Laws Governing Chapter; Limited Liability Companies

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  6. Laws Governing Chapter; Limited Liability Companies

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  1. The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
  2. 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.
  3. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
  4. 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.
  5. 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.
  6. The laws of this state relating to establishment and regulation of professional services are amended and superseded to the extent such laws are inconsistent as to form of organization with the provisions of this chapter and are deemed amended to permit the provision of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.
  7. 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.
  8. 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.
  9. 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.
  10. 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.
  11. 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.
  12. 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.
  13. Each provision of this chapter shall have independent legal significance.
  14. 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.)

Law reviews.

- For article, "The Georgia LLC Act Comes of Age," see 16 (No. 1) Ga. St. B. J. 20 (2010).

JUDICIAL DECISIONS

Principles of law and equity supplement provisions of Limited Liability Company Act.

- Georgia Limited Liability Company Act, O.C.G.A. § 14-11-100 et seq., provides that unless displaced by particular provisions of the chapter, the principles of law and equity supplement the chapter. Gaslowitz v. Stabilis Fund I, LP, 331 Ga. App. 152, 770 S.E.2d 245 (2015).

Limited liability companies.

- Trial court erred in denying hotel entities' motion to dismiss for lack of personal jurisdiction as the trial court's finding that the hotel entities were "affiliates" of a separate affiliate of the corporation's parent corporation, and, thus, that personal jurisdiction existed over the hotel entities because the separate affiliate had both dealings in Georgia and an interest in the hotel entities, was error because the affiliation finding was not supported by the record, the hotel entities were separate limited liability companies, the hotel entities were not conducting business in Georgia, and their contacts with the separate affiliate were too tenuous to confer personal jurisdiction over them. Yukon Ptnrs, Inc. v. Lodge Keeper Group, Inc., 258 Ga. App. 1, 572 S.E.2d 647 (2002).

Contractual flexibility provided in O.C.G.A. § 14-11-305 is consistent with O.C.G.A. § 14-11-1107(b) of the Georgia Limited Liability Company Act, O.C.G.A. § 14-11-100 et seq., which provides that it is the policy of Georgia with respect to limited liability companies to give maximum effect to the principle of freedom of contract and to the enforceability of operating agreements. Ledford v. Smith, 274 Ga. App. 714, 618 S.E.2d 627 (2005).

Condominium purchasers could not pierce the corporate veils to hold two limited liability company (LLC) members accountable for the acts of the LLC because the members were not proper parties solely by being members of the LLC and the purchasers failed to present any evidence that the members abused the forms by which the LLC was maintained as a separate entity. Lokey v. FDIC, F.3d (11th Cir. Apr. 13, 2015)(Unpublished).

Doctor's breach of fiduciary duty claim against the managing members of the doctor's former LLC was subject to summary judgment because under the operating agreements, the managing members were required to be acting in the management of the company to be subject to such a claim; their act of voting with the other members to terminate the doctor was not a management act. Colquitt v. Buckhead Surgical Associates, LLC, 351 Ga. App. 525, 831 S.E.2d 181 (2019), cert. denied, No. S20C0024, 2020 Ga. LEXIS 186 (Ga. 2020).

No accounting required.

- Portion of the trial court's order requiring an accounting of a limited liability company's assets was reversed because the judgment creditor did not show how an accounting of the company's assets would ensure that the charging order was honored, or why, as a judgment creditor, the creditor was entitled to such relief against the company. Gaslowitz v. Stabilis Fund I, LP, 331 Ga. App. 152, 770 S.E.2d 245 (2015).

Cited in Ledford v. Peeples, 568 F.3d 1258 (11th Cir. 2009).


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