O.C.G.A.
O.C.G.A.

O.C.G.A. § 14-10-18 (2019)

Applicability of corporation laws; inapplicability of partnership laws

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)
Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.
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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.

History

(Ga. L. 1961, p. 404, § 18.)

Annotations

Law reviews. - 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 regis-

ter as a foreign corporation under provisions pertaining to the admission of foreign corporations. 1969 Op. Att’y Gen. No. 69-507.

CHAPTER 11 LIMITED LIABILITY COMPANIES Article 1

Article 4

General Provisions

Finance

Sec.

Sec.

Short title. Definitions. Evidence of filing. Article 2

Formation

Purpose. Powers. Formation. Articles of organization. Execution of documents. Filing by the Secretary of State. Name. Reservation of name; transfer of reserved name. Registered office and registered agent. Amendment of articles of organization; restatement. Correcting filed document. Conversion to limited liability company. Article 3

Article 5 Limited Liability Company Interests; Admission of Members

Agency; Management; Duties; Liability

Agency of members and managers. Limitations on authority to convey real property. Liability to third parties. Management. Duties. Indemnification. Conflicting interest transactions. Approval rights of members and managers. Action without meeting. Meetings. Notice. Waiver of notice. Records and information. Professional relationships.

Contributions to capital. Liability for contribution. Allocation of profits and losses. Distributions. Distributions upon event of dissociation. Distributions in kind. Restrictions on making distributions. Liability upon wrongful distribution. Right to distribution.

Nature of limited liability company interest. Assignment of limited liability company interest. Rights of assignee to become member. Rights of judgment creditor. Admission of members. Powers of estate of a deceased or incompetent member. Article 6

Events of Dissociation, Withdrawal, and Dissolution Events of dissociation.

Notes of Decisions
Cited in 1 case, 1999–1999 · leading case: Swiss Bank Corp. v. Thomas, Conner & McDonald, P.A., 514 S.E.2d 68 (Ga. Ct. App. 1999).
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Swiss Bank Corp. v. Thomas, Conner & McDonald, P.A., 514 S.E.2d 68 (Ga. Ct. App. 1999). · cites it 2× “This interpretation is supported by OCGA § 14-10-18 which provides that a professional association is governed generally by all laws applying to corporations which are not in conflict with the Georgia Professional Association Act.”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.