---
title: O.C.G.A. § 14-11-1001. Definitions.
collection: code
id: 14-11-1001
cite_as: O.C.G.A. § 14-11-1001 (2025)
canonical_url: https://georgiacommons.org/code/14-11-1001
md_url: https://georgiacommons.org/code/14-11-1001.md
text_url: https://georgiacommons.org/code/14-11-1001/text
source_url: https://www.legis.ga.gov/api/document/docs/default-source/joint-features-document-library/t14-(v12)-2017-pdf.pdf?sfvrsn=507372ea_0#page=1191
date: 2025
status: active
corpus_version: 2025-supplement-89aa39ab3c68
license: CC0-1.0
publisher: Georgia Commons, an independent project of Georgia Civic Data. Not the State of Georgia. Not legal advice.
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version: the only printed version
in_force: true
current_through: Including Acts of the 2025 Regular Session of the General Assembly
heading_path: CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS / LIMITED LIABILITY COMPANIES / DISSENTERS’ RIGHTS
---

# O.C.G.A. § 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.

## History

Code 1981, § 14-11-1001, enacted by Ga. L. 1993, p. 123, § 1.