Rights of partners to accounting of interest in partnership upon dissolution

The right to an account of his interest shall accrue to any partner, his assignee, or his legal representative, as against the winding up part947 14-8-43 CORPORATIONS & PARTNERSHIPS 14-8-44 ners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary. (Code 1981, § 14-8-43, enacted by Ga. L. 1984, p. 1439, § 1.) COMMENT Note to Uniform Partnership Act Under this section, the statute of limitations on a partner’s right to an accounting begins to run at the time of dissolution. This section also identifies who may enforce the right to account. Prior Georgia Law There was no comparable provision. Georgia case law was inconsistent in holding that the four year limitations period under O.C.G.A. § 9-3-25 (governing actions on accounts) begins to run after partnership affairs have been settled rather than at the earlier time of dissolution. See Prentice v. Elliott, 72 Ga. 154 (1883). Official UPA This section is the same as the official version except that the right to sue for an account is given not only to the partner or his legal representative, but also to a partner’s assignee. This is consistent with new subsection 14-8-27(c) (assignee has right to an account from the date of last account agreed to by the partners); § 14-8-37 (assignee may obtain winding up by the court); and § 14-8-32(b) (assignee may sue for dissolution). Cross-References Assignee’s right to account: § 14-8-27(c). When dissolution occurs: § 14-8-31. Right to wind up the partnership after dissolution: § 14-8-37. Right to application of property after dissolution: § 14-8-38. Rules for distribution of property after dissolution: § 14-8-40. Rights to profits or interest when business continued after dissolution: § 14-8-42.