Formation

  1. Law
  2. Georgia Code
  3. Corporations, Partnerships, and Associations
  4. Limited Liability Companies
  5. Formation
  6. Formation

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  1. One or more persons may act as the organizer or organizers of a limited liability company by delivering articles of organization to the Secretary of State for filing and supplying to the Secretary of State, in such form as the Secretary of State may require, the following information:
    1. The name and address of each organizer;
    2. The street address and county of the limited liability company's initial registered office and the name of its initial registered agent at that office; and
    3. The mailing address of the limited liability company's principal place of business.
  2. An organizer need not be a member of the limited liability company at the time of formation or thereafter.
  3. A limited liability company is formed when the articles of organization become effective pursuant to Code Section 14-11-206.
  4. The Secretary of State's filing of the articles of organization is conclusive proof that the organizers satisfied all conditions precedent to formation, except in a proceeding by the state to cancel or revoke the formation.
  5. During any period when a limited liability company has any members it may have one or more members.

(Code 1981, §14-11-203, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2009, p. 108, § 2/HB 308.)

Law reviews.

- For note, "Divorcing the Husband and Wife Business: An Analysis and Critique of I.R.C. § 761(f)," see 25 Ga. St. U. L. Rev. 1231 (2009).

JUDICIAL DECISIONS

Sole managing member's personal liability.

- In a action seeking to hold a sole managing member of an LLC personally liable for a debt of an LLC, insufficient evidence was presented that the manager executed a note individually guarantying payment for the services provided by a payroll servicer, as: (1) conclusive proof was presented that the LLC had met all conditions of formation at the time the contract was entered into; and (2) the agreement was specifically entered into between the servicer and the LLC, and the manager's signature appeared nowhere on the agreement. Milk v. Total Pay & HR Solutions, Inc., 280 Ga. App. 449, 634 S.E.2d 208 (2006).

RESEARCH REFERENCES

ALR.

- Construction and application of limited liability company acts - issues relating to formation of limited liability company and addition or disassociation of members thereto, 43 A.L.R.6th 611.


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