§ 14-11-313. Records and Information
Except as otherwise provided in the articles of organization or a written operating agreement: Each limited liability company shall keep at its principal office the following: A current list of the name and last known address of each member and manager; Copies of records that would enable a member to determine the relative voting rights, […]
§ 14-11-210. Amendment of Articles of Organization; Restatement
A limited liability company amending its articles of organization shall deliver to the Secretary of State for filing articles of amendment setting forth: The name of the limited liability company; The date the articles of organization were filed; The amendment to the articles of organization; and The effective date and time of the amendment if […]
§ 14-11-314. Professional Relationships
This chapter does not alter any law applicable to the relationship between a person rendering professional services and a person receiving those services, including liability arising out of those professional services. This chapter does not alter any law with respect to disregarding legal entities. The failure of a limited liability company to observe formalities relating […]
§ 14-11-211. Correcting Filed Document
A limited liability company or foreign limited liability company may correct a document filed by the Secretary of State if the document: Contains an incorrect statement; or Was defectively executed. A document is corrected: By preparing articles of correction that: Describe the document (including its filing date); Specify the incorrect statement and the reason it […]
§ 14-11-401. Contributions to Capital
A contribution to the capital of a limited liability company may be in cash, tangible or intangible property, services rendered, or a promissory note or other obligation to contribute cash or tangible or intangible property, or to perform services. History. Code 1981, § 14-11-401 , enacted by Ga. L. 1993, p. 123, § 1.
§ 14-11-212. Conversion to Limited Liability Company
A corporation, foreign corporation, foreign limited liability company, limited partnership, foreign limited partnership, general partnership, or foreign general partnership may elect to become a limited liability company. Such election shall require (1) compliance with Code Section 14-2-1109.1 in the case of a Georgia corporation, or (2) the approval of all of its partners, members or […]
§ 14-11-301. Agency of Members and Managers
Except as provided in subsection (b) of this Code section, every member is an agent of the limited liability company for the purpose of its business and affairs, and the act of any member, including, but not limited to, the execution in the name of the limited liability company of any instrument for apparently carrying […]
§ 14-11-302. Limitations on Authority to Convey Real Property
Limitations on the authority of any or all members or managers that are set forth in a limited liability company’s articles of organization shall be conclusively presumed in favor of the limited liability company and against a grantee of the limited liability company, or a person claiming through such grantee, with respect to limited liability […]
§ 14-11-303. Liability to Third Parties
A person who is a member, manager, agent, or employee of a limited liability company is not liable, solely by reason of being a member, manager, agent, or employee of the limited liability company, under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of […]
§ 14-11-304. Management
Unless the articles of organization or a written operating agreement vests management of the limited liability company in a manager or managers, management of the business and affairs of the limited liability company shall be vested in the members, and, subject to any provisions in the articles of organization or a written operating agreement, the […]