This Code section is effective for limited liability companies formed prior to July 1, 1999. A person ceases to be a member of a limited liability company upon the occurrence of any of the following events: The member withdraws by voluntary act from the limited liability company as provided in subsection (d) of this Code […]
This Code section is effective for limited liability companies formed on or after July 1, 1999. A person ceases to be a member of a limited liability company upon the occurrence of any of the following events: The member ceases to be a member of the limited liability company as provided in paragraph (6) of […]
Effective for limited liability companies formed prior to July 1, 1999, a limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following: At the time specified in the articles of organization or a written operating agreement; Upon the happening of events specified in the articles […]
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, […]
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 […]
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 […]
Upon dissolution, a statement of commencement of winding up may be delivered for filing to the Secretary of State by any person authorized to wind up the limited liability company’s affairs. Such statement shall set forth: The name of the limited liability company; The fact that the limited liability company has dissolved and commenced its […]
A dissolved limited liability company that has filed a statement of commencement of winding up may dispose of the known claims against it by following the procedures described in this Code section. The dissolved limited liability company may notify its known claimants in writing of the winding up proceedings at any time after the filing […]
A dissolved limited liability company that has filed a statement of commencement of winding up may publish, in the manner prescribed by Code Section 14-11-609, a request that persons with claims against the limited liability company present them in accordance with subsection (b) of this Code section. The request must: Describe the information that the […]
A limited liability company seeking to publish a request for claims described in Code Section 14-11-608 shall mail or deliver to the publisher of a newspaper that is the official organ of the county where the registered office of the limited liability company is located, or that is a newspaper of general circulation published within […]
A dissolved limited liability company may deliver to the Secretary of State for filing a certificate of termination when the statements required to be included therein can be truthfully made. Such a certificate of termination shall set forth: The name of the limited liability company; That all known debts, liabilities, and obligations of the limited […]
Deeds or other instruments requiring execution after the filing of a certificate of termination by a dissolved limited liability company may be signed by any person who had authority to wind up the dissolved limited liability company under the provisions of subsection (a) of Code Section 14-11-604. History. Code 1981, § 14-11-611 , enacted by […]
