2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 10 - Professional Associations
§ 14-10-18. Applicability of Corporation Laws; Inapplicability of Partnership Laws

A professional association organized pursuant to this chapter shall be governed generally by all laws governing or applying to corporations, where applicable, and not in conflict with this chapter; and no such association shall be held or deemed to be a partnership nor shall such association be governed by laws relating to partnerships.

(Ga. L. 1961, p. 404, § 18.)

- For article enumerating the 1969 amendments to Georgia's Corporation Code of 1968, see 5 Ga. St. B. J. 433 (1969).

OPINIONS OF THE ATTORNEY GENERAL

One-man out-of-state professional service corporation.

- "One-man" Florida professional service corporation formed for the purpose of practicing medicine in Florida and Georgia cannot register as a foreign corporation under provisions pertaining to the admission of foreign corporations. 1969 Op. Att'y Gen. No. 69-507.

• 14-11-100. Short title.
• 14-11-101. Definitions.
• 14-11-102. Evidence of filing.

• 14-11-201. Purpose.
• 14-11-202. Powers.
• 14-11-203. Formation.
• 14-11-204. Articles of organization.
• 14-11-205. Execution of documents.
• 14-11-206. Filing by the Secretary of State.
• 14-11-207. Name.
• 14-11-208. Reservation of name; transfer of reserved name.
• 14-11-209. Registered office and registered agent.
• 14-11-210. Amendment of articles of organization; restatement.
• 14-11-211. Correcting filed document.
• 14-11-212. Conversion to limited liability company.

• 14-11-301. Agency of members and managers.
• 14-11-302. Limitations on authority to convey real property.
• 14-11-303. Liability to third parties.
• 14-11-304. Management.
• 14-11-305. Duties.
• 14-11-306. Indemnification.
• 14-11-307. Conflicting interest transactions.
• 14-11-308. Approval rights of members and managers.
• 14-11-309. Action without meeting.
• 14-11-310. Meetings.
• 14-11-311. Notice.
• 14-11-312. Waiver of notice.
• 14-11-313. Records and information.
• 14-11-314. Professional relationships.

• 14-11-401. Contributions to capital.
• 14-11-402. Liability for contribution.
• 14-11-403. Allocation of profits and losses.
• 14-11-404. Distributions.
• 14-11-405. Distributions upon event of dissociation.
• 14-11-406. Distributions in kind.
• 14-11-407. Restrictions on making distributions.
• 14-11-408. Liability upon wrongful distribution.
• 14-11-409. Right to distribution.

• 14-11-501. Nature of limited liability company interest.
• 14-11-502. Assignment of limited liability company interest.
• 14-11-503. Rights of assignee to become member.
• 14-11-504. Rights of judgment creditor.
• 14-11-505. Admission of members.
• 14-11-506. Powers of estate of a deceased or incompetent member.

• 14-11-601. Events of dissociation.
• 14-11-601.1. Events resulting in cessation of membership.
• 14-11-602. Dissolution.
• 14-11-603. Judicial and administrative dissolution; reservation of name.
• 14-11-604. Winding up.
• 14-11-605. Distribution of assets.
• 14-11-606. Statement of commencement of winding up.
• 14-11-607. Known claims against dissolved limited liability company.
• 14-11-608. Unknown claims against dissolved limited liability company.
• 14-11-609. Manner of publication of request for claims.
• 14-11-610. Certificate of termination.
• 14-11-611. Execution of deeds or other instruments by signing.

• 14-11-701. Law applicable to foreign limited liability companies.
• 14-11-702. Requirement for certificate of authority; application; activities not considered transacting business in this state.
• 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.
• 14-11-704. Issuance of certificate of authority.
• 14-11-705. Name.
• 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.
• 14-11-707. Certificate of withdrawal; application; service after withdrawal.
• 14-11-708. Revocation of certificate; grounds.
• 14-11-709. Revocation of certificate; notice to company; issuance and effect of certificate of revocation; service after revocation.
• 14-11-710. Appeal of revocation of certificate.
• 14-11-711. Failure of company to procure certificate; effect; penalty.
• 14-11-712. Action to restrain company in violation of chapter.

• 14-11-801. Right of member to bring derivative action.
• 14-11-802. Complaint.
• 14-11-803. Stay of proceedings.
• 14-11-804. Discontinuance or settlement.
• 14-11-805. Dismissal.
• 14-11-806. Expenses.
• 14-11-807. Applicability to foreign limited liability companies.

• 14-11-901. Merger.
• 14-11-902. Plan of merger.
• 14-11-903. Approval of merger.
• 14-11-904. Articles of merger.
• 14-11-905. Effects of merger.
• 14-11-906. Election by a limited liability company to become a foreign limited liability company, a foreign limited partnership, or a foreign corporation; certificate of authority; requirements.

• 14-11-1001. Definitions.
• 14-11-1002. Right to dissent.
• 14-11-1003. Notice of dissenters' rights.
• 14-11-1004. Notice of intent to demand payment.
• 14-11-1005. Dissenters' notice.
• 14-11-1006. Duty to demand payment.
• 14-11-1007. Membership interest restrictions.
• 14-11-1008. Offer of payment.
• 14-11-1009. Failure to take action.
• 14-11-1010. Procedure if member dissatisfied with payment or offer.
• 14-11-1011. Court action.
• 14-11-1012. Court costs and counsel fees.
• 14-11-1013. Limitation of actions.

• 14-11-1101. Filing fees and penalties.
• 14-11-1102. Execution by judicial act.
• 14-11-1103. Annual registration.
• 14-11-1103.1. Valid period for annual registration.
• 14-11-1104. Taxation.
• 14-11-1105. Administrative powers of Secretary of State.
• 14-11-1106. Rules and regulations.
• 14-11-1107. Laws governing chapter; limited liability companies.
• 14-11-1108. Service of process; venue.
• 14-11-1109. Effective date; repealer.

- Ga. L. 1993, p. 123, § 1, effective March 1, 1994, repealed the Code sections formerly codified at this chapter, and enacted the current chapter. The former chapter, concerning foreign limited liability companies, consisted of Code 1981, §§ 14-11-1 through14-11-19 and was based on Ga. L. 1992, p. 1865, § 1.

- For article, "Effective Use of Limited Liability Companies in Georgia: An Overview of Their Characteristics and Advantages," see 45 Mercer L. Rev. 25 (1993). For article, "LLC Statutes: Use by Attorneys," see 29 Ga. L. Rev. 693 (1995). For article discussing developments in Georgia law of business associations from June 1, 1996 through May 31, 1997, see 49 Mercer L. Rev. 71 (1997). For survey article discussing developments in law of business associations for the period from June 1, 1998 through May 31, 1999, see 51 Mercer L. Rev. 127 (1999). For article, "2006 Amendments to Georgia's Corporate Code and Alternative Entity Statutes," see 12 Ga. St. B. J. 12 (2007). For article, "Aggregate-Plus Theory of Partnership Taxation," see 43 Ga. L. Rev. 717 (2009). For annual survey on business associations, see 71 Mercer L. Rev. 15 (2019). For note on 1993 enactment of this chapter, see 10 Ga. St. U. L. Rev. 79 (1993). For note on 1995 amendments of Code sections in this chapter, see 12 Ga. St. U. L. Rev. 65 (1995).

COMMENT

NOTE AS TO DRAFTING COMMITTEE

The Georgia Limited Liability Company Act was drafted by the Georgia Limited Liability Company Committee, an ad hoc committee of lawyers from the Business and Finance Law Section and the Taxation Section of the Atlanta Bar Association and the Partnership Subcommittee of the Corporate and Banking Law Section of the State Bar of Georgia. The Committee operated under the auspices of the Corporate and Banking Law Section and is composed of the following individuals:

Robert P. Bryant, Co-Chair Albert G. Moore, Jr. Patrick G. Jones, Co-Chair Prof. William J. Carney Michael E. Axelrod Robert J. Muething Kendall L. Houghton Reginald J. Clark Jeffrey R. Banish David W. Santi Randolph A. Marks Theodore A. Erck, III Charles R. Beaudrot, Jr. James A. Tramonte Robert C. Marshall Dorothy B. Franzoni Cassady V. Brewer Michael G. Wasserman James F. McEvoy Bernard L. Greer, Jr. Stephen L. Camp The following individuals have provided special assistance to the Committee: Hon. Thurbert E. Baker Thomas M. Boller Janet K. Jackson George E. Hibbs Deputy Director, Business Russell N. Sewell Services and Regulation, Office of the Secretary of State