Compilation of Rules and Regulations of the State of Georgia
Department 590 - RULES OF OFFICE OF SECRETARY OF STATE
Chapter 590-7 - COMMISSIONER OF CORPORATIONS
Subject 590-7-19 - LIMITED LIABILITY COMPANIES - RULES OF GENERAL APPLICABILITY
Rule 590-7-19-.01 - Definitions

Universal Citation: GA Rules and Regs r 590-7-19-.01

Current through Rules and Regulations filed through March 20, 2024

(1) Active Limited Liability Company. As used herein, the term "active limited liability company" shall mean a limited liability company or foreign limited liability company that is on file with the Secretary of State and is in compliance with the filing requirements of the Code.

(2) Active Name Reservation. As used herein, the term "active name reservation" shall mean a name reservation issued by the Secretary of State that has not been redeemed and has not expired.

(3) Annual Registration. As used herein, the term "annual registration" shall mean the filing required of each limited liability company as set forth in the Code.

(4) Applicant. As used herein the term "applicant" shall mean any person making application to the Commissioner for any service provided or authorized by the Code.

(5) Assistant Corporation Commissioner. As used herein, all references to the "Assistant Corporation Commissioner" shall mean the Assistant Corporation Commissioner appointed by the Secretary of State as the Director of the Corporations Division to oversee the administration of the Code as provided in O.C.G.A. Section 14-5-20.

(6) Articles of Organization. As used herein, the term "articles of organization" or "articles" shall mean the articles filed to form a limited liability company and such articles as amended or restated.

(7) Automated Database. As used herein, all references to the "automated database" shall mean the database maintained on the electronic data processing equipment.

(8) Certificate. As used herein, all references to "certificate" shall mean a form containing signatures of the Secretary of State and/or persons authorized by the Secretary of State, a date of filing, and the printed or embossed seal of the State of Georgia. "Certificate" may also include the placing of a stamp on a document containing a time and date of filing and an acknowledgement of such filing. "Certificate" shall not mean share certificates or certificates which represent the ownership interest in a corporation, limited liability company, or other entity.

(9) Certificate of Organization. As used herein,"Certificate of Organization" means the certificate issued by the Secretary of State certifying that articles of organization have been filed with the Secretary of State pursuant to the Code.

(10) Code. As used herein, all citations to "the Code" or "Code" refer to the Georgia Limited Liability Company Act and other statutes set forth in Title 14 of the Official Code of Georgia Annotated, as amended.

(11) Commissioner. As used herein, all references to "Commissioner" or "Corporation Commissioner" shall mean the Secretary of State of the State of Georgia.

(12) Corporate Service Organization. As used herein, a "corporate service organization" shall mean a person or entity, a substantial part of whose business is:

(a) Providing information concerning business entities to the public;

(b) Providing ministerial services to business entities to assist them in meeting the filing requirements of state and federal laws and regulations pertaining to such entities; or

(c) Maintaining a commercial database available to the general public.

(13) Depository. As used herein, all references to "depository" shall mean a person, individual, organization, corporation or other entity designated by the Commissioner to accept filings, funds or other documents on his or her behalf and to perform certain ministerial services for the Corporations Division.

(14) Division. As used herein, all references to "Division" shall mean the Corporations Division of the Office of the Secretary of State which is the division that is delegated the authority by the Secretary of State to administer the provisions of the Code.

(15) Entity. As used herein, the term "entity" includes corporation and foreign corporation; nonprofit corporation and foreign nonprofit corporation; professional corporation and foreign professional corporation; limited partnership and foreign limited partnership; foreign limited liability partnership; and limited liability company and foreign limited liability company.

(16) Existing Entity. As used herein, the term "existing entity" shall mean a domestic or foreign profit corporation, nonprofit corporation, professional corporation, limited partnership, limited liability partnership, limited liability limited partnership, or limited liability company that is on file with the Secretary of State, is in compliance with the filing requirements of the Code, and has not been dissolved, cancelled, terminated, voided, administratively dissolved, merged out of existence, withdrawn, revoked, or placed in an inactive status.

(17) Expedited Review or Expedited Processing. As used herein, the term "expedited review" or "expedited processing" shall mean a special processing of filings prior to the processing of routine filings. These filings, if approved for expedited treatment, will be processed within the time frame of the requested level of expedited service.

(18) Fee Schedule. As used herein, the term "fee schedule" shall mean the schedule published and maintained by the Commissioner clearly setting forth the fees and charges for documents and services provided by the Division. The fees may only be changed by an amendment to the Code. Service charges may only be changed by the posting by the Commissioner of such changes in the public access area of the Division offices for a minimum of thirty (30) days prior to such change being effective.

(19) Foreign Limited Liability Company. As used herein, the term "foreign limited liability company" means a limited liability company organized under the laws of a jurisdiction other than the State of Georgia.

(20) Home State or Home Jurisdiction. As used herein, all references to a "home state" or "home jurisdiction" shall mean the state or country where a limited liability company has filed its articles of organization and has been issued a document or acknowledgement evidencing the formation of the limited liability company.

(21) Individual. As used herein the term "individual" means a natural person.

(22) Legal Name. As used herein the term "legal name" shall mean:

(a) For an individual, the legal name consists of the individual's first name and last name (or surname), without use of initials or nicknames, as it appears on the individual's birth certificate unless the individual's name has changed based on certain events, such as a marriage or a valid court order for a name change. Middle name(s), middle name initial(s), and/or suffixes may, but are not required to, be included in an individual's legal name.

(b) For foreign-born individuals, the legal name consists of the individual's name shown on his or her immigration document.

(c) For entities, the legal name consists of the entity's official name as it appears on the entity's formation document filed with the entity's home state, or any valid amendment thereof.

(23) Limited Liability Company. As used herein, the term "limited liability company" or "domestic limited liability company" shall mean a limited liability company formed under the provisions of Title 14 of the Official Code of Georgia Annotated.

(24) Manager. As used herein, the term "manager" shall mean a person in whom management is vested in accordance to the provisions of the Code.

(25) Member. As used herein, the term "member" shall mean a person who has been admitted to a limited liability company and who has not ceased to be a member as provided in the Code.

(26) Name. All references to the "name" of an individual in the Code and on the forms, applications, and other documents of the Division shall mean an individual's legal name as defined herein.

(27) Name Certificate. As used herein, the term "name certificate" shall mean the document or confirmation number issued by the Commissioner establishing the availability of a name for use by a limited liability company.

(28) Person. As used herein, all references to "person" includes an individual and a business, legal, or commercial entity as defined by the Code.

(29) Pickup. As used herein, the term "pickup" shall mean a request by the applicant to pick up processed documents from the Office of the Secretary of State rather than having documents sent by United States mail, electronic mail, or other commercial delivery service.

(30) Proposed Entity Name. As used herein, the term "proposed entity name" shall mean:

(a) The name of an entity contained in articles of incorporation, articles of organization, certificate of limited partnership, application for certificate of authority, or an application for name reservation with the Secretary of State; or

(b) The name of an entity contained in articles of amendment, restated articles of incorporation, restated articles of organization, certificate of amendment to the certificate of limited partnership, articles or certificate of merger, articles or certificate of share exchange, certificate of conversion, application for reinstatement, application for reinstatement or reactivation from inactive status, or application for amended certificate of authority submitted to the Secretary of State for filing, if that name is different than the existing name of the entity or foreign entity on file and of record with the Secretary of State.

(31) Rule. As used herein, all references to "Rule" or "the Rules" shall mean the rules as they appear in the "Official Compilation, Rules and Regulations of the State of Georgia" as compiled and printed by the Secretary of State pursuant to the Georgia Administrative Procedure Act, O.C.G.A. §§ 50-13-1et seq.

(32) Secretary of State. As used herein, all references to the "Secretary of State" or to the "Secretary" shall mean the Secretary of State of the State of Georgia. The terms "Commissioner" and "Secretary of State" shall both refer to the Secretary of State of the State of Georgia.

(33) Sign or Signature. As used herein all references to "sign" or "signature" includes any manual, facsimile, conformed, or electronic signature.

(34) Year. As used herein, the term "year" shall mean a calendar year. A calendar year is the one-year period that begins on January 1 and ends on December 31.

O.C.G.A. §§ 14-5-23, 14-11-1105, 14-11-1106.

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