2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 11 - Limited Liability Companies
Article 2 - Formation
§ 14-11-206. Filing by the Secretary of State

1. A signed original and one exact or conformed copy of any document required or permitted to be filed pursuant to this chapter shall be delivered to the Secretary of State; provided, however, that if the document is electronically transmitted, the electronic version of such person's name may be used in lieu of a signature. Unless the Secretary of State finds that the document does not conform to the filing provisions of this chapter, upon receipt of all filing fees and additional information required by law, he or she shall:
   1. Stamp or otherwise endorse his or her official title and the date and time of receipt on both the original and copy;
   2. File the original in his or her office; and
   3. Return the copy to the person who delivered the document to the Secretary of State or the person's representative.
2. If the Secretary of State refuses to file a document, he or she shall return it to the limited liability company or its representative within ten days after the document was delivered, together with a brief written explanation of the reason for his or her refusal.
3. The Secretary of State's duty to file documents under this chapter is ministerial.
4. If the Secretary of State finds that any document delivered for filing does not conform to the filing provisions of this chapter at the time such document is delivered to the Secretary of State, such document is deemed to have been filed at the time of delivery (or such later time and date as is authorized by paragraph (2) of subsection (e) or subsection (f) of this Code section) if the Secretary of State subsequently determines that:
   1. The document as delivered so conforms to the filing provisions of this chapter; or
   2. Within 30 days after notification of nonconformance is given by the Secretary of State to the person who delivered the documents for filing or that person's representative, the documents are brought into conformance.
5. Except as provided in subsection (d) of this Code section, a document accepted for filing is effective:
   1. At the time of filing on the date it is filed, as evidenced by the Secretary of State's date and time endorsement on the original document; or
   2. At the time specified in the document as its effective time on the date it is filed.
6. A document may specify a delayed effective time and date, and, if it does so, the document shall become effective at the time and date specified. If a delayed effective date but no effective time is specified, the document shall become effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date on which it is filed.
7. A certificate attached to a copy of a document filed by the Secretary of State, bearing his or her signature, which may be in facsimile, and the printed or embossed seal of this state, or its electronic equivalent, is prima-facie evidence that the original document has been filed with the Secretary of State.
8. Notwithstanding the provisions of this chapter, the Secretary of State may authorize the filing of documents by electronic transmission, following the provisions of Chapter 12 of Title 10, the "Uniform Electronic Transactions Act," and the Secretary of State shall be authorized to promulgate such rules and regulations as are necessary to implement electronic filing procedures.

(Code 1981, §14-11-206, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1999, p. 405, § 32; Ga. L. 2009, p. 698, § 2/HB 126.)

- For article, "2015 Georgia Corporation and Business Organization Case Law Developments," see 21 Ga. St. B. J. 30 (Apr. 2016). For annual survey on business associations, see 68 Mercer L. Rev. 71 (2016).

JUDICIAL DECISIONS

Formation relieved managing member of personal liability for debt.

- In a action seeking to hold a sole managing member of an LLC personally liable for a debt of an LLC, insufficient evidence was presented that the manager executed a note individually guarantying payment for the services provided by a payroll servicer, as: (1) conclusive proof was presented that the LLC had met all conditions of formation at the time the contract was entered into; and (2) the agreement was specifically entered into between the servicer and the LLC, and the manager's signature appeared nowhere on the agreement. Milk v. Total Pay & HR Solutions, Inc., 280 Ga. App. 449, 634 S.E.2d 208 (2006).