§ 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 […]
§ 14-11-1012. 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 […]
§ 14-11-904. Articles of Merger
After a plan of merger is approved as provided in Code Section 14-11-903, the surviving limited liability company or other business entity shall deliver to the Secretary of State for filing articles of merger setting forth: The name and jurisdiction of organization or formation of each constituent business entity that is merging and the name […]
§ 14-11-905. Effects of Merger
If the surviving entity is a limited liability company, when a merger takes effect: Every other constituent business entity party to the merger merges into the limited liability company designated in the plan of merger as the surviving entity; The separate existence of each constituent business entity party to the plan of merger except the […]
§ 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
A limited liability company may elect to become a foreign limited liability company, a foreign limited partnership, or a foreign corporation, if such a conversion is permitted by the law of the state or jurisdiction under whose law the resulting entity would be formed. To effect a conversion under this Code section, the limited liability […]
§ 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 […]