Miscellaneous

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

in effect

O.C.G.A. § 14-11-1101 Filing fees and penalties.

14-11-1101. Filing fees and penalties. (a) The Secretary of State shall collect the following fees when the documents described below are delivered to the Secretary of State for filing pursuant to this chapter: Document Fee (1) Articles of organization .....................................$ 100.00 (2) Articles of amendment ...................................... 20.00 (3) Articles of merger ............................................ 20.00 (4) Certificate of election under Code Section 14-11-212 (together with articles of organization) .............. 95.00 (5) Application for certificate of authority to transact business .................................................... 225.00 (6) Statement of commencement of winding up ............ No fee (7) Certificate of termination .................................. No fee (8) Application of withdrawal .................................. No fee (9) Articles of correction ........................................ 20.00 (10) Application for reservation of a name .................. 25.00 (11) Statement of change of registered office or registered agent ...$ 5.00 per limited liability company (foreign or domestic), but not less than .................. 20.00 (12) Registered agent's statement of resignation pursuant to subsection (d) of Code Section 14-11-209 or subsection (d) of Code Section 14-11-703 ................. No fee Document Fee (13) Certificate of judicial dissolution ........................ No fee (14) Annual registration (foreign or domestic) ............. 50.00 (15) Penalty for late filing of annual registration ......... 25.00 (16) Reinstatement fee .......................................... 250.00 (17) Any other document required or permitted to be filed by this chapter ............................................ 20.00 (18) Certificate of conversion .................................. 95.00 (b) The Secretary of State shall collect the penalty provided for in paragraph (2) of subsection (c) of Code Section 14-11-711. (Code 1981, § 14-11-1101, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1999, p. 405, § 36; Ga. L. 2003, p. 883, § 8; Ga. L. 2006, p. 825, § 27/SB 469; Ga. L. 2007, p. 455, § 6/SB 234; Ga. L. 2008, p. 253, § 14/SB 436; Ga. L. 2010, p. 9, § 1-37/HB 1055; Ga. L. 2011, p. 430, § 8/SB 64.)

O.C.G.A. § 14-11-1102 Execution by judicial act.

14-11-1102. Execution by judicial act. (a) If each person required by Code Section 14-11-205 to execute any document fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the superior court of the county where the registered office of the limited liability company is located to direct the execution of the document. If the court finds that it is proper for the document to be executed and that every person so designated has failed or refused to execute the document, it shall order the Secretary of State to file the document in appropriate form notwithstanding the lack of required execution. (b) The court shall assess the costs and expenses of such proceeding against the limited liability company, except that all or any part of such costs and expenses may be apportioned and assessed, as the court may determine, against any or all of the persons required by Code Section 14-2-205 to execute a document who failed or refused to do so if the court finds that such failure or refusal was arbitrary, vexatious, or otherwise not in good faith. (Code 1981, § 14-11-1102, enacted by Ga. L. 1993, p. 123, § 1.)

O.C.G.A. § 14-11-1103 Annual registration.

14-11-1103. Annual registration. (a) Each limited liability company and each foreign limited liability company authorized to transact business in this state shall deliver to the Secretary of State for filing an annual registration that sets forth: (1) The name of the limited liability company or the foreign limited liability company and the jurisdiction under whose law it is organized; (2) The street address and county of its registered office and the name of its registered agent at that office in this state; (3) The mailing address of its principal place of business; and (4) Any additional information that is necessary to enable the Secretary of State to carry out the provisions of this chapter. (b) Information in the annual registration must be current as of the date the annual registration is executed on behalf of the limited liability company or foreign limited liability company. (c) The first annual registration must be delivered to the Secretary of State between January 1 and April 1, or such other date as the Secretary of State may specify by rules or regulations, of the year following the calendar year in which the limited liability company was formed or a foreign limited liability company was authorized to transact business. Subsequent annual registrations must be delivered to the Secretary of State between January 1 and April 1, or such other date as the Secretary of State may specify by rules and regulations, of the following calendar years. (d) If an annual registration does not contain the information required by this Code section, the Secretary of State shall promptly notify the limited liability company or foreign limited liability company in writing and return the registration to it for correction. If the registration is corrected to contain the information required by this Code section and delivered to the Secretary of State within 30 days after the date of notice, it is deemed to be timely filed. (Code 1981, § 14-11-1103, enacted by Ga. L. 1993, p. 123, § 1.)

O.C.G.A. § 14-11-1103.1 Valid period for annual registration.

14-11-1103.1. Valid period for annual registration. Notwithstanding any other law to the contrary, the Secretary of State may provide for the annual registration required under this chapter to be valid for a period up to and including three years. The Secretary of State is authorized to adopt the necessary rules and regulations to implement such a registration process. (Code 1981, § 14-11-1103.1, enacted by Ga. L. 2017, p. 145, § 1-7/HB 87.)

O.C.G.A. § 14-11-1104 Taxation.

14-11-1104. Taxation. Each limited liability company and foreign limited liability company shall be classified as a partnership for Georgia income tax purposes unless classified otherwise for federal income tax purposes, in which case the limited liability company or foreign limited liability company shall be classified for Georgia income tax purposes in the same manner as it is classified for federal income tax purposes. A member or an assignee of a member of a limited liability company or foreign limited liability company shall be treated for Georgia income tax purposes as either a resident or nonresident partner in the limited liability company or foreign limited liability company unless classified otherwise for federal income tax purposes, in which case the member or assignee of a member shall have the same status for Georgia income tax purposes as such member or assignee of a member has for federal income tax purposes. (Code 1981, § 14-11-1104, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2001, p. 984, § 4.)

O.C.G.A. § 14-11-1105 Administrative powers of Secretary of State.

14-11-1105. Administrative powers of Secretary of State. The Secretary of State shall have the power and authority reasonably necessary to enable him or her to administer this chapter efficiently and to perform the duties imposed upon him or her pursuant to this chapter, including, without limitation, the power and authority to employ from time to time such additional personnel as in his or her judgment are required for such purposes. (Code 1981, § 14-11-1105, enacted by Ga. L. 1993, p. 123, § 1.)

O.C.G.A. § 14-11-1106 Rules and regulations.

14-11-1106. Rules and regulations. The Secretary of State may promulgate such rules and regulations, not inconsistent with the provisions of this chapter, as are incidental to and necessary for the implementation and enforcement of such provisions of this chapter as are administered by the Secretary of State. Such rules and regulations shall be promulgated in accordance with Chapter 13 of Title 50, the "Georgia Administrative Procedure Act." (Code 1981, § 14-11-1106, enacted by Ga. L. 1993, p. 123, § 1.)

O.C.G.A. § 14-11-1107 Laws governing chapter; limited liability companies.

14-11-1107. Laws governing chapter; limited liability companies. (a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. (b) It is the policy of this state with respect to limited liability companies to give maximum effect to the principle of freedom of contract and to the enforceability of operating agreements. (c) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (d) If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application. To this end, the provisions of this chapter are severable. (e) A limited liability company may conduct its business, carry on its operations and have and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or in any foreign country. (f) The laws of this state relating to establishment and regulation of professional services are amended and superseded to the extent such laws are inconsistent as to form of organization with the provisions of this chapter and are deemed amended to permit the provision of professional services within this state by limited liability companies. (g) Nothing in this chapter is intended to restrict or limit in any manner the authority and duty of any regulatory or other body licensing professionals within this state to license individuals rendering professional services or to regulate the practice of any profession that is within the jurisdiction of the regulatory or other body licensing such professionals within this state, notwithstanding that the person is a member, manager, or employee of a limited liability company and rendering the professional services or engaging in the practice of the profession through a limited liability company. (h) The personal liability of a member of a limited liability company to any person or in any action or proceeding for the debts, obligations, or liabilities of the limited liability company, or for the acts or omissions of other members, managers, employees, or agents of the limited liability company, shall be governed solely and exclusively by this chapter and the laws of this state. Whenever a conflict arises between the laws of this state and the laws of any other state with regard to the liability of members of a limited liability company for the debts, obligations, and liabilities of the limited liability company or for the acts or omissions of other members, managers, employees, or agents of the limited liability company, this state's laws shall be deemed to govern in determining such liability. (i) The provisions of this chapter shall determine the rights and obligations of a limited liability company organized under this chapter in commerce with foreign nations and among the several states to the extent permitted by law. (j) A member of a limited liability company is not a proper party to a proceeding by or against a limited liability company, solely by reason of being a member of the limited liability company, except: (1) Where the object of the proceeding is to enforce a member's right against or liability to the limited liability company; or (2) In a derivative action authorized by Article 8 of this chapter. (k) The General Assembly has power to amend or repeal all or part of this chapter at any time, and all limited liability companies and foreign limited liability companies subject to this chapter are governed by the amendment or repeal. (l) Any provision that this chapter requires or permits to be set forth in an operating agreement may be set forth in the articles of organization. In the event of any conflict between a provision of the articles of organization and a provision of an operating agreement, the provision of the articles of organization shall govern. (m) Each provision of this chapter shall have independent legal significance. (n) Nothing in this chapter shall be construed as establishing that a limited liability company interest is not a "security" within the meaning of paragraph (31) of Code Section 10-5-2 (or any successor statute). (Code 1981, § 14-11-1107, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1994, p. 97, § 14; Ga. L. 2008, p. 381, § 8/SB 358.)

O.C.G.A. § 14-11-1108 Service of process; venue.

14-11-1108. Service of process; venue. (a) A limited liability company's registered agent is the limited liability company's agent for service of process, notice, or demand required or permitted by law to be served on the limited liability company. If a limited liability company has no registered agent or the agent cannot with reasonable diligence be served, the limited liability company may be served by registered or certified mail or statutory overnight delivery, return receipt requested, addressed to the limited liability company at its principal office. Service is perfected under the immediately preceding sentence at the earliest of: (1) The date the limited liability company receives the mail; (2) The date shown on the return receipt, if signed on behalf of the limited liability company; or (3) Five days after its deposit in the mail, as evidenced by the postmark, if mailed postage prepaid and correctly addressed. This subsection does not prescribe the only means, or necessarily the required means, of serving a limited liability company. (b) Venue in proceedings against a limited liability company or foreign limited liability company shall be determined in accordance with the pertinent constitutional and statutory provisions of this state in effect on March 1, 1994, or thereafter. For purposes of determining venue, the residence of a limited liability company or foreign limited liability company shall be determined in accordance with Code Section 14-2-510 as though such limited liability company or foreign limited liability company were a corporation. (Code 1981, § 14-11-1108, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2000, p. 1589, § 3.)

O.C.G.A. § 14-11-1109 Effective date; repealer.

14-11-1109. Effective date; repealer. This chapter shall become effective on March 1, 1994. The provisions of law that became effective on July 1, 1992, and that were codified at Code Sections 14-11-1 through 14-11-19 are hereby repealed. A foreign limited liability company that prior to March 1, 1994, obtained a certificate of authority to transact business in this state is not required to obtain a new certificate of authority by reason of the enactment of this chapter. (Code 1981, § 14-11-1109, 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