§ 14-11-1012. Court Costs and Counsel Fees
The court in an appraisal proceeding commenced under Code Section 14-11-1011 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, but not including fees and expenses of attorneys and experts for the respective parties. The court shall assess the costs against the limited liability company, […]
§ 14-11-1013. Limitation of Actions
No action by any dissenter to enforce dissenters’ rights shall be brought more than three years after the limited liability company action was taken, regardless of whether notice of the limited liability company action and of the right of dissent was given by the limited liability company in compliance with the provisions of Code Section […]
§ 14-11-1010. Procedure if Member Dissatisfied With Payment or Offer
A dissenter may notify the limited liability company in writing of his or her own estimate of the fair value of his membership interest and amount of interest due, and demand payment of his or her estimate of the fair value of his or her membership interest and interest due, if: The dissenter believes that […]
§ 14-11-1011. Court Action
If a demand for payment under Code Section 14-11-1010 remains unsettled, the limited liability company shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the membership interest and accrued interest. If the limited liability company does not commence the proceeding within the […]
§ 14-11-1001. Definitions
As used in this article, the term: “Beneficial member” means the person who is a beneficial owner of the membership interest held in a voting trust or by a nominee as the record member. “Dissenter” means a member who is entitled to dissent from limited liability company action under Code Section 14-11-1002 and who exercises […]
§ 14-11-1002. Right to Dissent
Unless otherwise provided by the articles of organization or a written operating agreement, a record member of the limited liability company is entitled to dissent from, and obtain payment of the fair value of his or her membership interest in the event of, any of the following actions: Consummation of a plan of merger to […]
§ 14-11-1003. Notice of Dissenters’ Rights
If proposed limited liability company action creating dissenters’ rights under Code Section 14-11-1002 is submitted to a vote at a members’ meeting, the meeting notice must state that members are or may be entitled to assert dissenters’ rights under this article and be accompanied by a copy of this article. If limited liability company action […]
§ 14-11-1004. Notice of Intent to Demand Payment
If proposed limited liability company action creating dissenters’ rights under Code Section 14-11-1002 is submitted to a vote at a members’ meeting, a record member who wishes to assert dissenters’ rights: Must deliver to the limited liability company before the vote is taken written notice of his or her intent to demand payment for his […]
§ 14-11-1005. Dissenters’ Notice
If proposed limited liability company action creating dissenters’ rights under Code Section 14-11-1002 is authorized at a members’ meeting, the limited liability company shall deliver a written dissenters’ notice to all members who satisfied the requirements of Code Section 14-11-1004. The dissenters’ notice must be sent no later than ten days after the limited liability […]
§ 14-11-1006. Duty to Demand Payment
A record member sent a dissenters’ notice described in Code Section 14-11-1005 must demand payment and deposit his or her certificates for certificated membership interests in accordance with the terms of the notice. A record member who demands payment and deposits his or her certificates under subsection (a) of this Code section retains all other […]