Continuation of partnership after time of termination

(a) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will. (b) A continuation of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima-facie evidence of a continuation of the partnership. (Code 1981, § 14-8-23, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1994, p. 97, § 14.) COMMENT Note to Uniform Partnership Act This section provides that, in the absence of contrary agreement, the partners’ rights and duties continue after the end of a fixed term or completion of a particular undertaking if the partnership is continued, except that the partnership becomes one at will. Continuation of the partnership may be inferred from the continuation of the business without any settlement of partnership affairs. Prior Georgia Law There was no precisely comparable provision. Prior O.C.G.A. § 14-8-24(b) provided for continuation of a partnership for a term only until the expiration of its term or the death of a partner. However, this section did not explicitly invalidate an agreement to continue the partnership beyond its term or prevent the inference of such an agreement from the continuation of the business of the partnership. 905 14-8-23 CORPORATIONS & PARTNERSHIPS 14-8-24 Official UPA This section is the same as the official version. Cross-References Dissolution of a partnership upon termination of term or undertaking: § 14-8-31(a). Settlement of accounts on dissolution: §§ 14-8-38, 14-8-40 and 14-8-42.