2010 Georgia Code 14-11-503 Case Law
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One Click Case Law for § 14-11-503
O.C.G.A. § 14-11-502 <-- --> O.C.G.A. §14-11-504



2010 Georgia Code

TITLE 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

CHAPTER 11 - LIMITED LIABILITY COMPANIES
ARTICLE 5 - LIMITED LIABILITY COMPANY INTERESTS; ADMISSION OF MEMBERS
§ 14-11-503 - Rights of assignee to become member

O.C.G.A. 14-11-503 (2010)
14-11-503. Rights of assignee to become member


Except as otherwise provided in the articles of organization or a written operating agreement:

(1) An assignee of a limited liability company interest may become a member only if the other members unanimously consent;

(2) An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, any operating agreement, and this chapter;

(3) An assignee who becomes a member is liable for the obligations to make contributions that are enforceable against his or her assignor under Code Section 14-11-402, but he or she is not liable for:

(A) The obligations of his or her assignor under Code Section 14-11-408; or

(B) Other obligations of his or her assignor (including obligations to make contributions) of which the assignee had no knowledge at the time he or she became a member and which could not be ascertained from the articles of organization or a written operating agreement; and

(4) Whether or not an assignee of a limited liability company interest becomes a member, the assignor is not released from his or her liability to the limited liability company under Code Section 14-11-402 or Code Section 14-11-408.

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Graham W. Syfert, Esq., P.A.
Phone: 904-383-7448
Fax: 904-638-4726

graham@syfert.com