§ 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.
§ 14-11-501. Nature of Limited Liability Company Interest
A limited liability company interest is personal property. A member has no interest in specific limited liability company property. An operating agreement or the articles of organization may provide that a limited liability company interest may be evidenced by a certificate issued by the limited liability company. History. Code 1981, § 14-11-501 , enacted by […]
§ 14-11-309. Action Without Meeting
Except as otherwise provided in the articles of organization or a written operating agreement: Action required or permitted by this chapter to be taken by members or managers may be taken without a meeting if the action is taken by all the members or managers entitled to vote on the action or, if so provided […]
§ 14-11-310. Meetings
Except as otherwise provided in the articles of organization or a written operating agreement, if the limited liability company has more than one manager: Meetings of managers may be called by any manager; At least two days’ notice of any meeting of managers shall be given by any manager calling the meeting; Managers may participate […]
§ 14-11-311. Notice
Except as otherwise provided in the articles of organization or a written operating agreement: Notice shall be in writing unless oral notice is reasonable under the circumstances; Notice may be communicated in person; by telephone, electronic transmission, or other form of wire or wireless communication; or by mail or private carrier. If these forms of […]
§ 14-11-207. Name
The name of each limited liability company shall be as set forth in its articles of organization and: Must contain the words “limited liability company” or “limited company” (it being permitted to abbreviate the word “limited” as “ltd.” and the word “company” as “co.”) or the abbreviation “L.L.C.”, “LLC”, “L.C.” or “LC”; Must be distinguishable […]
§ 14-11-312. Waiver of Notice
Except as otherwise provided in the articles of organization or a written operating agreement: A member or manager may waive any notice required by this chapter, the articles of organization, or an operating agreement before or after the date and time stated in the notice. The waiver must be in writing, be signed by the […]
§ 14-11-209. Registered Office and Registered Agent
Each limited liability company shall continuously maintain in this state: A registered office which may, but need not, be a place of its business in this state; and A registered agent for service of process on the limited liability company. The address of the business office of the registered agent shall be the same as […]