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Georgia State Code
Title      14
Chapter       2  
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Section<<< 1106 1107 1108 1109 1109.1 1110 1111 1112 1113 1131 >>>  
Title 14, Chapter 2, Section 1109.1 (14-2-1109.1)

(a) As used in this Code section, the term "limited liability company" means any limited liability company formed under Chapter 11 of this title.

(b) A corporation may elect to become a limited liability company if the board of directors adopts and its shareholders approve a plan of election.

(c) The plan of election must set forth:

(1) The name of the limited liability company to be formed pursuant to such election;

(2) The manner and basis of converting the shares of such corporation into interests as members of the limited liability company to be formed pursuant to such election or a statement that such information is contained in the operating agreement proposed for such limited liability company;

(3) The effective date and time of such election, if later than the date and time the certificate of election is filed;

(4) The contents of the articles of organization that shall be the articles of organization of the limited liability company to be formed pursuant to such election unless and until modified in accordance with the provisions of Chapter 11 of this title; and

(5) The contents of the operating agreement to be entered into among the persons who will be the members of the limited liability company to be formed pursuant to such election, which shall, if not separately provided in the plan of election, state the manner and basis for the conversion of the shares of such corporation into interests as members of the limited liability company to be formed pursuant to such election and that notification that approval of the election will be deemed to be execution of the operating agreement by such persons.

(d) For a plan of election to become a limited liability company to be approved:

(1) The board of directors must recommend the plan of election to the shareholders in the same manner as provided in subsections (a) through (d) of the Code Section 14-2-1103; and

(2) All of the shareholders must approve the plan of election.

(e) After a plan of election is approved by the shareholders, the corporation shall deliver to the Secretary of State for filing a certificate of election complying with subsection (b) of Code Section 14-11-212.

Sunday October 12 11:58 CDT


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