Document Type

Peach Sheet


The Act amends the existing Georgia Limited Liability Company Act to provide that in the event of dissociation, a member of a limited liability company becomes an assignee to the interest of such limited liability company (LLC). A person can cease to be a member of an LLC in the following circumstances: by operation of law; by reason of his or her death or incapacity; if he or she is removed in accordance with the articles of organization or a written operating agreement of the LLC; by the majority vote assignment; when he or she assigns his or her interest in the company for the benefit of the company or of the creditors; or when he or she is adjudicated bankrupt or in the process of being adjudicated as bankrupt or insolvent. An LLC can be dissolved under the provisions of the articles of organization by a written operating agreement, by the decision of its members, or by operation of law. The Act provides for default winding up of the dissolved LLC by persons entitled to receive a majority of the subsequent distributions or their assignees or legatees in absence of the company's managing members.

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