, except in cases where the special partners are liable in the same manner as general partners. In such cases, actions may be brought against all the partners jointly or severally; or any one or more of the special partners may be subject to liability in the same action with the general partners.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 2 - LIMITED PARTNERSHIPS FORMED PRIOR TO FEBRUARY 15, 1952 (§§ 14-9A-110 — 14-9A-130) › Section 14-9A-127 - Liability of general partners for management of firm

The general partners of a limited partnership shall be liable, both in law and equity, to each other and to the special partners for their management of the business of the firm as other partners are liable.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 2 - LIMITED PARTNERSHIPS FORMED PRIOR TO FEBRUARY 15, 1952 (§§ 14-9A-110 — 14-9A-130) › Section 14-9A-128 - Liability of partners for fraud

Every partner who shall be guilty of any fraud in the affairs or business of the partnership shall be liable civilly to the party injured to the extent of his damage.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 2 - LIMITED PARTNERSHIPS FORMED PRIOR TO FEBRUARY 15, 1952 (§§ 14-9A-110 — 14-9A-130) › Section 14-9A-129 - Fraudulent sale, assignment, or transfer of property void

(a)
Every sale, assignment, or transfer of any of the property or effects of a limited partnership made by such partnership when insolvent or in contemplation of insolvency or made after or in contemplation of the insolvency of any partner, with the intent of giving a preference to any creditor of such partnership or insolvent partner over other creditors of such partnership or insolvent partner; and every judgment confessed, lien created, or security given by such partnership under the like circumstances and with the like intent shall be void as against the creditors of such partnership.
(b)
Every such sale, assignment, or transfer of any of the property or effects of a general or special partner who may have become liable as a general partner made by such general or special partner when insolvent or in contemplation of insolvency or made after or in contemplation of the insolvency of the partnership, with the intention of giving to any creditor of his own, or of the partnership, a preference over creditors of the partnership; and every judgment confessed, lien created, or security given by any such partner under like circumstances and with like intent shall be void as against the creditors of the partnership.
(c)
Any special partner who shall violate any provision of subsections (a) and (b) of this Code section or who shall concur in, or assent to, any such violation by the partnership or by any individual partner shall be liable as a general partner.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 2 - LIMITED PARTNERSHIPS FORMED PRIOR TO FEBRUARY 15, 1952 (§§ 14-9A-110 — 14-9A-130) › Section 14-9A-130 - Penalty for fraud

Every partner who shall work any fraud in the affairs or business of a limited partnership shall be guilty of a misdemeanor.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 10 - PROFESSIONAL ASSOCIATIONS (§§ 14-10-1 — 14-10-18) › Section 14-10-1 - Short title

This chapter shall be known and may be cited as "The Georgia Professional Association Act."
Amended by 2017 Ga. Laws 275,§ 14, eff. 5/9/2017.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 10 - PROFESSIONAL ASSOCIATIONS (§§ 14-10-1 — 14-10-18) › Section 14-10-2 - Definitions

As used in this chapter, the term:
(1)
"Professional association" means an unincorporated association, as distinguished from a partnership, organized under this chapter for the purpose of rendering one type of professional service.
(2)
"Professional service" means the personal services rendered by attorneys at law and any type of professional service which may be legally performed only pursuant to a license from a board pursuant to Title 43, for example, the personal services rendered by certified public accountants, chiropractors, dentists, osteopaths, physicians and surgeons, and podiatrists (chiropodists).
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 10 - PROFESSIONAL ASSOCIATIONS (§§ 14-10-1 — 14-10-18) › Section 14-10-3 - Persons entitled to form association; purpose; limitation to one type of professional service

Any two or more persons duly licensed to practice a profession under the laws of this state may form a professional association, as distinguished from a partnership and a corporation, by associating themselves for the purpose of carrying on a profession and dividing the gains therefrom upon compliance with the terms of this chapter. No professional association organized pursuant to this chapter shall render professional service in more than one type of professional service.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 10 - PROFESSIONAL ASSOCIATIONS (§§ 14-10-1 — 14-10-18) › Section 14-10-4 - Formation

(a)
Articles of association.
(1)
Filing; contents.
To form a professional association, such persons shall execute and file articles of association in the office of the clerk of the superior court in the county in which the association's principal office is located. Articles of association may contain any provision not in violation of law or the public policy of this state as the members of the association may decide.
(2)
Recording; fees.
The clerk shall record the articles of association and any amendments thereto or instruments of dissolution thereof in the same manner as required for articles of incorporation and shall receive a fee as required by paragraph (1) of subsection (g) of Code Section
15-6-77
. Articles shall not be required to be published or recorded elsewhere. Such record of the articles, when so recorded, shall be notice of the articles to the world as well as to all parties dealing with such association.
(3)
Amendment; dissolution.
The articles may be amended or dissolved at any time by agreement of two-thirds of the members at any regular meeting or at a special meeting called for that purpose and upon filing the amendment or instrument of dissolution in the same place or places as the original article of association.
(b)
Name.
The persons forming the association shall adopt such name for the association as they in their discretion may determine; but the name selected shall be followed by the words "Professional Association" or the abbreviation "P.A."
Amended by 2011 Ga. Laws 105,§ 6, eff. 7/1/2011.
Amended by 2010 Ga. Laws 360,§ 1-36, eff. 5/12/2010.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 10 - PROFESSIONAL ASSOCIATIONS (§§ 14-10-1 — 14-10-18) › Section 14-10-5 - Business other than rendering professional service prohibited; investments and ownership of property

A professional association may be organized only for the purpose of rendering one specific kind of professional service and shall not engage in any business other than rendering the professional service for which it was organized. However, it may invest its funds in real estate, mortgages, stocks, bonds, or any other type of investment and may own real or personal property necessary or appropriate for rendering its professional service.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 10 - PROFESSIONAL ASSOCIATIONS (§§ 14-10-1 — 14-10-18) › Section 14-10-6 - Professional services to be rendered only by licensed officers, employees, and agents; "employee" defined

A professional association may render professional service only through officers, employees, and agents who are themselves duly licensed or otherwise legally authorized to render professional service within this state. The term "employee" as used in this Code section does not include clerks, bookkeepers, technicians, nurses, or other individuals who are not usually and ordinarily considered by custom and practice to be rendering professional services for which a license or other legal authorization is required in connection with the profession practiced by a particular professional association; nor does the term "employee" include any other person who performs all his employment under the direct supervision and control of an officer, agent, or employee who is himself rendering professional service to the public on behalf of the professional association; but no person shall, under the guise of employment, practice a profession unless duly licensed to practice that profession under the laws of this state.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 10 - PROFESSIONAL ASSOCIATIONS (§§ 14-10-1 — 14-10-18) › Section 14-10-7 - Relationship between person rendering and person receiving professional service; liability of members for debts of or claims against association

(a)
This chapter does not modify any law applicable to the relationship between a person furnishing and a person receiving professional service, including liability arising out of such professional service and including the confidential relationship between the person rendering and the person receiving such professional service, if any. All confidential relationships enjoyed under the laws of this state prior to April 5, 1961, or enacted thereafter shall remain inviolate.
(b)
Subject to subsection (a) of this Code section, the members or shareholders of any professional association organized pursuant to this chapter shall not be individually liable for the debts of, or claims against, the professional association unless such member or shareholder has personally participated in the transaction for which the debt or claim is made or out of which it arises.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 10 - PROFESSIONAL ASSOCIATIONS (§§ 14-10-1 — 14-10-18) › Section 14-10-8 - Management

(a)
Board of governors; officers.
A professional association organized pursuant to this chapter shall be governed by a board of governors elected by the members or shareholders and represented by officers elected by the board of governors so that centralization of management will be assured and no member shall have the power to bind the association within the scope of the association's business or profession merely by virtue of his being a member or shareholder of the association. Members of the board of governors need not be members or shareholders of the professional association. Officers, with the exception of the president, need not be members of the board of governors. No officer or member of the board of governors who is not duly licensed to practice the profession for which the professional association was organized shall participate in any decisions constituting the practice of said profession. The officers of the association shall include a president, vice-president, secretary, treasurer, and such other officers as the board of governors may determine. Any one person may serve in more than one office, except that the president and the secretary of the professional association shall not be the same person.
(b)
Bylaws.
The members may adopt such bylaws as they may deem proper, or the power to promulgate bylaws of the association may be delegated by the articles of association to the board of governors of the professional association as the members or shareholders may decide.
(c)
Voting.
Each member or shareholder shall have such power to cast such vote or votes at the meeting of the members or shareholders as the articles of association shall provide.
(d)
Agents and employees.
The officers of the professional association may employ such agents or employees of the association as they may deem advisable, subject to Code Section
14-10-6
.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 10 - PROFESSIONAL ASSOCIATIONS (§§ 14-10-1 — 14-10-18) › Section 14-10-9 - Continuity of existence independent of status or acts of members

Unless the articles of association expressly provide otherwise, a professional association shall continue as a separate entity independent of its members or shareholders, for all purposes for such period of time as provided in the articles, or until dissolved by a vote of two-thirds of the members. An association shall continue notwithstanding the death, insanity, incompetency, conviction for felony, resignation, withdrawal, transfer of membership or ownership of shares, retirement, or expulsion of any one or more of the members or shareholders; the admission of or transfer of membership or shares to any new member or members or shareholder or shareholders; or the happening of any other event, which under the law of this state and under like circumstances would work a dissolution of a partnership, it being the aim and intention of this Code section that such professional association shall have continuity of life independent of the life or status of its members or shareholders. No member or shareholder of a professional association shall have the power to dissolve the association by his independent act of any kind.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 10 - PROFESSIONAL ASSOCIATIONS (§§ 14-10-1 — 14-10-18) › Section 14-10-10 - Ownership

(a)
Stock-type and nonstock associations.
A professional association organized pursuant to this chapter may issue stock or certificates evidencing ownership of an interest in the assets of the professional association to its members; the association may be a nonstock organization with the members owning no individual interest in the assets of the association but with the rights and duties specified in the articles of association; or the association may be a nonstock organization with the members owning undivided interests in the assets of the association according to the articles of association.
(b)
Transferability.
The stock or certificates of ownership, if a stock-type association or a membership in a nonstock association, shall be freely transferable except as may be lawfully restricted in the articles of association.
(c)
Shareholders and members.
A professional association may issue its capital stock if it is a stock-type association or accept as members of the professional association, if a nonstock association, only persons who are duly licensed or otherwise legally authorized to render the same professional service as that for which the professional association was organized.
(d)
Estate of deceased shareholder or member.
Subject to the articles of association, the estate of a member or shareholder who was a person duly licensed or otherwise legally authorized to render the same professional service as that for which the professional association was organized may continue to hold stock or membership pursuant to the articles of association for a reasonable period of administration of the estate, but shall not be authorized to participate in any decisions concerning the rendering of professional service.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 10 - PROFESSIONAL ASSOCIATIONS (§§ 14-10-1 — 14-10-18) › Section 14-10-11 - Severance of connection with association required upon legal disqualification of member to render professional service; effect of failure to comply

If any member, shareholder, agent, or employee of a professional association becomes legally disqualified to render a professional service within this state or accepts employment or is elected to a public office which, pursuant to existing law, is a restriction or limitation upon the rendering of professional service, he shall sever all employment with, or financial interest in, such professional association forthwith. A professional association's failure to comply or require compliance with this requirement shall be a ground for the forfeiture of its right to render professional service as a professional association pursuant to this chapter. When a professional association's failure to comply with this requirement is brought to the attention of the Secretary of State, the Secretary of State shall certify that fact to the Attorney General for appropriate action to dissolve the professional association.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 10 - PROFESSIONAL ASSOCIATIONS (§§ 14-10-1 — 14-10-18) › Section 14-10-12 - Valuation of membership or shares of deceased, retired, expelled, or disqualified member or shareholder

If the articles of association or bylaws of a professional association fail to fix a price at which a professional association or its members or shareholders may purchase the membership or shares of a deceased, retired, expelled, or disqualified member or shareholder, and if the articles of association or bylaws do not otherwise provide, then the price for such membership or shares shall be the book value of such membership or shares at the end of the month immediately preceding the death or disqualification of the member or shareholder. Book value shall be determined by an independent certified public accountant employed for such purpose from the books and records of the professional association by the regular method of accounting employed by the professional association. The determination by the certified public accountant of book values shall be conclusive on the professional association and its members or shareholders.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 10 - PROFESSIONAL ASSOCIATIONS (§§ 14-10-1 — 14-10-18) › Section 14-10-14 - Limitation on sale or transfer of membership or shares

A member or shareholder of a professional association may sell or transfer his membership or shares in such professional association only to another individual who is duly licensed or otherwise legally authorized to render the same professional services as those for which the association was organized.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 10 - PROFESSIONAL ASSOCIATIONS (§§ 14-10-1 — 14-10-18) › Section 14-10-15 - Distribution of assets following dissolution

In the event of dissolution of a stock-type professional association, the board of governors, as trustees of the property of such professional association, shall apply the assets first to the payment of debts of the association and, secondly, to the holders of the stock as provided in the articles of association. In the event of dissolution of a nonstock association, the assets shall be distributed or sold and the net proceeds distributed first to the payment of debts of the association and, secondly, to or among the members of the association as the articles of association shall provide.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 10 - PROFESSIONAL ASSOCIATIONS (§§ 14-10-1 — 14-10-18) › Section 14-10-16 - Powers generally; assets not liable to attachment for debts of members or shareholders

A professional association organized pursuant to this chapter may contract in its own name, take, hold, and sell real and personal property in its own name, independent of its members, and sue and be sued as an independent entity as provided by law. Any conveyance in the name of the professional association to a third person executed by the president and attested by the secretary shall be conclusively presumed to be properly executed and shall divest all right, title, and interest of the professional association, its members, and the board of governors thereof. The assets of a professional association shall not be liable to attachment for the individual debts of its members or shareholders.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 10 - PROFESSIONAL ASSOCIATIONS (§§ 14-10-1 — 14-10-18) › Section 14-10-17 - Actions by or against associations

Code Sections
9-2-24
and
9-2-25
are incorporated by reference and shall govern professional associations organized pursuant to this chapter in all respects as contained therein.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 10 - PROFESSIONAL ASSOCIATIONS (§§ 14-10-1 — 14-10-18) › Section 14-10-18 - Applicability of corporation laws; inapplicability of partnership laws

A professional association organized pursuant to this chapter shall be governed generally by all laws governing or applying to corporations, where applicable, and not in conflict with this chapter; and no such association shall be held or deemed to be a partnership nor shall such association be governed by laws relating to partnerships.
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 1 - GENERAL PROVISIONS (§§ 14-11-100 — 14-11-102) › Section 14-11-100 - Short title

This chapter shall be known and may be cited as the "Georgia Limited Liability Company Act."
Amended by 2017 Ga. Laws 275,§ 14, eff. 5/9/2017.
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 1 - GENERAL PROVISIONS (§§ 14-11-100 — 14-11-102) › Section 14-11-102 - Evidence of filing

A certificate attached to a copy of a document or electronic transmission filed by the Secretary of State, bearing his or her signature, which may be in facsimile, and the printed or embossed seal of this state, or its electronic equivalent, is prima-facie evidence that the original document has been filed with the Secretary of State.
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 14-11-201 - Purpose

(a)
A limited liability company may be formed under this chapter for any lawful purpose. If the purpose for which a limited liability company is formed makes it subject to a special provision of law, the limited liability company shall also comply with that provision.
(b)
A limited liability company formed under this chapter has, unless a more limited purpose is set forth in the articles of organization or a written operating agreement, the purpose of engaging in any lawful activity.
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 14-11-202 - Powers

Each limited liability company formed in this state shall have the same powers as any person has to do all things necessary to carry out its purpose, business, and affairs.
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 14-11-203 - Formation

(a)
One or more persons may act as the organizer or organizers of a limited liability company by delivering articles of organization to the Secretary of State for filing and supplying to the Secretary of State, in such form as the Secretary of State may require, the following information:
(1)
The name and address of each organizer;
(2)
The street address and county of the limited liability company's initial registered office and the name of its initial registered agent at that office; and
(3)
The mailing address of the limited liability company's principal place of business.
(b)
An organizer need not be a member of the limited liability company at the time of formation or thereafter.
(c)
A limited liability company is formed when the articles of organization become effective pursuant to Code Section
14-11-206
.
(d)
The Secretary of State's filing of the articles of organization is conclusive proof that the organizers satisfied all conditions precedent to formation, except in a proceeding by the state to cancel or revoke the formation.
(e)
During any period when a limited liability company has any members it may have one or more members.
Amended by 2009 Ga. Laws 38,§ 2, 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 2 - FORMATION (§§ 14-11-201 — 14-11-212) › Section 14-11-204 - Articles of organization

(a)
The articles of organization shall set forth the name of the limited liability company, which name must satisfy the requirements of Code Section
14-11-207
.
(b)
The articles of organization may set forth:
(1)
That management of the limited liability company is vested in one or more managers; and
(2)
Any other provisions not inconsistent with law.
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 14-11-205 - Execution of documents

(a)
Unless otherwise specified in any other Code section of this chapter, any document required or permitted by this chapter to be delivered to the Secretary of State for filing shall be executed:
(1)
By any member;
(2)
By any manager if management of the limited liability company is vested in one or more managers;
(3)
By any organizer if the limited liability company has been formed but it has no members or managers; or
(4)
If the limited liability company is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
(b)
The person executing the document shall sign it and state beneath or opposite his or her signature his or her name and the capacity in which he or she signs.
(c)
The person executing the document may do so as an attorney-in-fact. Powers of attorney relating to the execution of the document do not need to be shown to or filed with the Secretary of State.
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 14-11-207 - Name

(a)
The name of each limited liability company shall be as set forth in its articles of organization and:
(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 abbreviation "L.L.C.", "LLC", "L.C." or "LC";
(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; and
(3)
Shall not in any instance exceed 80 characters, including spaces and punctuation.
(b)
This chapter does not control the use of fictitious or trade names. Issuance of a name under this chapter means that the name is distinguishable for filing purposes on the records of the Secretary of State pursuant to paragraph (2) of subsection (a) of this Code section. Issuance of a limited liability company name does not affect the commercial availability of the name.
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 14-11-208 - Reservation of name; transfer of reserved name

(a)
A person may apply to reserve a name for the purpose of forming a limited liability company by paying the fee specified in Code Section
14-11-1101
. If the Secretary of State finds that the limited liability company name applied for is available, he or she shall reserve the name for the applicant's use for 30 days or until articles of organization are filed, whichever is sooner. If the Secretary of State finds that the name applied for is not distinguishable for filing purposes upon the records of the Secretary of State, he or she shall notify the applicant who may then submit another reservation request within ten days of the date of the rejection notice without payment of an additional reservation fee.
(b)
Upon expiration of a name reservation after 30 days without the filing of articles of organization, the name may again be reserved for another 30 day period by the same or another applicant under the same guidelines of subsection (a) of this Code section.
(c)
A person who has in effect a name reservation under subsection (a) of this Code section may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee.
Amended by 2003 Ga. Laws 385, § 7, eff. 7/1/2003.
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 2 - FORMATION (§§ 14-11-201 — 14-11-212) › Section 14-11-210 - Amendment of articles of organization; restatement

(a)
A limited liability company amending its articles of organization shall deliver to the Secretary of State for filing articles of amendment setting forth:
(1)
The name of the limited liability company;
(2)
The date the articles of organization were filed;
(3)
The amendment to the articles of organization; and
(4)
The effective date and time of the amendment if later than the date and time the articles of amendment are filed.
(b)
The articles of organization may be amended in any and as many respects as may be desired so long as the articles of organization as amended contain only provisions that may be lawfully contained in articles of organization at the time of making the amendment.
(c)
Articles of organization may be restated to include only those provisions then in effect, or amended and so restated, at any time. Restated articles of organization shall be delivered to the Secretary of State for filing and shall be specifically designated as such in the heading.