§ 14-11-403. Allocation of Profits and Losses
The profits and losses, and each item thereof, of a limited liability company shall be allocated among the members in the manner provided in the articles of organization or in a written operating agreement. If the articles of organization or a written operating agreement does not so provide, profits and losses, and each item thereof, […]
§ 14-11-603. Judicial and Administrative Dissolution; Reservation of Name
On application by or for a member, the court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or a written operating agreement. A certified copy of any such decree shall be delivered to the Secretary of State, […]
§ 14-11-404. Distributions
A member shall be entitled to receive distributions from a limited liability company before the dissolution and winding up of the limited liability company only to the extent, and at the times or upon the happening of the events, specified in the articles of organization or a written operating agreement, or as otherwise approved by […]
§ 14-11-604. Winding Up
Except as otherwise provided in the articles of organization or a written operating agreement, upon dissolution, the members or managers in whom management of the limited liability company was vested prior to dissolution may wind up a dissolved limited liability company’s affairs, or, if there are no such members or managers at the time of […]
§ 14-11-405. Distributions Upon Event of Dissociation
Effective for limited liability companies formed prior to July 1, 1999, except as otherwise provided in the articles of organization or a written operating agreement, and subject to Code Section 14-11-407, a member with respect to which an event of dissociation occurs (other than one of the events specified in paragraphs (1), (2), and (4) […]
§ 14-11-605. Distribution of Assets
In connection with its winding up, a limited liability company shall (1) discharge, make provision to discharge, or dispose of pursuant to Code Sections 14-11-607 and 14-11-608, its liabilities, and (2) subject to any applicable provisions in the articles of organization or a written operating agreement, distribute its remaining assets to its members. To the […]
§ 14-11-406. Distributions in Kind
Except as provided in the articles of organization or a written operating agreement: A member, regardless of the nature of the member’s contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash; and No member may be compelled to accept from a limited liability […]
§ 14-11-407. Restrictions on Making Distributions
No distribution to a member, to an assignee, or with respect to the interest of a member as to which an event of dissociation has occurred may be made if, after giving effect to the distribution: The limited liability company would not be able to pay its debts as they become due in the usual […]
§ 14-11-408. Liability Upon Wrongful Distribution
A member or manager who votes for or expressly consents to a distribution that is made in violation of Code Section 14-11-407 is personally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violating Code Section 14-11-407, if it is established that such member […]
§ 14-11-409. Right to Distribution
At the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. History. Code 1981, § 14-11-409 , enacted by Ga. L. 1993, p. 123, § 1.