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Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 11. LIMITED LIABILITY COMPANIES · Article 5. LIMITED LIABILITY COMPANY INTERESTS; ADMISSION OF MEMBERS

14-11-503. Rights of assignee to become member.

Active

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

  1. Except as otherwise provided in the articles of organization or a written operating agreement:

  2. (1)

    An assignee of a limited liability company interest may become a member only if the other members unanimously consent;#

  3. (2)

    An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, any operating agreement, and this chapter;#

  4. (3)

    An assignee who becomes a member is liable for the obligations to make contributions that are enforceable against his or her assignor under Code Section 14-11-402, but he or she is not liable for:#

    1. (A)

      The obligations of his or her assignor under Code Section 14-11-408; or#

    2. (B)

      Other obligations of his or her assignor (including obligations to make contributions) of which the assignee had no knowledge at the time he or she became a member and which could not be ascertained from the articles of organization or a written operating agreement; and#

  5. (4)

    Whether or not an assignee of a limited liability company interest becomes a member, the assignor is not released from his or her liability to the limited liability company under Code Section 14-11-402 or Code Section 14-11-408.#

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, § 14-11-503, enacted by Ga. L. 1993, p. 123, § 1.

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, page 1151; merge action: carried; file SHA-256 f2fad2b71b39.