Alright, so the heading is a bit misleading. But I really wanted you to read this post!
The simple fact is that – when talking about Limited Liability Companies (LLCs) in Georgia – it is a true statement. Kind of.
LLCs are a very popular form of incorporation. They can have one member or a hundred. And they can be created with the click of a button and payment to the Secretary of State, all without having to first create an underlying set of corporate documents.
Question time: when does a corporate entity have to follow a contract it never signed? When its an LLC with a written operating agreement!
Ok, this may seem obvious – but if it was, I wouldn’t be writing about it here.
This week, we look at the Georgia Supreme Court’s ruling in Davis v. VCP South, LLC et al., 297 Ga. 616, 774 S.E.2d 606 (2015), reconsideration denied (July 27, 2015). But I want to focus on two things – how to value a LLC when it’s owned 50/50 and the evolving role that Facebook and social media can play in business divorces. Continue reading
Sometimes common sense makes too much sense, even if the plaintiff “drove and parked erratically while wearing indecent attire, fed numerous stray cats and raccoons, and ‘danc[ed] backward in a Michael Jackson moon-walking manner along the streets of Vick’s, wearing a belly dancer costume, in an inappropriate and bizarre manner’.”
For instance, can asking for something automatically equal getting what you ask for? In Crumpton v. Vick’s Mobile Homes, LLC et al., 779 S.E.2d 136 (Ga. App. 2015), Ms. Crumpton filed a petition to dissolve various LLCs. Her brother (why does it seem like these are always family disputes?) argued that Ms. Crumpton was no longer a member of the LLCs because she filed a petition to dissolve the LLCs. The brother cited O.C.G.A. § 14-11-601.1(b)(4)(D), which provides that a member ceases to be a member of an LLC if the member “fil[ed] a petition . . . seeking for the member any reorganization, . . ., dissolution, or similar relief under any statute, law, or regulation.”
Kind of a chicken or the egg argument, right?