Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 11 - Limited Liability Companies

Article 1 - General Provisions

§ 14-11-100. Short Title - This chapter shall be known and may be cited as...

§ 14-11-101. Definitions - As used in this chapter, unless the context otherwise requires,...

§ 14-11-102. Evidence of Filing - A certificate attached to a copy of a document or...

Article 2 - Formation

§ 14-11-201. Purpose - History. Code 1981, § 14-11-201 , enacted by Ga. L....

§ 14-11-202. Powers - Each limited liability company formed in this state shall have...

§ 14-11-203. Formation - History. Code 1981, § 14-11-203 , enacted by Ga. L....

§ 14-11-204. Articles of Organization - History. Code 1981, § 14-11-204 , enacted by Ga. L....

§ 14-11-205. Execution of Documents - History. Code 1981, § 14-11-205 , enacted by Ga. L....

§ 14-11-206. Filing by the Secretary of State - History. Code 1981, § 14-11-206 , enacted by Ga. L....

§ 14-11-207. Name - History. Code 1981, § 14-11-207 , enacted by Ga. L....

§ 14-11-209. Registered Office and Registered Agent - History. Code 1981, § 14-11-209 , enacted by Ga. L....

§ 14-11-210. Amendment of Articles of Organization; Restatement - History. Code 1981, § 14-11-210 , enacted by Ga. L....

§ 14-11-211. Correcting Filed Document - History. Code 1981, § 14-11-211 , enacted by Ga. L....

§ 14-11-212. Conversion to Limited Liability Company - History. Code 1981, § 14-11-212 , enacted by Ga. L....

Article 3 - Agency; Management; Duties; Liability

§ 14-11-301. Agency of Members and Managers - History. Code 1981, § 14-11-301 , enacted by Ga. L....

§ 14-11-302. Limitations on Authority to Convey Real Property - Limitations on the authority of any or all members or...

§ 14-11-303. Liability to Third Parties - History. Code 1981, § 14-11-303 , enacted by Ga. L....

§ 14-11-304. Management - History. Code 1981, § 14-11-304 , enacted by Ga. L....

§ 14-11-305. Duties - In managing the business or affairs of a limited liability...

§ 14-11-306. Indemnification - Subject to such standards and restrictions, if any, as are...

§ 14-11-307. Conflicting Interest Transactions - History. Code 1981, § 14-11-307 , enacted by Ga. L....

§ 14-11-308. Approval Rights of Members and Managers - History. Code 1981, § 14-11-308 , enacted by Ga. L....

§ 14-11-309. Action Without Meeting - Except as otherwise provided in the articles of organization or...

§ 14-11-310. Meetings - History. Code 1981, § 14-11-310 , enacted by Ga. L....

§ 14-11-311. Notice - Except as otherwise provided in the articles of organization or...

§ 14-11-312. Waiver of Notice - Except as otherwise provided in the articles of organization or...

§ 14-11-313. Records and Information - Except as otherwise provided in the articles of organization or...

§ 14-11-314. Professional Relationships - This chapter does not alter any law applicable to the...

Article 4 - Finance

§ 14-11-401. Contributions to Capital - A contribution to the capital of a limited liability company...

§ 14-11-402. Liability for Contribution - History. Code 1981, § 14-11-402 , enacted by Ga. L....

§ 14-11-403. Allocation of Profits and Losses - The profits and losses, and each item thereof, of a...

§ 14-11-404. Distributions - A member shall be entitled to receive distributions from a...

§ 14-11-405. Distributions Upon Event of Dissociation - History. Code 1981, § 14-11-405 , enacted by Ga. L....

§ 14-11-406. Distributions in Kind - Except as provided in the articles of organization or a...

§ 14-11-407. Restrictions on Making Distributions - History. Code 1981, § 14-11-407 , enacted by Ga. L....

§ 14-11-408. Liability Upon Wrongful Distribution - History. Code 1981, § 14-11-408 , enacted by Ga. L....

§ 14-11-409. Right to Distribution - At the time a member becomes entitled to receive a...

Article 5 - Limited Liability Company Interests; Admission of Members

§ 14-11-501. Nature of Limited Liability Company Interest - History. Code 1981, § 14-11-501 , enacted by Ga. L....

§ 14-11-502. Assignment of Limited Liability Company Interest - Except as otherwise provided in the articles of organization or...

§ 14-11-503. Rights of Assignee to Become Member - Except as otherwise provided in the articles of organization or...

§ 14-11-504. Rights of Judgment Creditor - History. Code 1981, § 14-11-504 , enacted by Ga. L....

§ 14-11-505. Admission of Members - History. Code 1981, § 14-11-505 , enacted by Ga. L....

§ 14-11-506. Powers of Estate of a Deceased or Incompetent Member - Except as otherwise provided in the articles of organization or...

Article 6 - Events of Dissociation, Withdrawal, and Dissolution

§ 14-11-601. Events of Dissociation - History. Code 1981, § 14-11-601 , enacted by Ga. L....

§ 14-11-601.1. Events Resulting in Cessation of Membership - History. Code 1981, § 14-11-601.1 , enacted by Ga. L....

§ 14-11-602. Dissolution - Any amendment or other action contemplated by paragraph (1) or...

§ 14-11-603. Judicial and Administrative Dissolution; Reservation of Name - If the Secretary of State determines that the application contains...

§ 14-11-604. Winding Up - History. Code 1981, § 14-11-604 , enacted by Ga. L....

§ 14-11-605. Distribution of Assets - As respects any such claims, the limited liability company and...

§ 14-11-606. Statement of Commencement of Winding Up - Upon dissolution, a statement of commencement of winding up may...

§ 14-11-607. Known Claims Against Dissolved Limited Liability Company - History. Code 1981, § 14-11-607 , enacted by Ga. L....

§ 14-11-608. Unknown Claims Against Dissolved Limited Liability Company - History. Code 1981, § 14-11-608 , enacted by Ga. L....

§ 14-11-609. Manner of Publication of Request for Claims - A limited liability company seeking to publish a request for...

§ 14-11-610. Certificate of Termination - A dissolved limited liability company may deliver to the Secretary...

§ 14-11-611. Execution of Deeds or Other Instruments by Signing - Deeds or other instruments requiring execution after the filing of...

Article 7 - Foreign Limited Liability Companies

§ 14-11-701. Law Applicable to Foreign Limited Liability Companies - History. Code 1981, § 14-11-701 , enacted by Ga. L....

§ 14-11-702. Requirement for Certificate of Authority; Application; Activities Not Considered Transacting Business in This State - History. Code 1981, § 14-11-702 , enacted by Ga. L....

§ 14-11-703. Registered Office and Registered Agent; Requirement and Qualifications; Change of Office or Agent; Resignation of Agent; Service on Secretary of State; Venue - History. Code 1981, § 14-11-703 , enacted by Ga. L....

§ 14-11-704. Issuance of Certificate of Authority - History. Code 1981, § 14-11-704 , enacted by Ga. L....

§ 14-11-705. Name - History. Code 1981, § 14-11-705 , enacted by Ga. L....

§ 14-11-706. Amended Certificate Required for Change of Name or Jurisdiction of Organization; Foreign Limited Liability Company Converting to Foreign Limited Partnership or Foreign Corporation - The Secretary of State shall adjust its records accordingly. The...

§ 14-11-707. Certificate of Withdrawal; Application; Service After Withdrawal - History. Code 1981, § 14-11-707 , enacted by Ga. L....

§ 14-11-708. Revocation of Certificate; Grounds - The Secretary of State may commence a proceeding under Code...

§ 14-11-709. Revocation of Certificate; Notice to Company; Issuance and Effect of Certificate of Revocation; Service After Revocation - History. Code 1981, § 14-11-709 , enacted by Ga. L....

§ 14-11-710. Appeal of Revocation of Certificate - History. Code 1981, § 14-11-710 , enacted by Ga. L....

§ 14-11-711. Failure of Company to Procure Certificate; Effect; Penalty - History. Code 1981, § 14-11-711 , enacted by Ga. L....

§ 14-11-712. Action to Restrain Company in Violation of Chapter - The Attorney General may maintain an action to restrain a...

Article 8 - Derivative Actions

§ 14-11-801. Right of Member to Bring Derivative Action - A member may commence a derivative action in the right...

§ 14-11-802. Complaint - In a derivative action, the complaint must set forth with...

§ 14-11-803. Stay of Proceedings - If the limited liability company commences an inquiry into the...

§ 14-11-804. Discontinuance or Settlement - Except as otherwise provided by the articles of organization or...

§ 14-11-805. Dismissal - History. Code 1981, § 14-11-805 , enacted by Ga. L....

§ 14-11-806. Expenses - History. Code 1981, § 14-11-806 , enacted by Ga. L....

§ 14-11-807. Applicability to Foreign Limited Liability Companies - In any derivative action in the right of a foreign...

Article 9 - Merger

§ 14-11-901. Merger - History. Code 1981, § 14-11-901 , enacted by Ga. L....

§ 14-11-902. Plan of Merger - History. Code 1981, § 14-11-902 , enacted by Ga. L....

§ 14-11-903. Approval of Merger - History. Code 1981, § 14-11-903 , enacted by Ga. L....

§ 14-11-904. Articles of Merger - After a plan of merger is approved as provided in...

§ 14-11-905. Effects of Merger - History. Code 1981, § 14-11-905 , enacted by Ga. L....

§ 14-11-906. Election by a Limited Liability Company to Become a Foreign Limited Liability Company, a Foreign Limited Partnership, or a Foreign Corporation; Certificate of Authority; Requirements - History. Code 1981, § 14-11-906 , enacted by Ga. L....

Article 10 - Dissenters’ Rights

§ 14-11-1001. Definitions - As used in this article, the term: History. Code 1981,...

§ 14-11-1002. Right to Dissent - History. Code 1981, § 14-11-1002 , enacted by Ga. L....

§ 14-11-1003. Notice of Dissenters’ Rights - History. Code 1981, § 14-11-1003 , enacted by Ga. L....

§ 14-11-1004. Notice of Intent to Demand Payment - History. Code 1981, § 14-11-1004 , enacted by Ga. L....

§ 14-11-1005. Dissenters’ Notice - History. Code 1981, § 14-11-1005 , enacted by Ga. L....

§ 14-11-1006. Duty to Demand Payment - History. Code 1981, § 14-11-1006 , enacted by Ga. L....

§ 14-11-1007. Membership Interest Restrictions - History. Code 1981, § 14-11-1007 , enacted by Ga. L....

§ 14-11-1008. Offer of Payment - History. Code 1981, § 14-11-1008 , enacted by Ga. L....

§ 14-11-1009. Failure to Take Action - History. Code 1981, § 14-11-1009 , enacted by Ga. L....

§ 14-11-1010. Procedure if Member Dissatisfied With Payment or Offer - History. Code 1981, § 14-11-1010 , enacted by Ga. L....

§ 14-11-1011. Court Action - History. Code 1981, § 14-11-1011 , enacted by Ga. L....

§ 14-11-1012. Court Costs and Counsel Fees - History. Code 1981, § 14-11-1012 , enacted by Ga. L....

§ 14-11-1013. Limitation of Actions - No action by any dissenter to enforce dissenters’ rights shall...

Article 11 - Miscellaneous

§ 14-11-1101. Filing Fees and Penalties - Click to view Document Fee ———— —- (1) Articles of...

§ 14-11-1102. Execution by Judicial Act - History. Code 1981, § 14-11-1102 , enacted by Ga. L....

§ 14-11-1103. Annual Registration - History. Code 1981, § 14-11-1103 , enacted by Ga. L....

§ 14-11-1103.1. Valid Period for Annual Registration - Notwithstanding any other law to the contrary, the Secretary of...

§ 14-11-1104. Taxation - Each limited liability company and foreign limited liability company shall...

§ 14-11-1105. Administrative Powers of Secretary of State - The Secretary of State shall have the power and authority...

§ 14-11-1106. Rules and Regulations - The Secretary of State may promulgate such rules and regulations,...

§ 14-11-1107. Laws Governing Chapter; Limited Liability Companies - History. Code 1981, § 14-11-1107 , enacted by Ga. L....

§ 14-11-1108. Service of Process; Venue - This subsection does not prescribe the only means, or necessarily...

§ 14-11-1109. Effective Date; Repealer - This chapter shall become effective on March 1, 1994. The...

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Georgia Code Title 14 - Corporations, Partnerships, and Associations Chapter 11 - Limited Liability Companies

Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 11 - Limited Liability Companies