O.C.G.A.
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.
(a) Except as provided in subsection (b) of this Code section, every member is an agent of the limited liability company for the purpose of its business and affairs, and the act of any member, including, but not limited to, the execution in the name of the limited liability company of any instrument for apparently carrying on in the usual way the business and affairs of the limited liability company of which he or she is a member, binds the limited liability company, unless the member so acting has, in fact, no authority to act for the limited liability company in the particular matter, and the person with whom he or she is dealing has knowledge of the fact that the member has no such authority.
(b) If the articles of organization provide that management of the limited liability company is vested in a manager or managers:
(1) No member, acting solely in the capacity as a member, is an agent of the limited liability company; and
(2) Every manager is an agent of the limited liability company for the purpose of its business and affairs, and the act of any manager, including, but not limited to, the execution in the name of the limited liability company of any instrument for apparently carrying on in the usual way the business and affairs of the limited liability company of which he or she is a manager, binds the limited liability company, unless the manager so acting has, in fact, no authority to act for the limited liability company in the particular matter, and the person with whom he or she is dealing has knowledge of the fact that the manager has no such authority.
(c) An act of a manager or a member that is not apparently for the carrying on in the usual way the business or affairs of the limited liability company does not bind the limited liability company unless authorized in accordance with a written operating agreement at the time of the transaction or at any other time.
(d) No act of a manager or member in contravention of a restriction on authority shall bind the limited liability company to persons having knowledge of the restriction.
History
(Code 1981, § 14-11-301, enacted by Ga. L. 1993, p. 123, § 1.)
Annotations
Law reviews. - For article, ‘‘2008 Annual Review of Case Law Development,’’ see 14 (No. 6) Ga. St. B. J. 28 (2009). JUDICIAL DECISIONS Creditors failed to prove the existence of a technical trust, either by contract or by O.C.G.A. §§ 14-11-301(1), 14-11-305(1), or 23-2-58, and, as a consequence, could not prove a fiduciary defalcation by the debtors. Thus, any debt arising from the debtors’ management of a limited liability company was dischargeable under 11 U.S.C. § 523(a)(4). Tarpon Point, LLC v. Wheelus (In re Wheelus), No. 07-30114-JDW, 2008 Bankr. LEXIS 348 (Bankr. M.D. Ga. Feb. 11, 2008). Acts of a member obligated limited liability corporation. - Despite the fact that a limited liability corporation was not liable for acts of a member that were not apparently for the carrying on in the usual way the business or affairs of the corporation, because it was undisputed that the member had the authority to sign the promissory note as a guarantor, and to make draws under the loan, the member had the authority to bind the other guarantor under the note, to disburse the loan proceeds, and to withdraw loaned funds for personal use. Fielbon Dev. Co. v. Colony Bank, 290 Ga. App. 847, 660 S.E.2d 801 (2008). As there was no statutory provision that permitted a limited liability company to bind its agents for the company’s contractual obligations, a noncompetition clause in an asset purchase agreement between
the company and a purchaser did not act as a bar to members of the company. Primary Invs., LLC v. Wee Tender Care III, Inc., 323 Ga. App. 196, 746 S.E.2d 823 (2013). Limited liability company bound if other party unaware of manager’s lack of authority to bind. - Summary judgment in favor of a limited liability company (LLC) in the company’s action to enjoin foreclosure of the company’s property by lenders was reversed because an issue of fact remained whether the LLC was bound by the actions of the LLC’s manager in taking out the loan due to the borrowers’ lack of knowledge that the manager lacked authority to take the loan. Under O.C.G.A. § 14-11-301(b)(2) and (d), even if the manager acted beyond the manager’s authority, the LLC could still be bound if the borrowers did not know that the manager lacked such authority. Ly v. Jimmy Carter Commons, LLC, 286 Ga. 831, 691 S.E.2d 852 (2010). Company liable for officers’ actions. - Defendant company was ultimately jointly liable for actions taken by the company’s officers who acted in the company’s name. Jones Creek Investors, LLC v. Columbia County, No. 111-174, 2013 U.S. Dist. LEXIS 46149 (S.D. Ga. Mar. 28, 2013). Cited in Doherty v. Brown, 339 Ga. App. 567, 794 S.E.2d 217 (2016).
CORPORATIONS & PARTNERSHIPS
RESEARCH REFERENCES ALR. - Construction and application of limited liability company acts - issues relating to liability of limited liability
company for acts of its members, managers, officers, and agents, 46 ALR6th 1.
Notes of Decisions
Sterling Tyrone Brown, Sr., as Surviving Spouse v. Se. Pain Specialists, P.C., 794 S.E.2d 217 (Ga. Ct. App. 2016).
· cites it 8× “It further asserts that Brown’s theory of agency based on OCGA § 14-11-301 (a), which makes every member of a limited liability company its agent, was not properly raised before the Surgery Center’s motion for JNOV, and thus Brown is precluded from asserting it on appeal.”
Stoker v. Bellemeade, LLC, 615 S.E.2d 1 (Ga. Ct. App. 2005).
· cites it 4× “OCGA § 14-11-301. A member or manager must act "in a manner he or she believes in good faith to be in the best interests of the limited liability company.”
Fielbon Dev. Co. v. Colony Bank of Houston Cnty., 660 S.E.2d 801 (Ga. Ct. App. 2008).
· cites it 4× “Additionally, they contend that Fielbon should not be liable under the note because under OCGA§ 14-11-301 (c), a limited liability corporation is not liable for acts of a member that are “not apparently for the carrying on in the usual way the business or affairs” of the…”
ULQ, LLC v. Meder, 666 S.E.2d 713 (Ga. Ct. App. 2008).
· cites it 2× “OCGA § 14-11-301 *185 (b) (1) (in manager-managed companies, “[n]o member, acting solely in the capacity as a member, is an agent of the limited liability company .”
Primary Investments, LLC v. Wee Tender Care III, Inc., 746 S.E.2d 823 (Ga. Ct. App. 2013).
· cites it 2× “Plaintiffs are correct that OCGA § 14-11-301 (b) (2) of the Act provides that “[i]f the articles of organization provide that management of the limited liability company is vested in a manager or managers: .”
Blue Whale Studios, LLC (Bankr. N.D. Ga. 2022).
· cites it 7× “” In the Response, Debtor cited to O.C.G.A. § 14-11-301 to argue that Mr. Levy, acting alone, had authority to place Blue Whale into bankruptcy because “the act of any member, including but not limited to, the execution in the name of the limited liability company of any…”
Alacrity Holdings 6, LLC v. Popli (Bankr. N.D. Ga. 2023).
· cites it 6× “O.C.G.A. § 14-11-301(a). Section 301(c) of the Act provides: [a]n act of a manager or a member that is not apparently for the carrying on in the usual way the business or affairs of the limited liability company does not bind the limited liability company unless authorized in…”
Guarantee Co. of North Am. v. Pine Plantation LLC. (11th Cir. 2018).
· cites it 2× “O.C.G.A. § 14-11-301(b)(2). Pursuant to this provision, a manager acts as an agent for an LLC to the extent that he is (1) “apparently carrying on in the usual way the business” of the LLC and (2) unless he has no authority to take the particular action at issue “and the person…”
Posey v. Atlanta Pub. Schs. (N.D. Ga. 2024).
· cites it 2× “” O.C.G.A. § 14-11-301(a). And her complaints sought to protect The Club’s interests because they challenged what she perceived to be retaliation against The Club, including the termination of its business relationships.”
Randall E Kimball (Bankr. N.D. Ga. 2025).
· cites it 2× “, O.C.G.A § 14-11-301. Those rights were temporarily lost.”
— 14-11-301(a) — 3 cases
Alacrity Holdings 6, LLC v. Popli (Bankr. N.D. Ga. 2023).
“O.C.G.A. § 14-11-301(a). Section 301(c) of the Act provides: [a]n act of a manager or a member that is not apparently for the carrying on in the usual way the business or affairs of the limited liability company does not bind the limited liability company unless authorized in…”
Posey v. Atlanta Pub. Schs. (N.D. Ga. 2024).
“” O.C.G.A. § 14-11-301(a). And her complaints sought to protect The Club’s interests because they challenged what she perceived to be retaliation against The Club, including the termination of its business relationships.”
Blue Whale Studios, LLC (Bankr. N.D. Ga. 2022).
“” In the Response, Debtor cited to O.C.G.A. § 14-11-301 to argue that Mr. Levy, acting alone, had authority to place Blue Whale into bankruptcy because “the act of any member, including but not limited to, the execution in the name of the limited liability company of any…”
— 14-11-301(b)(2) — 1 case
Guarantee Co. of North Am. v. Pine Plantation LLC. (11th Cir. 2018).
“O.C.G.A. § 14-11-301(b)(2). Pursuant to this provision, a manager acts as an agent for an LLC to the extent that he is (1) “apparently carrying on in the usual way the business” of the LLC and (2) unless he has no authority to take the particular action at issue “and the person…”
— 14-11-301(c) — 2 cases
Blue Whale Studios, LLC (Bankr. N.D. Ga. 2022).
“” In the Response, Debtor cited to O.C.G.A. § 14-11-301 to argue that Mr. Levy, acting alone, had authority to place Blue Whale into bankruptcy because “the act of any member, including but not limited to, the execution in the name of the limited liability company of any…”
Alacrity Holdings 6, LLC v. Popli (Bankr. N.D. Ga. 2023).
“O.C.G.A. § 14-11-301(a). Section 301(c) of the Act provides: [a]n act of a manager or a member that is not apparently for the carrying on in the usual way the business or affairs of the limited liability company does not bind the limited liability company unless authorized in…”
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.