§ 14-11-602 - Dissolution - Georgia Statutes

O.C.G.A. 14-11-602 (2010)
14-11-602. Dissolution

(a) Effective for limited liability companies formed prior to July 1, 1999, a limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following:

(1) At the time specified in the articles of organization or a written operating agreement;

(2) Upon the happening of events specified in the articles of organization or a written operating agreement;

(3) Subject to contrary provision in the articles of organization or a written operating agreement, at a time approved by all the members;

(4) Subject to contrary provision in the articles of organization or a written operating agreement, 90 days after any event of dissociation with respect to any member (other than an event specified in paragraph (1) of subsection (b) of Code Section 14-11-601), unless within such 90 day period the limited liability company is continued by the written consent of all other members or as otherwise provided in the articles of organization or a written operating agreement; or

(5) Entry of a decree of judicial dissolution under subsection (a) of Code Section 14-11-603.

(b) Effective for limited liability companies formed on or after July 1, 1999, a limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following:

(1) At the time specified in the articles of organization or a written operating agreement;

(2) Upon the happening of events specified in the articles of organization or a written operating agreement;

(3) Subject to contrary provision in the articles of organization or a written operating agreement, at a time approved by all the members;

(4) Subject to contrary provision in the articles of organization or a written operating agreement, 90 days after an event of dissociation with respect to the last remaining member, unless otherwise provided in the articles of organization or a written operating agreement; or

(5) Entry of a decree of judicial dissolution under subsection (a) of Code Section 14-11-603.

(c) Notwithstanding paragraphs (1), (2), (3), and (4) of subsections (a) and (b) of this Code section, the limited liability company shall not be dissolved and its affairs shall not be wound up if, prior to the filing of a certificate of termination in the office of the Secretary of State, either:

(1) The limited liability company's articles of organization or operating agreement, or both, are amended such that, after giving effect to such amendment, such event does not result in dissolution of the limited liability company pursuant to subsection (a) or (b) of this Code section; or

(2) If the limited liability company then has at least one member, a decision to continue the limited liability is taken by all of the members of the limited liability company (and all other persons, if any, with power to require dissolution of the limited liability company under its articles of organization or written operating agreement).

Any amendment or other action contemplated by paragraph (1) or (2) of this subsection shall, to the extent necessary to achieve the purposes of this subsection, be effective as of and from and after the applicable event described in subsection (a) or (b) of this Code section.