Execution by judicial act

(a) If a person required by Code Section 14-9-204 to execute a certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the superior court of the county where the registered office of the limited partnership is located to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the Secretary of State to record an appropriate certificate. (b) The court shall assess the costs and expenses of such proceeding against the limited partnership, except that all or any part of such costs and expenses may be apportioned and assessed, as the court may determine, against any or all of the persons required by Code Section 14-9-204 to execute a certificate who failed or refused to do so if the court finds that such failure or refusal was arbitrary, vexatious, or otherwise not in good faith. (Code 1981, § 14-9-205, enacted by Ga. L. 1988, p. 1016, § 1.) COMMENT Note to Georgia Revised Uniform Limited Partnership Act This section provides for execution of a certificate by order of court. Prior Georgia Law Section 14-9A-26(c)-(d) is similar to subsection (a). Comparison With Official RULPA Subsection (b) permitting assessment of costs and expenses has been added. It is derived from the Michigan Revised Uniform Limited Partnership Act, Mich. Stat. 987 14-9-205 CORPORATIONS & PARTNERSHIPS 14-9-206 Ann. Section 20.1205 (Supp. 1988) and Section 14-2-251(g)(7) dealing with corporate appraisal rights. Cross-References Execution of certificates: § 14-9-204.