When a Georgia debtor transfers property to a spouse, moves an asset into a family LLC, or shifts operations to a newly-formed entity, the transaction often feels final. Georgia law says otherwise. Under the Georgia Uniform Voidable Transactions Act (UVTA), O.C.G.A. § 18-2-70 et seq., a creditor — or, in bankruptcy, a trustee stepping into a creditor's shoes — can reach back years to unwind transfers that were made to hinder collection or that stripped value out of an insolvent debtor. Two recent Georgia Court of Appeals decisions clarify important pieces of that framework and are worth a closer look by any business owner, real estate investor, or lender operating in Georgia today.
A Quick Statutory Refresher
The UVTA is the successor to Georgia's Uniform Fraudulent Transfers Act (UFTA). It applies to transfers made or obligations incurred on or after July 1, 2015; transfers before that date are analyzed under the former UFTA. EMM Credit, LLC v. Remington, 343 Ga. App. 710 (2017); Interfinancial Midtown, Inc. v. Choate Constr. Co., 343 Ga. App. 793 (2017). The statute recognizes two basic theories of avoidance:
- Actual fraud under O.C.G.A. § 18-2-74(a)(1) — a transfer made “with actual intent to hinder, delay, or defraud” any creditor.
- Constructive fraud under O.C.G.A. §§ 18-2-74(a)(2) and 18-2-75 — transfers made without receiving “reasonably equivalent value” while the debtor was insolvent or was rendered insolvent by the transfer, regardless of intent.
Because actual intent is rarely proven directly, O.C.G.A. § 18-2-74(b) sets out a series of factors — commonly called “badges of fraud” — that Georgia courts consider in inferring intent. Concealment of the transfer, transfer to an insider, retention of possession or control after transfer, and the presence of a threatened lawsuit at the time of transfer are among the traditional signals. Georgia decisions such as SRB Inv. Servs., LLLP v. Branch Banking & Trust Co., 289 Ga. 1 (2011), and Georgia Commercial Stores, Inc. v. Forsman, 342 Ga. App. 542 (2017), continue to be touchstones for this analysis.
Recent Development #1: Accounts Receivable, Successor Liability, and Pleading
In Pirs Capital, LLC v. Vivace Design Build, Inc., 376 Ga. App. 678 (2025), the Court of Appeals resolved several questions that come up repeatedly in UVTA litigation.
First, the court confirmed that accounts receivable qualify as “assets” under the UVTA, and that a trial court errs by dismissing a UVTA claim on the theory that receivables aren't a covered asset. That matters because business-to-business fraudulent transfer disputes frequently involve one entity siphoning receivables to another, and defendants had sometimes argued receivables fell outside the statutory definition.
Second, the court held that a pleading deficiency in a UVTA claim is not a ticket to dismissal. If a plaintiff's complaint fails to plead fraud with sufficient particularity, the proper remedy is an order for a more definite statement rather than outright dismissal.
Third — and most significant for structuring litigation — the court underscored that successor liability applies when a new entity continues the same business with the same ownership. In Pirs Capital, the debtor created a new entity roughly five months after entering into a financing agreement, provided identical services under the new banner, and directed payments to the successor. That combination was enough to make the successor a proper UVTA defendant. Business owners considering a “restructure and redirect” strategy while creditors are still owed money should read Pirs Capital before pulling the trigger.
Recent Development #2: The Hard Four-Year Bar
Barnes v. Tillery, 373 Ga. App. 580 (2024), is a cautionary tale for creditors. The plaintiff brought a constructive-fraud claim under O.C.G.A. § 18-2-75(a) more than four years after the challenged transfer. The Court of Appeals held that the claim was completely extinguished — not merely time-barred as a matter of procedure, but extinguished as a substantive matter — under O.C.G.A. § 18-2-79. Because the plaintiff had missed the four-year window, the trial court erred in denying the defendants' motion to dismiss.
The Georgia limitations framework is worth committing to memory:
- Constructive-fraud claims under O.C.G.A. § 18-2-75(a) must be brought within four years of the transfer, full stop. There is no discovery-rule extension.
- Actual-intent claims under O.C.G.A. § 18-2-74(a)(1) must be brought within four years of the transfer or, if later, within one year after the transfer “was or could reasonably have been discovered.” O.C.G.A. § 18-2-79.
For creditors, that difference is often outcome-determinative and should drive both theory-of-the-case and pleading choices at the outset.
Standing: Creditors and Their Assignees
The 2015 UVTA amendments broadened who can sue. A “creditor” now includes any person with a claim regardless of when it was acquired, along with any successors or assigns. EMM Credit, 343 Ga. App. at 710. When a claim is assigned, the right of action under §§ 18-2-74(a), 18-2-75(a), and 18-2-75(b) travels automatically with it. That statutory mechanism — tied specifically to the 2015 amendments — has become important for debt-buyers, factoring companies, and lenders who take assignments of receivables.
The Bankruptcy Twist
Fraudulent transfer analysis takes on a second life once a debtor files bankruptcy. A trustee has direct avoidance power under 11 U.S.C. § 548 (a two-year federal look-back), but the trustee also has “strong-arm” power under 11 U.S.C. § 544(b) to step into the shoes of an unsecured creditor with an actual UVTA claim — reaching back through Georgia's four-year window rather than the shorter federal one. That means a transfer that occurred well before the two-year federal look-back can still be unwound by a trustee if a Georgia creditor could have attacked it under the UVTA on the petition date. Debtors' counsel who fail to walk through the § 544(b) analysis during pre-filing planning miss one of the most important pieces of exposure the client faces.
Practical Takeaways
For business owners and individuals considering a transfer: think about it before, not after. Document the fair-market value of any transferred asset, structure the deal on arm's-length terms, and pay close attention to the timing relative to any threatened litigation. Transfers to insiders — spouses, adult children, controlled entities — draw scrutiny even when everything else looks clean. See our related discussion of transfers before bankruptcy for more.
For creditors facing a suspicious transaction: file quickly. The four-year clock is unforgiving for constructive-fraud claims after Barnes, and a delay of even a few months can extinguish a viable claim entirely.
At Rountree Leitman Klein & Geer, our team routinely handles UVTA disputes on both sides — creditors seeking to unwind transfers, and business owners and debtors defending them, whether in state court, in adversary proceedings in the bankruptcy courts, or in pre-filing planning. If you have questions about a transaction that has already happened, or one you're considering, we're happy to talk it through. Schedule a consultation through the link below or call our Atlanta office.
Need Legal Guidance?
Our experienced attorneys are here to help. Contact us for a consultation about your legal needs.
Contact Our Team