O.C.G.A. § 14-11-503 (2019)
Rights of assignee to become member
Except as otherwise provided in the articles of organization or a written operating agreement:
(1) An assignee of a limited liability company interest may become a member only if the other members unanimously consent;
(2) An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, any operating agreement, and this chapter;
(3) An assignee who becomes a member is liable for the obligations to make contributions that are enforceable against his or her assignor under Code Section 14-11-402, but he or she is not liable for:
(A) The obligations of his or her assignor under Code Section 14-11-408; or
(B) Other obligations of his or her assignor (including obligations to make contributions) of which the assignee had no knowledge at the time he or she became a member and which could not be ascertained from the articles of organization or a written operating agreement; and
(4) Whether or not an assignee of a limited liability company interest becomes a member, the assignor is not released from his or her liability to the limited liability company under Code Section 14-11-402 or Code Section 14-11-408.
History
(Code 1981, § 14-11-503, enacted by Ga. L. 1993, p. 123, § 1.)
Annotations
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).
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.
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