TITLE 14
CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS
ARTICLE 5
LIMITED LIABILITY COMPANY INTERESTS; ADMISSION OF MEMBERS
14-11-503. Rights of assignee to become member.
Except as otherwise provided in the articles of organization or a written operating agreement:
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An assignee of a limited liability company interest may become a member only if the other members unanimously consent;
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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;
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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:
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The obligations of his or her assignor under Code Section 14-11-408; or
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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
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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.
(Code 1981, §14-11-503, enacted by Ga. L. 1993, p. 123, § 1.)
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 A.L.R.6th 611.
