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

O.C.G.A. § 14-11-100 (2019)

Short title

✓ 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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This chapter shall be known and may be cited as the ‘‘Georgia Limited Liability Company Act.’’

History

(Code 1981, § 14-11-100, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2017, p. 774, § 14/HB 323.)

Annotations

Law reviews. - For article, ‘‘Choice of

Entity with Emphasis on Estate Planning,’’ see 6 Ga. St. B. J. 26 (2000). For survey article on construction law, see 59 Mercer L. Rev. 55 (2007). For annual survey of business associations, see 67 Mercer L. Rev. 15 (2015).

RESEARCH REFERENCES ALR. - Construction and application of limited liability company acts, 79 ALR5th 689. JUDICIAL DECISIONS Cited in Sayers v. Artistic Kitchen Design, LLC, 280 Ga. App. 223, 633 S.E.2d 619 (2006); Gaslowitz v. Stabilis Fund I, LP, 331 Ga. App. 152, 770 S.E.2d 245 (2015).

Am. Jur. 2d. - 51 Am Jur 2d Limited Liability Companies § 1.

Notes of Decisions
Cited in 22 cases (1 in the last 5 years), 1996–2021 · leading case: Strategic Income Fund, L.L.C., Hennessy Cadillac, Inc. v. Spear, Leeds & Kellogg Corp., First Options of Chicago, Inc., 305 F.3d 1293 (1st Cir. 2002).
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Strategic Income Fund, L.L.C., Hennessy Cadillac, Inc. v. Spear, Leeds & Kellogg Corp., First Options of Chicago, Inc., 305 F.3d 1293 (1st Cir. 2002). “See O.C.G.A. §§ 14-11-100 et seq. 2 . As noted infra, this appeal turns on the sufficiency of Count IV of the plaintiffs’ third amended complaint.”
Ledford v. Smith, 618 S.E.2d 627 (Ga. Ct. App. 2005). · cites it 2× “Further, any duties that members of a limited liability company owe to each other and to the LLC are set forth in the Georgia Limited Liability Company Act, OCGA § 14-11-100 et seq. In relevant part, the Act provides that “[i]n managing the business or affairs” of a limited…”
Winzer v. Ehca Dunwoody, LLC., 627 S.E.2d 426 (Ga. Ct. App. 2006). · cites it 2× “10 See OCGA§ 14-11-100 et seq. 11 OCGA§ 14-11-303 (a).”
Jimmy Ledford v. Shelby Peeples, Jr., 657 F.3d 1208 (11th Cir. 2011). “DynaVision and the other LLCs involved in this case were organized under the Georgia Limited Liability Company Act, O.C.G.A. § 14-11-100, et seq. 5 .Ledford, O’Dell, and Walker each owned 29% of DynaVision.”
Gaslowitz v. Stabilis Fund I, LP, 770 S.E.2d 245 (Ga. Ct. App. 2015). · cites it 2× “They also assert that it cannot be determined from the order what distributions are due Stabilis, nor when such distributions can again be paid to Gaslowitz, rendering the trial court’s order impermissibly vague and indefinite.”
Ledford v. Peeples, 605 F.3d 871 (11th Cir. 2010). “DynaVision and the other LLCs involved in this case were organized under the Georgia *878 Limited Liability Company Act, O.C.G.A. §§ 14-11-100, et seq. . Ledford, O'Dell, and Walker each owned 29% of DynaVision.”
Perry Golf Course Dev., LLC v. Columbia Residential, LLC, 786 S.E.2d 565 (Ga. Ct. App. 2016). · cites it 2× “) 3 OCGA § 14-11-100 et seq. 4 See Perry Golf Course Dev.”
Ronald Ruth v. Cherokee Funding LLC, 802 S.E.2d 865 (Ga. Ct. App. 2017). · cites it 2× “7 Zeising also moved to dismiss all claims against him on the ground that he was shielded from liability by the Georgia Limited Liability Company Act, OCGA § 14-11-100 et seq. The trial court converted Zeising’s motion to dismiss on this issue to a motion for summary judgment.”
Patrick McCabe v. Rhett Rainey, 806 S.E.2d 867 (Ga. Ct. App. 2017). · cites it 2× “The interplay between the fiduciary duties of a manager of a limited liability company and written agreements as to those duties is described in the relevant provisions of the Georgia Limited Liability Company Act, OCGA § 14-11-100 et seq., 7 and specifically in *486 OCGA §…”
Ledford v. Peeples, 568 F.3d 1258 (11th Cir. 2009). “Under Georgia law, ownership rights in a limited liability company are referred to as interests, rather than shares, which indicate ownership rights in a corporation.”
Infinite Energy, Inc. v. Marietta Nat. Gas, LLC, 826 S.E.2d 189 (Ga. Ct. App. 2019). · cites it 2× “21 See OCGA § 14-11-100 et seq., and specifically OCGA § 14-11-101 (5), defining corporation as "a corporation incorporated under Chapter 2 of [Title 14]," which addresses for-profit corporations, and OCGA § 14-11-101 (12), defining "[l]imited liability company" as "a limited…”
Henderson v. HSI Fin. Servs., Inc., 471 S.E.2d 885 (Ga. 1996). “…10 Since Henderson and Sevy were shareholders of a professional corporation, we need not decide whether lawyers may engage in other forms of law practice. See OCGA §§ 14-8-1 to 14-8-61 (Uniform Partnership Act); §§ 14-10-1 to 14-10-18 (Georgia Professional Association Act);…”
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