O.C.G.A.

O.C.G.A. § 14-11-502 (2019)

Assignment of limited liability company interest

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

(1) A limited liability company interest is assignable in whole or in part;

(2) An assignment entitles the assignee to share in the profits and losses and to receive the distributions to which the assignor was entitled, to the extent assigned;

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(3) An assignment of a limited liability company interest does not of itself dissolve the limited liability company or entitle the assignee to participate in the management and affairs of the limited liability company or to become or exercise any rights of a member until admitted as a member pursuant to Code Section 14-11-505;

(4) Until the assignee of a limited liability company interest becomes a member, the assignor continues to be a member with respect to the assigned limited liability company interest, subject to the other members’ right to remove the assignor pursuant to subparagraph (b)(3)(B) of Code Section 14-11-601 or subparagraph (b)(2)(B) of Code Section 14-11-601.1;

(5) Until the assignee of a limited liability company interest becomes a member, the assignee shall have no liability as a member solely as a result of the assignment;

(6) A member who assigns his or her entire limited liability company interest ceases to be a member or to have the power to exercise any rights of a member when all of the assignees of his or her entire limited liability company interest become members with respect to the assigned limited liability company interest, subject to the other members’ right to remove the assignor earlier pursuant to subparagraph (b)(3)(B) of Code Section 14-11-601 or subparagraph (b)(2)(B) of Code Section 14-11-601.1; and

(7) The pledge of, or granting of a security interest, lien, or other encumbrance in or against, any or all of the limited liability company interest of a member is not an assignment and shall not cause the member to cease to be a member or to cease to have the power to exercise any rights or powers of a member.

History

(Code 1981, § 14-11-502, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2002, p. 1235, § 4.)

Annotations

Law reviews. - For article, ‘‘The Georgia LLC Act Comes of Age,’’ see 16 (No. 1) Ga. St. B. J. 20 (2010). JUDICIAL DECISIONS Interest obtained by transferee. - Although a bank took only an ‘‘economic interest’’ in a limited liability company by a non-unanimous transfer from a member, it was an interest upon which the bank was entitled to foreclose. Hopson v. Bank

of N. Ga., 258 Ga. App. 360, 574 S.E.2d 411 (2002). Cited in Gaslowitz v. Stabilis Fund I, LP, 331 Ga. App. 152, 770 S.E.2d 245 (2015).

RESEARCH REFERENCES ALR. - Construction and application of limited liability company acts - issues relating to formation of limited liability

company and addition or disassociation of members thereto, 43 ALR6th 611.

Notes of Decisions

Cited in 7 cases (2 in the last 5 years), 2013–2025 · leading case: Gaslowitz v. Stabilis Fund I, LP, 770 S.E.2d 245 (Ga. Ct. App. 2015).

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Gaslowitz v. Stabilis Fund I, LP, 770 S.E.2d 245 (Ga. Ct. App. 2015). · cites it 4× “3 See OCGA § 14-11-502 (2) (providing that an assignee of an interest in a limited liability company is entitled to receive distributions to which an assignor was entitled, to the extent assigned).”

Mahalo Investments III, LLC v. First Citizens Bank & Trust Co., Inc., 769 S.E.2d 154 (Ga. Ct. App. 2015). · cites it 2× “See also OCGA § 14-11-502 (concerning assignment of a limited liability company interest).”

Dych v. VanBrocklin (In re VanBrocklin), 566 B.R. 90 (Bankr. N.D. Ga. 2017). · cites it 2× “See O.C.G.A. § 14-11-502 (addressing the assignment of interests in a limited liability company); O.”

Pb Brands LLC v. Patel Sister LLC (M.D. Ga. 2025). · cites it 2× “1995); accord O.C.G.A. § 14-11-502(2) (“An assignment [of interest in a limited liability company] entitles the assignee to share in the profits and losses and to receive the distributions to which the assignor was entitled, to the extent assigned[.”

Adam Gaslowitz v. Stabilis Fund I, Lp (Ga. Ct. App. 2015). · cites it 2× “3 See OCGA § 14-11-502 (2) (providing that an assignee of an interest in 3 The rights of a judgment creditor against the interest of a member of a limited liability company under OCGA § 14-11-504 (a) are similar to the rights of judgment creditors against the interest of a…”

Asset Recovery Assocs., LLC v. Whole Foods Mkt. Grp., Inc. (N.D. Ga. 2022). “§ 14-11-502(1); §§ 14-11-503, -601.1 (designating procedures to admit or remove LLC members following assignment of their interests).”

Nelson v. All. Hosp. Mgmt., LLC, 2013 NCBC 43 (N.C. Bus. Ct. 2013). “” Ga. Code Ann. § 14-11-502 (3), (4) (2013).”

— 14-11-502(1) — 1 case

— 14-11-502(2) — 1 case

Pb Brands LLC v. Patel Sister LLC (M.D. Ga. 2025). “1995); accord O.C.G.A. § 14-11-502(2) (“An assignment [of interest in a limited liability company] entitles the assignee to share in the profits and losses and to receive the distributions to which the assignor was entitled, to the extent assigned[.”

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.