Events of Dissociation, Withdrawal, and Dissolution

O.C.G.A. tit. 14, ch. 11, art. 6

in effect

O.C.G.A. § 14-11-601 Events of dissociation.

14-11-601. Events of dissociation. (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. (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.)

O.C.G.A. § 14-11-601.1 Events resulting in cessation of membership.

14-11-601.1. Events resulting in cessation of membership. (a) This Code section is effective for limited liability companies formed on or after 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 ceases to be a member of the limited liability company as provided in paragraph (6) of Code Section 14-11-502; (2) 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; (3) The member's entire interest in the limited liability company is purchased or redeemed by the limited liability company; (4) 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; (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, 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 (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, 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 not withdraw from the limited liability company. (Code 1981, § 14-11-601.1, enacted by Ga. L. 1999, p. 822, § 3; Ga. L. 2002, p. 1235, § 6.)

O.C.G.A. § 14-11-602 Dissolution.

14-11-602. Dissolution. (a) Effective for limited liability companies formed prior to July 1, 1999, a limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following: (1) At the time specified in the articles of organization or a written operating agreement; (2) Upon the happening of events specified in the articles of organization or a written operating agreement; (3) Subject to contrary provision in the articles of organization or a written operating agreement, at a time approved by all the members; (4) Subject to contrary provision in the articles of organization or a written operating agreement, 90 days after any event of dissociation with respect to any member (other than an event specified in paragraph (1) of subsection (b) of Code Section 14-11-601), unless within such 90 day period the limited liability company is continued by the written consent of all other members or as otherwise provided in the articles of organization or a written operating agreement; or (5) Entry of a decree of judicial dissolution under subsection (a) of Code Section 14-11-603. (b) Effective for limited liability companies formed on or after July 1, 1999, a limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following: (1) At the time specified in the articles of organization or a written operating agreement; (2) Upon the happening of events specified in the articles of organization or a written operating agreement; (3) Subject to contrary provision in the articles of organization or a written operating agreement, at a time approved by all the members; (4) Subject to contrary provision in the articles of organization or a written operating agreement, 90 days after an event of dissociation with respect to the last remaining member, unless otherwise provided in the articles of organization or a written operating agreement; or (5) Entry of a decree of judicial dissolution under subsection (a) of Code Section 14-11-603. (c) Notwithstanding paragraphs (1), (2), (3), and (4) of subsections (a) and (b) of this Code section, the limited liability company shall not be dissolved and its affairs shall not be wound up if, prior to the filing of a certificate of termination in the office of the Secretary of State, either: (1) The limited liability company's articles of organization or operating agreement, or both, are amended such that, after giving effect to such amendment, such event does not result in dissolution of the limited liability company pursuant to subsection (a) or (b) of this Code section; or (2) If the limited liability company then has at least one member, a decision to continue the limited liability is taken by all of the members of the limited liability company (and all other persons, if any, with power to require dissolution of the limited liability company under its articles of organization or written operating agreement). Any amendment or other action contemplated by paragraph (1) or (2) of this subsection shall, to the extent necessary to achieve the purposes of this subsection, be effective as of and from and after the applicable event described in subsection (a) or (b) of this Code section. (Code 1981, § 14-11-602, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1995, p. 470, § 19; Ga. L. 1999, p. 822, § 4; Ga. L. 2002, p. 1235, § 7; Ga. L. 2009, p. 108, § 10/HB 308.)

O.C.G.A. § 14-11-603 Judicial and administrative dissolution; reservation of name.

14-11-603. Judicial and administrative dissolution; reservation of name. (a) On application by or for a member, the court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or a written operating agreement. A certified copy of any such decree shall be delivered to the Secretary of State, who shall file it. (b)(1) The Secretary of State may commence a proceeding under this subsection to dissolve a limited liability company administratively if: (A) The limited liability company does not deliver its annual registration to the Secretary of State, together with all required fees and penalties, within 60 days after it is due; (B) The limited liability company is without a registered agent or registered office in this state for 60 days or more; (C) The limited liability company does not notify the Secretary of State within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or (D) The limited liability company pays a fee as required to be collected by the Secretary of State by a check or some other form of payment which is dishonored and the limited liability company or its agent does not submit payment for said dishonored payment within 60 days from notice of nonpayment issued by the Secretary of State. (2) If the Secretary of State determines that one or more grounds exist under this subsection for dissolving a limited liability company, he or she shall provide the limited liability company with written notice of his or her determination by mailing a copy of the notice, first-class mail, to the limited liability company at the last known address of its principal office or to the registered agent. If the limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after notice is provided to the limited liability company, the Secretary of State shall administratively dissolve the limited liability company by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate. (3) A limited liability company administratively dissolved continues its existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs. Winding up the business of a limited liability company administratively dissolved may include, without limitation, the limited liability company proceeding, at any time after the effective date of the administrative dissolution, in accordance with Code Sections 14-11-607 and 14-11-608. The administrative dissolution of a limited liability company does not terminate the authority of its registered agent. (4) A limited liability company administratively dissolved under this Code section may apply to the Secretary of State for reinstatement within five years after the effective date of such dissolution. The application shall: (A) Recite the name of the limited liability company and the effective date of its administrative dissolution; (B) State that the ground or grounds for dissolution either did not exist or have been eliminated; (C) Either be executed by the registered agent or a member or manager of the limited liability company, in each case as set forth in the most recent annual registration of the limited liability company filed with the Secretary of State, or be accompanied by a notarized statement, executed by a person who was a member or manager, or an heir, successor, or assign of a person who was a member or manager, of the limited liability company at the time that the limited liability company was administratively dissolved, stating that such person or decedent was a member or manager of the limited liability company at the time of administrative dissolution and such person has knowledge of and assents to the application for reinstatement; (D) Contain a statement by the limited liability company reciting that all taxes owed by the limited liability company have been paid; and (E) Be accompanied by the fee required for the application for reinstatement contained in Code Section 14-11-1101. If the Secretary of State determines that the application contains the information required by this paragraph and that the information is correct, he or she shall prepare a certificate of reinstatement that recites his or her determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the limited liability company. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the limited liability company resumes carrying on its business as if the administrative dissolution had never occurred. (5) If the Secretary of State denies a limited liability company's application for reinstatement following administrative dissolution, he or she shall serve the limited liability company with a written notice that explains the reason or reasons for denial. The limited liability company may appeal the denial of reinstatement to the superior court of the county where the limited liability company's registered office is or was located within 30 days after service of the notice of denial is perfected. The limited liability company appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the limited liability company's application for reinstatement, and the Secretary of State's notice of denial. The court's final decision may be appealed as in other civil proceedings. (6) The Secretary of State shall reserve the name of a limited liability company administratively dissolved under Code Section 14-2-1421 for such limited liability company's specific use for a period of five years after the effective date of the dissolution or until the limited liability company is reinstated, whichever is sooner. (Code 1981, § 14-11-603, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1999, p. 405, § 34; Ga. L. 2008, p. 253, §§ 12, 13/SB 436; Ga. L. 2011, p. 430, § 7/SB 64.)

O.C.G.A. § 14-11-604 Winding up.

14-11-604. Winding up. (a) Except as otherwise provided in the articles of organization or a written operating agreement, upon dissolution, the members or managers in whom management of the limited liability company was vested prior to dissolution may wind up a dissolved limited liability company's affairs, or, if there are no such members or managers at the time of or at any time after such dissolution, such persons as may be designated by the persons then entitled to receive a majority of all subsequent distributions, if any, from the limited liability company may wind up the limited liability company's affairs. For cause shown, the court may wind up a dissolved limited liability company's affairs on application of any member as to which an event of dissociation has not occurred, any such member's legal representative, or any such member's assignee, or if there is no such member, legal representative, or assignee, on application of any assignee of an interest in the limited liability company. (b) Except so far as may be appropriate to wind up the limited liability company's affairs or to complete transactions begun but not then finished, dissolution terminates all authority of every person to act for the limited liability company; provided, however, that, prior to the filing of a statement of commencement of winding up, the limited liability company shall be bound to any person who lacks knowledge of the dissolution with respect to any transaction which would bind the limited liability company if dissolution had not taken place. (Code 1981, § 14-11-604, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1999, p. 822, § 5.)

O.C.G.A. § 14-11-605 Distribution of assets.

14-11-605. Distribution of assets. (a) In connection with its winding up, a limited liability company shall (1) discharge, make provision to discharge, or dispose of pursuant to Code Sections 14-11-607 and 14-11-608, its liabilities, and (2) subject to any applicable provisions in the articles of organization or a written operating agreement, distribute its remaining assets to its members. (b) To the extent a dissolved limited liability company does not discharge, make provision to discharge, or dispose of pursuant to Code Sections 14-11-607 and 14-11-608 a claim against it, such claim may be enforced: (1) Against the limited liability company, to the extent of its undistributed assets; or (2) Against each member receiving a distribution in winding up, to the extent of the assets so distributed to such member; provided that a member's total liability for all such claims shall not exceed the total amount of assets so distributed to him or her. As respects any such claims, the limited liability company and its members shall have rights of contribution among themselves so as to produce, insofar as practicable, the effects that would have been produced had such claim been discharged by the limited liability company prior to any distribution to members. (Code 1981, § 14-11-605, enacted by Ga. L. 1993, p. 123, § 1.)

O.C.G.A. § 14-11-606 Statement of commencement of winding up.

14-11-606. Statement of commencement of winding up. Upon dissolution, a statement of commencement of winding up may be delivered for filing to the Secretary of State by any person authorized to wind up the limited liability company's affairs. Such statement shall set forth: (1) The name of the limited liability company; (2) The fact that the limited liability company has dissolved and commenced its winding up activities; and (3) Any other provision, not inconsistent with law, that the persons charged with winding up the limited liability company's affairs elect to include. (Code 1981, § 14-11-606, enacted by Ga. L. 1993, p. 123, § 1.)

O.C.G.A. § 14-11-607 Known claims against dissolved limited liability company.

14-11-607. Known claims against dissolved limited liability company. (a) A dissolved limited liability company that has filed a statement of commencement of winding up may dispose of the known claims against it by following the procedures described in this Code section. (b) The dissolved limited liability company may notify its known claimants in writing of the winding up proceedings at any time after the filing of the statement of commencement of winding up. The written notice must: (1) Describe information that the limited liability company determines must be included in a claim; (2) Provide a mailing address where a claim may be sent; (3) State the deadline, which may not be less than six months from the date of mailing of the written notice, by which the dissolved limited liability company must receive the claim; (4) State that the claim will be barred if not received by the deadline; and (5) State that the limited liability company will give notice of acceptance or rejection of all claims that are received in timely fashion within six months after the deadline for receipt of claims. (c) A claim against a dissolved limited liability company is barred: (1) If a claimant who was given written notice under subsection (b) of this Code section does not deliver the claim to the dissolved limited liability company by the deadline; or (2) If a claimant whose claim was rejected by the dissolved limited liability company does not commence a proceeding to enforce the claim within one year from the date of mailing of the rejection notice. (d) For purposes of this Code section, the term "claim" does not include a contingent liability or a claim based on an event occurring after the filing of the statement of commencement of winding up. (Code 1981, § 14-11-607, enacted by Ga. L. 1993, p. 123, § 1.)

O.C.G.A. § 14-11-608 Unknown claims against dissolved limited liability company.

14-11-608. 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. (Code 1981, § 14-11-608, enacted by Ga. L. 1993, p. 123, § 1.)

O.C.G.A. § 14-11-609 Manner of publication of request for claims.

14-11-609. Manner of publication of request for claims. A limited liability company seeking to publish a request for claims described in Code Section 14-11-608 shall mail or deliver to the publisher of a newspaper that is the official organ of the county where the registered office of the limited liability company is located, or that is a newspaper of general circulation published within such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation, a request to publish the request for claims. The request for publication of the request for claims shall be accompanied by a check, draft, or money order in the amount of $40.00 in payment of the cost of publication. The notice shall be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper. (Code 1981, § 14-11-609, enacted by Ga. L. 1993, p. 123, § 1.)

O.C.G.A. § 14-11-610 Certificate of termination.

14-11-610. Certificate of termination. A dissolved limited liability company may deliver to the Secretary of State for filing a certificate of termination when the statements required to be included therein can be truthfully made. Such a certificate of termination shall set forth: (1) The name of the limited liability company; (2) That all known debts, liabilities, and obligations of the limited liability company have been paid, discharged, or barred or that adequate provision has been made therefor; and (3) That there are no actions pending against the limited liability company in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree that may be entered against it in any pending action. (Code 1981, § 14-11-610, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1999, p. 405, § 35; Ga. L. 2009, p. 108, § 11/HB 308.)

O.C.G.A. § 14-11-611 Execution of deeds or other instruments by signing.

14-11-611. Execution of deeds or other instruments by signing. Deeds or other instruments requiring execution after the filing of a certificate of termination by a dissolved limited liability company may be signed by any person who had authority to wind up the dissolved limited liability company under the provisions of subsection (a) of Code Section 14-11-604. (Code 1981, § 14-11-611, enacted by Ga. L. 1994, p. 161, § 7.)

Source: Official Code of Georgia (Legislative Counsel's copy via Public.Resource.Org) + acts (legis.ga.gov)URL: https://archive.org/download/gov.ga.ocga.2024/T14%20%28V12%29%202017.txtFetched: 10/24/2026