(a) If a demand for payment under Code Section 14-11-1010 remains unsettled, the limited liability company shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the membership interest and accrued interest. If the limited liability company does not commence the proceeding within the 60 day period, it shall pay each dissenter whose demand remains unsettled the amount demanded. (b) The limited liability company shall commence the proceeding,
which shall be a nonjury equitable valuation proceeding, in the
superior court of the county where a limited liability company's
registered office is located. If the surviving entity is a foreign
entity without a registered office in this state, it shall commence
the proceeding in the county in this state where the registered
office of the domestic entity merged with the foreign entity was
located. (c) The limited liability company shall make all dissenters, whether
or not residents of this state, whose demands remain unsettled
parties to the proceeding, which shall have the effect of an action
quasi in rem against their membership interests. The limited
liability company shall serve a copy of the petition in the
proceeding upon each dissenting member who is a resident of this
state in the manner provided by law for the service of a summons and
complaint and upon each nonresident dissenting member either by
registered or certified mail or statutory overnight delivery and
publication or in any other manner permitted by law. (d) The jurisdiction of the court in which the proceeding is
commenced under subsection (b) of this Code section is plenary and
exclusive. The court may appoint one or more persons as appraisers
to receive evidence and recommend decision on the question of fair
value. The appraisers have the powers described in the order
appointing them or in any amendment to it. Except as otherwise
provided in this chapter, Chapter 11 of Title 9, known as the
"Georgia Civil Practice Act," applies to any proceeding with respect
to dissenters' rights under this chapter. (e) Each dissenter made a party to the proceeding is entitled to
judgment for the amount which the court finds to be the fair value
of his or her membership interest, plus interest to the date of
judgment. |