Records to be kept

(a) The general partners shall cause the limited partnership to keep the following: (1) A current list of the full name and last known business address of each partner, separately identifying in alphabetical order the general partners and the limited partners; (2) A copy of the certificate of limited partnership, all certificates of amendment thereto, and all certificates of merger filed in mergers of 977 14-9-105 CORPORATIONS & PARTNERSHIPS 14-9-105 which the limited partnership was the surviving partnership, together with executed copies of any powers of attorney pursuant to which any certificate has been executed; (3) Copies of the limited partnership’s federal, state, and local income tax returns and reports, if any, for the four most recent years; (4) Copies of any then effective written partnership agreements, merger agreements in connection with mergers of which the limited partnership was the surviving partnership, and of any annual financial statements of the limited partnership for the four most recent years; and (5) Unless contained in a written partnership agreement, a writing or writings setting out: (A) The cash and property contributed by each partner to the capital of the partnership; and (B) The cash and property to be contributed by each partner to the capital of the partnership and terms upon which such contributions are to be made. (b) The general partners shall make available records kept under this Code section in accordance with Code Section 14-9-305. (Code 1981, § 14-9-105, enacted by Ga. L. 1988, p. 1016, § 1.) COMMENT Note to Georgia Revised Uniform Limited Partnership Act Requires the general partners to cause the limited partnership to keep certain records. This duty is consistent with the general partners’ substantial management authority over the affairs of the partnership under Sections 14-9-302 and 14-9-403 and can be viewed as replacing the duty to put similar information in the certificate as required under prior law (Section 14-9A-20). Prior Georgia Law Section 14-9A-92 gives limited partners the right to have partnership books kept at the principal place of business. Comparison With Official RULPA The period for which the records must be kept is expanded to four years from three in order to ensure availability of the records for tax audits. Subsection (b) was changed to clarify that the duty to make records available is controlled by Section 14-9-305. Cross-Reference Duty to make records available to limited partners: § 14-9-305.