§ 14-11-803. Stay of Proceedings
If the limited liability company commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative action for such period as the court deems appropriate. History. Code 1981, § 14-11-803 , enacted by Ga. L. 1993, p. 123, § 1.
§ 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 […]
§ 14-11-804. Discontinuance or Settlement
Except as otherwise provided by the articles of organization or written operating agreement, a derivative action may not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the limited liability company’s members, the court shall direct that notice be given […]
§ 14-11-1007. Membership Interest Restrictions
The limited liability company may restrict the transfer of uncertificated membership interests from the date the demand for their payment is received until the proposed limited liability company action is taken or the restrictions are released under Code Section 14-11-1009. The person for whom dissenters’ rights are asserted as to uncertificated membership interests retains all […]
§ 14-11-701. Law Applicable to Foreign Limited Liability Companies
The laws of the jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its managers, members, and other owners, regardless of whether the foreign limited liability company procured or should have procured a certificate of authority under this chapter. A foreign limited liability company […]
§ 14-11-702. Requirement for Certificate of Authority; Application; Activities Not Considered Transacting Business in This State
A foreign limited liability company transacting business in this state shall procure a certificate of authority to do so from the Secretary of State. In order to procure a certificate of authority to transact business in this state, a foreign limited liability company shall submit to the Secretary of State an application for a certificate […]
§ 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
Each foreign limited liability company that is required to procure a certificate of authority to transact business in this state shall continuously maintain in this state: A registered office that may, but need not, be a place of its business in this state; and A registered agent for service of process on the foreign limited […]
§ 14-11-704. Issuance of Certificate of Authority
If the Secretary of State finds that an application for a certificate of authority conforms to the filing requirements of this chapter and all requisite fees and any penalty due pursuant to Code Section 14-11-711 have been paid, he or she shall: Stamp or otherwise endorse his or her official title and the date and […]
§ 14-11-705. Name
A foreign limited liability company may apply for a certificate of authority with the Secretary of State under any name, whether or not it is the name under which it is registered in its jurisdiction of organization; provided, however, that such name: Must contain the words “limited liability company” or “limited company” (it being permitted […]
§ 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
A foreign limited liability company authorized to transact business in this state must procure an amended certificate of authority from the Secretary of State if it changes its name or its jurisdiction of organization. The requirements of Code Sections 14-11-702 and 14-11-704 for procuring an original certificate of authority shall apply to procuring an amended […]