Dissenters’ Rights

O.C.G.A. tit. 14, ch. 11, art. 10

in effect

O.C.G.A. § 14-11-1001 Definitions.

14-11-1001. Definitions. As used in this article, the term: (1) "Beneficial member" means the person who is a beneficial owner of the membership interest held in a voting trust or by a nominee as the record member. (2) "Dissenter" means a member who is entitled to dissent from limited liability company action under Code Section 14-11-1002 and who exercises that right when and in the manner required by Code Sections 14-11-1003 through 14-11-1010. (3) "Fair value" with respect to a membership interest means the value of the membership interest immediately before the effectuation of the limited liability company action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of such action. (4) "Interest" means interest from the effective date of the limited liability company action until the date of payment, at a rate that is fair and equitable under all the circumstances. (5) "Limited liability company" means the limited liability company of which the dissenter is a member before the limited liability company action to which the dissenter objects or the surviving entity by merger of that limited liability company. (6) "Member" means the record member or the beneficial member. (7) "Membership interest" means a member's rights in the limited liability company, collectively, including the member's share of the profits and losses of the limited liability company, the right to receive distributions of the limited liability company's assets, and any right to vote or participate in management. (8) "Record member" means the person in whose name the membership interest is registered in the records of a limited liability company. (Code 1981, § 14-11-1001, enacted by Ga. L. 1993, p. 123, § 1.)

O.C.G.A. § 14-11-1002 Right to dissent.

14-11-1002. Right to dissent. (a) Unless otherwise provided by the articles of organization or a written operating agreement, a record member of the limited liability company is entitled to dissent from, and obtain payment of the fair value of his or her membership interest in the event of, any of the following actions: (1) Consummation of a plan of merger to which the limited liability company is a party if approval of less than all of the members of the limited liability company is required for the merger by the articles of organization or a written operating agreement and the member is entitled to vote on the merger; (2) Consummation of a plan of conversion pursuant to Code Section 14-2-1109.2 or 14-11-906; (3) Consummation of a sale, lease, exchange, or other disposition of all or substantially all of the property of the limited liability company if approval of less than all of the members is required by the articles of organization or a written operating agreement and the member is entitled to vote on the sale, lease, exchange, or other disposition, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the members within one year after the date of sale; (4) An amendment of the articles of organization that materially and adversely affects rights in respect of a dissenter's membership interest in the limited liability company because it: (A) Alters or abolishes a preferential right of the member's interest; (B) Creates, alters, or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase, of the membership interest; (C) Alters or abolishes a preemptive right of the holder of the membership interest to acquire additional interest or other securities; (D) Excludes or limits the right of the member to vote on any matter, other than a limitation by dilution through additional member contributions or other securities with similar voting rights; or (E) Cancels, redeems, or repurchases all or part of the membership interest of the class; or (5) Any limited liability company action taken pursuant to a member vote to the extent that the articles of organization or a written operating agreement provides that voting or nonvoting members are entitled to dissent and obtain payment for their membership interests. (b) A member entitled to dissent and obtain payment for his or her membership interest under this article may not challenge the limited liability company action creating his or her entitlement unless the limited liability company action fails to comply with procedural requirements of this chapter, the articles of organization, or the written operating agreement or if the vote required to obtain approval of the limited liability company action was obtained by fraudulent and deceptive means, regardless of whether the member has exercised dissenters' rights. (Code 1981, § 14-11-1002, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2006, p. 825, § 28/SB 469.)

O.C.G.A. § 14-11-1003 Notice of dissenters’ rights.

14-11-1003. Notice of dissenters’ rights. (a) If proposed limited liability company action creating dissenters' rights under Code Section 14-11-1002 is submitted to a vote at a members' meeting, the meeting notice must state that members are or may be entitled to assert dissenters' rights under this article and be accompanied by a copy of this article. (b) If limited liability company action creating dissenters' rights under Code Section 14-11-1002 is taken without a vote of members, the limited liability company shall notify in writing all members entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in Code Section 14-11-1005. (Code 1981, § 14-11-1003, enacted by Ga. L. 1993, p. 123, § 1.)

O.C.G.A. § 14-11-1004 Notice of intent to demand payment.

14-11-1004. Notice of intent to demand payment. (a) If proposed limited liability company action creating dissenters' rights under Code Section 14-11-1002 is submitted to a vote at a members' meeting, a record member who wishes to assert dissenters' rights: (1) Must deliver to the limited liability company before the vote is taken written notice of his or her intent to demand payment for his or her membership interest if the proposed action is effectuated; and (2) Must not vote his or her membership interest in favor of the proposed action. (b) A record member who does not satisfy the requirements of subsection (a) of this Code section is not entitled to payment for his or her membership interest under this article. (Code 1981, § 14-11-1004, enacted by Ga. L. 1993, p. 123, § 1.)

O.C.G.A. § 14-11-1005 Dissenters’ notice.

14-11-1005. Dissenters’ notice. (a) If proposed limited liability company action creating dissenters' rights under Code Section 14-11-1002 is authorized at a members' meeting, the limited liability company shall deliver a written dissenters' notice to all members who satisfied the requirements of Code Section 14-11-1004. (b) The dissenters' notice must be sent no later than ten days after the limited liability company action was taken and must: (1) State where the payment demand must be sent and where and when certificates for certificated membership interests must be deposited; (2) Inform holders of uncertificated membership interests to what extent transfer of the membership interests will be restricted after the payment demand is received; (3) Set a date by which the limited liability company must receive the payment demand, which date may not be fewer than 30 nor more than 60 days after the date the notice required in subsection (a) of this Code section is delivered; and (4) Be accompanied by a copy of this article. (Code 1981, § 14-11-1005, enacted by Ga. L. 1993, p. 123, § 1.)

O.C.G.A. § 14-11-1006 Duty to demand payment.

14-11-1006. Duty to demand payment. (a) A record member sent a dissenters' notice described in Code Section 14-11-1005 must demand payment and deposit his or her certificates for certificated membership interests in accordance with the terms of the notice. (b) A record member who demands payment and deposits his or her certificates under subsection (a) of this Code section retains all other rights of a member until these rights are canceled or modified by the taking of the proposed limited liability company action. (c) A record member who does not demand payment or deposit his or her membership interest certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for his or her membership interest under this article. (Code 1981, § 14-11-1006, enacted by Ga. L. 1993, p. 123, § 1.)

O.C.G.A. § 14-11-1007 Membership interest restrictions.

14-11-1007. Membership interest restrictions. (a) The limited liability company may restrict the transfer of uncertificated membership interests from the date the demand for their payment is received until the proposed limited liability company action is taken or the restrictions are released under Code Section 14-11-1009. (b) The person for whom dissenters' rights are asserted as to uncertificated membership interests retains all other rights of a member until these rights are canceled or modified by the taking of the proposed limited liability company action. (Code 1981, § 14-11-1007, enacted by Ga. L. 1993, p. 123, § 1.)

O.C.G.A. § 14-11-1008 Offer of payment.

14-11-1008. Offer of payment. (a) Except as provided in Code Section 14-11-1010, within ten days of the later of the date the proposed limited liability company action is taken or receipt of a payment demand, the limited liability company shall offer to pay each dissenter who complied with Code Section 14-11-1006 the amount the limited liability company estimates to be the fair value of his or her membership interest, plus accrued interest. (b) The offer of payment must be accompanied by: (1) The limited liability company's balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, a statement of changes in members' equity for that year, and the latest available interim financial statements, if any; (2) A statement of the limited liability company's estimate of the fair value of the membership interest; (3) An explanation of how the interest was calculated; (4) A statement of the dissenter's right to demand payment under Code Section 14-11-1010; and (5) A copy of this article. (c) If the member accepts the limited liability company's offer by written notice to the limited liability company within 30 days after the limited liability company's offer, payment for his or her membership interest shall be made within 60 days after the making of the offer or the taking of the proposed limited liability company action, whichever is later. (Code 1981, § 14-11-1008, enacted by Ga. L. 1993, p. 123, § 1.)

O.C.G.A. § 14-11-1009 Failure to take action.

14-11-1009. Failure to take action. (a) If the limited liability company does not take the proposed action within 60 days after the date set for demanding payment and depositing membership interest certificates, the limited liability company shall return the deposited certificates and release the transfer restrictions imposed on uncertificated membership interests. (b) If, after returning deposited certificates and releasing transfer restrictions, the limited liability company takes the proposed action, it must send a new dissenters' notice under Code Section 14-11-1005 and repeat the payment demand procedure. (Code 1981, § 14-11-1009, enacted by Ga. L. 1993, p. 123, § 1.)

O.C.G.A. § 14-11-1010 Procedure if member dissatisfied with payment or offer.

14-11-1010. Procedure if member dissatisfied with payment or offer. (a) A dissenter may notify the limited liability company in writing of his or her own estimate of the fair value of his membership interest and amount of interest due, and demand payment of his or her estimate of the fair value of his or her membership interest and interest due, if: (1) The dissenter believes that the amount offered under Code Section 14-11-1008 is less than the fair value of his or her membership interest or that the interest due is incorrectly calculated; or (2) The limited liability company, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated membership interests within 60 days after the date set for demanding payment. (b) A dissenter waives his or her right to demand payment under this Code section unless he or she notifies the limited liability company of his or her demand in writing under subsection (a) of this Code section within 30 days after the limited liability company offered payment for his or her membership interest, as provided in Code Section 14-11-1008. (c) If the limited liability company does not offer payment within the time set forth in subsection (a) of Code Section 14-11-1008: (1) The member may demand the information required under subsection (b) of Code Section 14-11-1008, and the limited liability company shall provide the information to the member within ten days after receipt of a written demand for the information; and (2) The member may at any time, subject to the limitations period of Code Section 14-11-1013, notify the limited liability company of his or her own estimate of the fair value of his membership interest and the amount of interest due and demand payment of his or her estimate of the fair value of his or her membership interest and interest due. (Code 1981, § 14-11-1010, enacted by Ga. L. 1993, p. 123, § 1.)

O.C.G.A. § 14-11-1011 Court action.

14-11-1011. Court action. (a) If a demand for payment under Code Section 14-11-1010 remains unsettled, the limited liability company shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the membership interest and accrued interest. If the limited liability company does not commence the proceeding within the 60 day period, it shall pay each dissenter whose demand remains unsettled the amount demanded. (b) The limited liability company shall commence the proceeding, which shall be a nonjury equitable valuation proceeding, in the Georgia State-wide Business Court or the superior court of the county where a limited liability company's registered office is located. If the surviving entity is a foreign entity without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic entity merged with the foreign entity was located. (c) The limited liability company shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the proceeding, which shall have the effect of an action quasi in rem against their membership interests. The limited liability company shall serve a copy of the petition in the proceeding upon each dissenting member who is a resident of this state in the manner provided by law for the service of a summons and complaint and upon each nonresident dissenting member either by registered or certified mail or statutory overnight delivery and publication or in any other manner permitted by law. (d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) of this Code section is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them or in any amendment to it. Except as otherwise provided in this chapter, Chapter 11 of Title 9, known as the "Georgia Civil Practice Act," applies to any proceeding with respect to dissenters' rights under this chapter. (e) Each dissenter made a party to the proceeding is entitled to judgment for the amount which the court finds to be the fair value of his or her membership interest, plus interest to the date of judgment. (Code 1981, § 14-11-1011, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2000, p. 1589, § 3.) (Amended by Ga. L. 2026, Act 460 (HB 1185), eff. July 1, 2026.)

O.C.G.A. § 14-11-1012 Court costs and counsel fees.

14-11-1012. Court costs and counsel fees. (a) The court in an appraisal proceeding commenced under Code Section 14-11-1011 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, but not including fees and expenses of attorneys and experts for the respective parties. The court shall assess the costs against the limited liability company, except that the court may assess the costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under Code Section 14-11-1010. (b) The court may also assess the fees and expenses of attorneys and experts for the respective parties, in amounts the court finds equitable: (1) Against the limited liability company and in favor of any or all dissenters if the court finds the limited liability company did not substantially comply with the requirements of Code Sections 14-11-1103 through 14-11-1109; or (2) Against either the limited liability company or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this article. (c) If the court finds that the services of attorneys for any dissenter were of substantial benefit to other dissenters similarly situated and that the fees for those services should not be assessed against the limited liability company, the court may award to these attorneys reasonable fees to be paid out of the amounts awarded the dissenters who were benefited. (Code 1981, § 14-11-1012, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1994, p. 97, § 14; Ga. L. 1995, p. 10, § 14; Ga. L. 2003, p. 140, § 14.)

O.C.G.A. § 14-11-1013 Limitation of actions.

14-11-1013. Limitation of actions. No action by any dissenter to enforce dissenters' rights shall be brought more than three years after the limited liability company action was taken, regardless of whether notice of the limited liability company action and of the right of dissent was given by the limited liability company in compliance with the provisions of Code Section 14-11-1003 and Code Section 14-11-1005. (Code 1981, § 14-11-1013, enacted by Ga. L. 1993, p. 123, § 1.)

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