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Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 11. LIMITED LIABILITY COMPANIES · Article 3. AGENCY; MANAGEMENT; DUTIES; LIABILITY

14-11-304. Management.

Active

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

  1. (a)

    Unless the articles of organization or a written operating agreement vests management of the limited liability company in a manager or managers, management of the business and affairs of the limited liability company shall be vested in the members, and, subject to any provisions in the articles of organization or a written operating agreement, the members shall have the right and authority to manage the affairs of the limited liability company and to make all decisions with respect thereto. The articles of organization or a written operating agreement may contain any provision relating to any phase of managing the business or regulating the affairs of the limited liability company.#

  2. (b)

    If the articles of organization or a written operating agreement vests management of the limited liability company in one or more managers, then such persons shall have such right and authority to manage the business and affairs of the limited liability company as is provided in the articles of organization or a written operating agreement. Unless otherwise provided in the articles of organization or a written operating agreement, such persons:#

    1. (1)

      Shall be designated, appointed, elected, removed, or replaced by the approval of more than one half by number of the members;#

    2. (2)

      Need not be members of the limited liability company or natural persons; and#

    3. (3)

      Unless they have been earlier removed or have earlier resigned, shall hold office until their successors shall have been elected and qualified.#

  3. (c)

    A written operating agreement may provide that (1) a member or manager who fails to perform in accordance with, or to comply with the terms and conditions of, the written operating agreement shall be subject to specified penalties or specified consequences, and (2) at the time or upon the happening of events specified in a written operating agreement, a member or manager shall be subject to specified penalties or specified consequences.#

  4. (d)

    A person who is both a manager and member has the rights and powers, and is subject to the restrictions and liabilities, of a manager and, except as provided in the articles of organization or a written operating agreement, also has the rights and powers, and is subject to the restrictions and liabilities, of a member to the extent of his or her participation in the limited liability company as a member.#

The notes below are printed with the section but are not enacted law (O.C.G.A. § 1-1-1(c)). They are shown apart from the text.

History

Code 1981, § 14-11-304, enacted by Ga. L. 1993, p. 123, § 1.

Law reviews

For article, ‘‘The Georgia LLC Act Comes of Age,’’ see 16 (No. 1) Ga. St. B. J. 20 (2010). For article, ‘‘2015 Georgia Corporation and Business Organization Case Law Developments,’’ see 21 Ga. St. B. J. 30 (Apr. 2016).

Read the official page (the state's PDF, opened at the page this text was read from).

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

Text read from t14-(v12)-2017-pdf.pdf, Volume V12, 2017 edition, pages 1130 to 1131; merge action: carried; file SHA-256 f2fad2b71b39.