O.C.G.A.

O.C.G.A. § 14-11-601 (2019)

Events of dissociation

✓ 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) This Code section is effective for limited liability companies formed prior to July 1, 1999.

(b) A person ceases to be a member of a limited liability company upon the occurrence of any of the following events:

(1) The member withdraws by voluntary act from the limited liability company as provided in subsection (d) of this Code section;

(2) The member ceases to be a member of the limited liability company as provided in paragraph (6) of Code Section 14-11-502;

(3) The member is removed as a member:

(A) In accordance with the articles of organization or a written operating agreement; or

(B) Subject to contrary provision in the articles of organization or in a written operating agreement, when the member assigns all of his or her limited liability company interest, by an affirmative vote of a majority in number of the members who have not assigned all of their limited liability company interests;

(4) The member’s entire interest in the limited liability company is purchased or redeemed by the limited liability company;

(5) Subject to contrary provision in the articles of organization or a written operating agreement, or written consent of all other members at the time, the member (A) makes an assignment for the benefit of creditors; (B) files a voluntary petition in bankruptcy; (C) is adjudicated a bankrupt or insolvent; (D) files a petition or answer seeking for the member any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation; (E) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the member in any proceeding of this nature; or (F) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the member or of all or any substantial part of the member’s properties;

(6) Subject to contrary provision in the articles of organization or a written operating agreement, or written consent of all other members at the time, if within 120 days after the commencement of any proceeding against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without his or her consent or acquiescence of a trustee, receiver, or liquidator of the member or of all or any substantial part of his or her properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any stay, the appointment is not vacated; or

(7) Subject to contrary provision in the articles of organization or a written operating agreement, or written consent of all other members at the time, in the case of a member who is an individual:

(A) On the date of his or her death; or

(B) On the date of the entry of an order by a court of competent jurisdiction adjudicating the member incompetent to manage his or her person or his or her property.

(c) The articles of organization or a written operating agreement may provide for other events the occurrence of which result in a person ceasing to be a member of the limited liability company.

(d) Except as otherwise provided in the articles of organization or a written operating agreement, a member may withdraw from the limited liability company at any time by giving written notice to the other members at least 30 days in advance of his or her withdrawal or such other notice as is provided for in a written operating agreement.

History

(Code 1981, § 14-11-601, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1999, p. 822, § 2; Ga. L. 2002, p. 1235, § 5.)

Annotations

JUDICIAL DECISIONS Jury instruction proper. - Jury instruction that recited the statutory definition of a member of a limited liability company as provided under O.C.G.A.

§§ 14-11-101(16) and 14-11-601(b) was properly given. James E. Warren, M.D., P.C. v. Weber & Warren Anesthesia Servs., 272 Ga. App. 232, 612 S.E.2d 17 (2005).

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.

Issues concerning bankruptcy proceedings of limited liability companies, 37 ALR Fed. 2d 129.

Notes of Decisions
Cited in 5 cases (2 in the last 5 years), 2011–2024 · leading case: Crumpton v. Vick’s Mobile Homes, LLC Et Al., 779 S.E.2d 136 (Ga. Ct. App. 2015).
Crumpton v. Vick’s Mobile Homes, LLC Et Al., 779 S.E.2d 136 (Ga. Ct. App. 2015). · cites it 2× “2 We note that the Georgia Limited Liability Company Code defines a “member” as “a person who has been admitted to a limited liability company as a member as provided in Code Section 14-11-505 and who has not ceased to he a member as provided in Code Section 14-11-601 or…”
Premier Pediatric Providers, LLC v. Kennesaw Pediatrics, P.C. (Ga. Ct. App. 2024). · cites it 4× “For purposes of this statute, “member” is defined as “a person who has been admitted to a limited liability company as a member as provided in Code Section 14-11-505 and who has not ceased to be a member as provided in Code Section 14-11-601 or 14-11-601.1.” OCGA § 14-11-101…”
Ridgewalk Holdings, LLC v. Atlanta Apt. Inv. Corp. (Ga. Ct. App. 2021). · cites it 2× “]”17 “As used in [the Georgia Limited Liability Company Act18], unless the context otherwise requires, the term: ‘[m]ember’ means a person who has been admitted to a limited liability company as a member as provided in Code Section 14-11-505 and who has not ceased to be a member…”
Roswell Holdings, LLC v. Houser (In re Houser), 463 B.R. 580 (Bankr. N.D. Ga. 2011). · cites it 2× “O.C.G.A. § 14-11-601 ef seq. governs administrative dissolution of a limited liability company.”
Nelson v. All. Hosp. Mgmt., LLC, 2013 NCBC 43 (N.C. Bus. Ct. 2013). “” Ga. Code Ann. § 14-11-601 (b) (2013). {39} For assignees or transferees of a membership interest, Georgia’s LLC Act provides that “[a]n assignment of a limited liability company interest does not … entitle the assignee to … exercise any rights of a member until admitted as a…”
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.