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GA HB1414
Bill
Status
2/20/2026
Primary Sponsor
Matt Reeves
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AI Summary
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Amends Georgia's LLC law (Title 14, Chapter 11) to authorize the creation of "protected series" and "registered series" within a single LLC, allowing separate designation of members, managers, interests, or assets with distinct rights, powers, and business purposes
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Protected series are established through the operating agreement with notice in articles of organization; registered series require filing a certificate with the Secretary of State and must have a name beginning with the LLC's name
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Debts, liabilities, and obligations of each series are enforceable only against that series's assets, not against the parent LLC or other series, provided proper records separately account for each series's assets
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Members and managers of a series are not personally liable for series debts solely by reason of their role; series may contract, hold property, grant liens, and sue in their own names
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Provides procedures for conversion between protected and registered series, merger of registered series within the same LLC, termination and winding up of series, and requires foreign LLCs with series structures to disclose liability limitations when registering in Georgia
Legislative Description
Limited liability companies; permit creation of protected series and registered series
Last Action
House Committee Favorably Reported
3/3/2026