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

O.C.G.A. § 14-11-1107 (2019)

Laws governing chapter; limited liability companies

✓ 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) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.

(b) It is the policy of this state with respect to limited liability companies to give maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.

(c) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

(d) If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application. To this end, the provisions of this chapter are severable.

(e) A limited liability company may conduct its business, carry on its operations and have and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or in any foreign country.

(f ) The laws of this state relating to establishment and regulation of professional services are amended and superseded to the extent such laws are inconsistent as to form of organization with the provisions of this chapter and are deemed amended to permit the provision of professional services within this state by limited liability companies.

(g) Nothing in this chapter is intended to restrict or limit in any manner the authority and duty of any regulatory or other body licensing professionals within this state to license individuals rendering professional services or to regulate the practice of any profession that is within the jurisdiction of the regulatory or other body licensing such professionals within this state, notwithstanding that the person is a member, manager, or employee of a limited liability company and rendering the professional services or engaging in the practice of the profession through a limited liability company.

(h) The personal liability of a member of a limited liability company to any person or in any action or proceeding for the debts, obligations, or liabilities of the limited liability company, or for the acts or omissions of other members, managers, employees, or agents of the limited liability company, shall be governed solely and exclusively by this chapter and the laws of this state. Whenever a conflict arises between the laws of this state and the laws of any other state with regard to the liability of members of a limited liability company for the debts, obligations, and liabilities of the limited liability company or for the acts or omissions of other members, managers, employees, or agents of the limited liability company, this state’s laws shall be deemed to govern in determining such liability.

(i) The provisions of this chapter shall determine the rights and obligations of a limited liability company organized under this chapter

CORPORATIONS & PARTNERSHIPS in commerce with foreign nations and among the several states to the extent permitted by law.

(j) A member of a limited liability company is not a proper party to a proceeding by or against a limited liability company, solely by reason of being a member of the limited liability company, except:

(1) Where the object of the proceeding is to enforce a member’s right against or liability to the limited liability company; or

(2) In a derivative action authorized by Article 8 of this chapter.

(k) The General Assembly has power to amend or repeal all or part of this chapter at any time, and all limited liability companies and foreign limited liability companies subject to this chapter are governed by the amendment or repeal.

(l) Any provision that this chapter requires or permits to be set forth in an operating agreement may be set forth in the articles of organization. In the event of any conflict between a provision of the articles of organization and a provision of an operating agreement, the provision of the articles of organization shall govern.

(m) Each provision of this chapter shall have independent legal significance.

(n) Nothing in this chapter shall be construed as establishing that a limited liability company interest is not a ‘‘security’’ within the meaning of paragraph (31) of Code Section 10-5-2 (or any successor statute).

History

(Code 1981, § 14-11-1107, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1994, p. 97, § 14; Ga. L. 2008, p. 381, § 8/SB 358.)

Annotations

Law reviews. - For article, ‘‘The Georgia LLC Act Comes of Age,’’ see 16 (No. 1) Ga. St. B. J. 20 (2010). JUDICIAL DECISIONS Principles of law and equity supplement provisions of Limited Liability Company Act. - Georgia Limited Liability Company Act, O.C.G.A. § 14-11-100 et seq., provides that unless displaced by particular provisions of the chapter, the principles of law and equity supplement the chapter. Gaslowitz v. Stabilis Fund I, LP, 331 Ga. App. 152, 770 S.E.2d 245 (2015). Limited liability companies. - Trial court erred in denying hotel entities’ motion to dismiss for lack of personal jurisdiction as the trial court’s finding that the hotel entities were ‘‘affiliates’’ of a sepa-

rate affiliate of the corporation’s parent corporation, and, thus, that personal jurisdiction existed over the hotel entities because the separate affiliate had both dealings in Georgia and an interest in the hotel entities, was error because the affiliation finding was not supported by the record, the hotel entities were separate limited liability companies, the hotel entities were not conducting business in Georgia, and their contacts with the separate affiliate were too tenuous to confer personal jurisdiction over them. Yukon Ptnrs, Inc. v. Lodge Keeper Group, Inc., 258 Ga. App. 1, 572 S.E.2d 647 (2002).

Contractual flexibility provided in O.C.G.A. § 14-11-305 is consistent with O.C.G.A. § 14-11-1107(b) of the Georgia Limited Liability Company Act, O.C.G.A. § 14-11-100 et seq., which provides that it is the policy of Georgia with respect to limited liability companies to give maximum effect to the principle of freedom of contract and to the enforceability of operating agreements. Ledford v. Smith, 274 Ga. App. 714, 618 S.E.2d 627 (2005). Condominium purchasers could not pierce the corporate veils to hold two limited liability company (LLC) members accountable for the acts of the LLC because the members were not proper parties solely by being members of the LLC and the purchasers failed to present any evi-

dence that the members abused the forms by which the LLC was maintained as a separate entity. Lokey v. FDIC, No. 14-14822, 2015 U.S. App. LEXIS 5973 (11th Cir. Apr. 13, 2015) (Unpublished). No accounting required. - Portion of the trial court’s order requiring an accounting of a limited liability company’s assets was reversed because the judgment creditor did not show how an accounting of the company’s assets would ensure that the charging order was honored, or why, as a judgment creditor, the creditor was entitled to such relief against the company. Gaslowitz v. Stabilis Fund I, LP, 331 Ga. App. 152, 770 S.E.2d 245 (2015). Cited in Ledford v. Peeples, 568 F.3d 1258 (11th Cir. 2009).

Notes of Decisions
Cited in 16 cases (2 in the last 5 years), 2002–2021 · leading case: Stoker v. Bellemeade, LLC, 615 S.E.2d 1 (Ga. Ct. App. 2005).
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Stoker v. Bellemeade, LLC, 615 S.E.2d 1 (Ga. Ct. App. 2005). · cites it 4× “The contractual flexibility provided in this section is consistent with OCGA § 14-11-1107 (b) of the LLC Act which provides that: “It is the policy of this state with respect to limited liability companies to give maximum effect to the principle of freedom of contract and to the…”
Ledford v. Smith, 618 S.E.2d 627 (Ga. Ct. App. 2005). · cites it 2× “As we explained, [t]he contractual flexibility provided in [OCGA § 14-11-305] is consistent with OCGA § 14-11-1107 (b) of the LLC Act which provides that: “It is the policy of this state with respect to limited liability companies to give maximum effect to the principle of…”
ULQ, LLC v. Meder, 666 S.E.2d 713 (Ga. Ct. App. 2008). · cites it 2× “OCGA § 14-11-1107 (b) (“[i]t is the policy of this state with respect to limited liability companies to give maximum effect to the principle of freedom of contract and to the enforceability of operating agreements”).”
Yukon Partners, Inc. v. Lodge Keeper Grp., Inc., 572 S.E.2d 647 (Ga. Ct. App. 2002). · cites it 2× “OCGA § 14-11-1107 (j); see also OCGA § 14-11-702 (b) (enumerating activities not considered “transacting business in this state” by limited liability company).”
Jimmy Ledford v. Shelby Peeples, Jr., 657 F.3d 1208 (11th Cir. 2011). “§ 14-11-305] is consistent with O.C.G.A. § 14-11-1107(b) of the [Limited Liability Company] Act which provides that: "It is the policy of this state with respect to limited liability companies to give maximum effect to the principle of freedom of contract and to the…”
Davis v. VCP South, LLC, 740 S.E.2d 410 (Ga. Ct. App. 2013). · cites it 2× “Moreover, Davis’ challenges to the propriety of the doctors’ operating agreement fail to recognize that the contractual flexibility afforded members of a limited liability company “is consistent with OCGA § 14-11-1107 (b) of the LLC Act which provides that: ‘It is the policy of…”
Gaslowitz v. Stabilis Fund I, LP, 770 S.E.2d 245 (Ga. Ct. App. 2015). · cites it 2× “” OCGA § 14-11-1107 (c). However, Stabilis does not present any authority, under law or equity, which would entitle it to an accounting of the assets of G&A, LLC under the circumstances shown here.”
Ledford v. Peeples, 605 F.3d 871 (11th Cir. 2010). “§ 14-11-305] is consistent with O.C.G.A. § 14-11-1107(b) of the [Limited Liability Company] Act which provides that: "It is the policy of this state with respect to limited liability companies to give maximum effect to the principle of freedom of contract and to the…”
Patrick McCabe v. Rhett Rainey, 806 S.E.2d 867 (Ga. Ct. App. 2017). · cites it 2× “(citation and punctuation omitted). Here, both parties clearly envisioned the settlement agreement as a supplement to the operating agreements, noting that "to the extent there is a conflict between the terms of this Agreement .”
Ledford v. Peeples, 568 F.3d 1258 (11th Cir. 2009). “§ 14-11-305] is consistent with O.C.G.A. § 14-11-1107(b) of the [Limited Liability Company] Act which provides that: "It is the policy of this state with respect to limited liability companies to give maximum effect to the principle of freedom of contract and to the…”
Colquitt v. Buckhead Surgical Assocs., LLC Et Al., 831 S.E.2d 181 (Ga. Ct. App. 2019). · cites it 2× “As we [have] explained, the contractual flexibility provided in OCGA § 14-11-305 is consistent with OCGA § 14-11-1107 (b) of the LLC Act which provides that: It is the policy of this state with respect to limited *184 liability companies to give maximum effect to the principle…”
Ledford v. Peeples, 630 F.3d 1345 (11th Cir. 2009). “§ 14-11-305] is consistent with O.C.G.A. § 14-11-1107(b) of the [Limited Liability Company] Act which provides that: "It is the policy of this state with respect to limited liability companies to give maximum effect to the principle of freedom of contract and to the…”
Show all 16 citing cases →
— 14-11-1107(b) — 6 cases
Stoker v. Bellemeade, LLC, 615 S.E.2d 1 (Ga. Ct. App. 2005). “The contractual flexibility provided in this section is consistent with OCGA § 14-11-1107 (b) of the LLC Act which provides that: “It is the policy of this state with respect to limited liability companies to give maximum effect to the principle of freedom of contract and to the…”
Jimmy Ledford v. Shelby Peeples, Jr., 657 F.3d 1208 (11th Cir. 2011). “§ 14-11-305] is consistent with O.C.G.A. § 14-11-1107(b) of the [Limited Liability Company] Act which provides that: "It is the policy of this state with respect to limited liability companies to give maximum effect to the principle of freedom of contract and to the…”
Ledford v. Peeples, 605 F.3d 871 (11th Cir. 2010). “§ 14-11-305] is consistent with O.C.G.A. § 14-11-1107(b) of the [Limited Liability Company] Act which provides that: "It is the policy of this state with respect to limited liability companies to give maximum effect to the principle of freedom of contract and to the…”
Ledford v. Peeples, 568 F.3d 1258 (11th Cir. 2009). “§ 14-11-305] is consistent with O.C.G.A. § 14-11-1107(b) of the [Limited Liability Company] Act which provides that: "It is the policy of this state with respect to limited liability companies to give maximum effect to the principle of freedom of contract and to the…”
Ledford v. Peeples, 630 F.3d 1345 (11th Cir. 2009). “§ 14-11-305] is consistent with O.C.G.A. § 14-11-1107(b) of the [Limited Liability Company] Act which provides that: "It is the policy of this state with respect to limited liability companies to give maximum effect to the principle of freedom of contract and to the…”
— 14-11-1107(j) — 2 cases
Lokey v. Fed. Deposit Ins., 608 F. App'x 736 (11th Cir. 2015).
Generation Zero Grp., Inc. (Bankr. W.D.N.C. 2021).
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.