Approval Rights of Members and Managers

  1. Law
  2. Georgia Code
  3. Corporations, Partnerships, and Associations
  4. Limited Liability Companies
  5. Agency; Management; Duties; Liability
  6. Approval Rights of Members and Managers

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  1. Except as otherwise provided in this chapter or in the articles of organization or a written operating agreement, and subject to subsection (b) of this Code section:
    1. If management of the limited liability company is vested in the members, each member shall have one vote with respect to, and the affirmative vote, approval, or consent of a majority of the members shall be required to decide, any matter arising in connection with the business and affairs of the limited liability company; and
    2. If management of the limited liability company is vested in a manager or managers, each manager shall have one vote with respect to, and the affirmative vote, approval, or consent of a majority of the managers shall be required to decide, any matter arising in connection with the business and affairs of the limited liability company.
  2. Unless otherwise provided in the articles of organization or a written operating agreement, the unanimous vote or consent of the members shall be required to approve the following matters:
    1. The dissolution of the limited liability company under paragraph (3) of subsection (a) or paragraph (3) of subsection (b) of Code Section 14-11-602;
    2. The merger of the limited liability company under subsection (a) of Code Section 14-11-903;
    3. The sale, exchange, lease, or other transfer of all or substantially all of the assets of the limited liability company. For the purposes of this paragraph, assets shall be deemed to be less than all or substantially all of a limited liability company's assets if the value of the assets does not exceed two-thirds of the value of all of the assets of the limited liability company and the revenues represented or produced by such assets do not exceed two-thirds of the total revenues of the limited liability company; provided, however, that this paragraph shall not create any inference that the sale, exchange, lease, or other transfer of assets exceeding the amounts described in this paragraph is the sale of all or substantially all of the assets of the limited liability company;
    4. The admission of any new member of the limited liability company under subsection (b) of Code Section 14-11-505;
    5. An amendment to the articles of organization under Code Section 14-11-210 or an amendment to a written operating agreement;
    6. Action under subsection (b) of Code Section 14-11-402 to reduce or eliminate an obligation to make a contribution to the capital of a limited liability company;
    7. Action to approve a distribution under Code Section 14-11-404; or
    8. Action to continue a limited liability company under paragraph (4) of subsection (a) or paragraph (4) of subsection (b) of Code Section 14-11-602.

(Code 1981, §14-11-308, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1994, p. 161, § 6; Ga. L. 2002, p. 1235, § 2.)

Code Commission notes.

- Pursuant to Code Section 28-9-5, in 1993, "of " was inserted following "dissolution" in paragraph (b)(1).

Law reviews.

- For article, "2013 Georgia Corporation and Business Organization Case Law Developments," see 19 Ga. St. B. J. 28 (April 2014).


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