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).
History. Code 1981, § 14-11-506 , enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2009, p. 108, § 9/HB 308.
Law reviews.
For annual survey on business associations, see 61 Mercer L. Rev. 45 (2009).
For article, “2015 Georgia Corporation and Business Organization Case Law Developments,” see 21 Ga. St. B. J. 30 (Apr. 2016).
Structure Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 11 - Limited Liability Companies
Article 5 - Limited Liability Company Interests; Admission of Members
§ 14-11-501. Nature of Limited Liability Company Interest
§ 14-11-502. Assignment of Limited Liability Company Interest
§ 14-11-503. Rights of Assignee to Become Member
§ 14-11-504. Rights of Judgment Creditor
§ 14-11-505. Admission of Members
§ 14-11-506. Powers of Estate of a Deceased or Incompetent Member