O.C.G.A. § 14-11-608 (2019)
Unknown claims against dissolved limited liability company
(a) A dissolved limited liability company that has filed a statement of commencement of winding up may publish, in the manner prescribed by Code Section 14-11-609, a request that persons with claims against the limited liability company present them in accordance with subsection (b) of this Code section.
(b) The request must:
(1) Describe the information that the limited liability company determines must be included in a claim and provide a mailing address where the claim may be sent; and
(2) State that, except for claims that are contingent at the time of the filing of the statement of commencement of winding up or that arise after the filing of the statement of commencement of winding up, a claim against the limited liability company not otherwise barred will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the request.
(c) If a dissolved limited liability company that has filed a statement of commencement of winding up publishes a request described in subsection (b) of this Code section, all claims not otherwise barred will be barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within two years after the date of the publication of the request, except:
(1) Claims that are contingent at the time of the filing of the statement of commencement of winding up; and
(2) Claims that arise after the filing of the statement of commencement of winding up.
(d) If a dissolved limited liability company publishes a request described in subsection (b) of this Code section, a claim not otherwise barred of a claimant whose claim is contingent at the time of the filing of the statement of commencement of winding up or based on an event occurring after the filing of the statement of commencement of winding up is barred against the limited liability company, its members, and managers unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within two years after the date of filing of a certificate of termination or five years after the date of the second publication of the request in accordance with subsection (b) of this Code section, whichever is later.
History
(Code 1981, § 14-11-608, enacted by Ga. L. 1993, p. 123, § 1.)
Annotations
Law reviews. - For survey article on business associations, see 60 Mercer L. Rev. 35 (2008). For article, ‘‘2008 Annual Review of Case Law Development,’’ see 14
(No. 6) Ga. St. B. J. 28 (2009). For article, ‘‘Business Associations,’’ see 63 Mercer L. Rev. 83 (2011).
JUDICIAL DECISIONS Dissolution proper. - Given that parties agreed that a limited liability company should be dissolved, it was proper for trial court to conclude that it was not reasonably practicable to carry on the business under O.C.G.A. § 14-11-603 and to dissolve the company. Ervin v. Turner, 291 Ga. App. 719, 662 S.E.2d 721 (2008), cert. denied, 2008 Ga. LEXIS 773, 774, 794 (Ga. 2008). Receiver appointed. - After proceedings for dissolution of a limited liability company (LLC) were brought under O.C.G.A. § 14-11-603, the trial court properly appointed a neutral receiver to manage the affairs of the LLC during the
pendency of further proceedings. The parties, who each owned half shares in the LLC, could not agree about the management of the LLC and its financial affairs, and even when accountants were hired to conduct an audit of the LLC, a meaningful accounting could not be done because the parties provided conflicting, incomplete, and inconsistent information to the accountants. Ga. Rehab. Ctr., Inc. v. Newnan Hosp., 283 Ga. 335, 658 S.E.2d 737 (2008). Arbitration. - The dissolution of a limited liability company (LLC) did not have to be submitted to arbitration under the LLC’s operating agreement. None of
CORPORATIONS & PARTNERSHIPS
the events named in the agreement formed the basis for the dissolution; rather, the dissolution proceedings were commenced by one of the LLC’s two co-owners under O.C.G.A. § 14-11-603. Ga. Rehab. Ctr., Inc. v. Newnan Hosp., 283 Ga. 335, 658 S.E.2d 737 (2008). Request by two of a limited liability company’s three members for judicial dissolution of the company pursuant to O.C.G.A. § 14-11-603 was not a claim
arising out of, in connection with, or relating to the operating agreement or any breach thereof and therefore was not required to be arbitrated under the agreement. The third member’s failure to call or attend meetings as provided in the operating agreement was more than a formality and the trial court did not err in dissolving the company. Simmons Family Props., LLLP v. Shelton, 307 Ga. App. 361, 705 S.E.2d 258 (2010).
RESEARCH REFERENCES ALR. - Construction and application of limited liability company acts - issues relating to dissolution and winding up of
affairs of limited liability company, 49 ALR6th 1.