Procedure if Member Dissatisfied With Payment or Offer

  1. Law
  2. Georgia Code
  3. Corporations, Partnerships, and Associations
  4. Limited Liability Companies
  5. Dissenters' Rights
  6. Procedure if Member Dissatisfied With Payment or Offer

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  1. 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.
  2. 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.
  3. 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.)


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