Rights, powers, and liabilities generally

(a) Except as otherwise provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of and liabilities to the partnership and to the other partners of a partner in a partnership without limited partners. (b) Except as otherwise provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. (c) If a limited partnership is a limited liability partnership under Chapter 8 of this title, then, except as otherwise provided in this 1009 14-9-403 CORPORATIONS & PARTNERSHIPS 14-9-403 chapter or in the partnership agreement, the liabilities of each general partner of such limited partnership shall be determined by reference to the provisions of Chapter 8 of this title regarding limited liability partnerships. (Code 1981, § 14-9-403, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1996, p. 787, § 11.) COMMENT Note to Georgia Revised Uniform Limited Partnership Act This section provides that a general partner in a limited partnership has the same rights and powers and is subject to the same restrictions and liabilities as a general partner in a general partnership unless otherwise provided in this chapter or (except as to liabilities to persons other than partners) in the partnership agreement. Prior Georgia Law Section 14-9A-70 provides that general partners in a limited partnership have the same rights as those in a general partnership except that they cannot take certain steps enumerated in the statute (such as an act that would make it impossible to carry on ordinary business) without the consent of all limited partners. Comparison With Official RULPA This Section is the same in effect as RULPA except that, for purposes of clarity, it places in separate subsections the provision relating to liabilities to third parties, which are not subject to contrary provision in the partnership agreement, and the provision relating to all other rights, liabilities and restrictions of general partners, which are. Cross-References The following provisions of the Uniform Partnership Act as to rights, powers and liabilities of general partners apply to general partners in a limited partnership. Power of general partner to act as agent of partnership: § 14-8-9 et seq. General partner’s liability to creditors: § 14-8-15. Fiduciary duties of partners: § 14-8-21. Partner’s right to accounting: §§ 14-8-22 and 14-8-43. Property rights of general partner: § 14-8-24 et seq. Effect of dissolution on partner’s liabilities: § 14-8-36. Rescission for fraud: § 14-8-39. As to general partner voting rights, see Comment to § 14-9-405. The following provisions of this chapter as to rights, powers and liabilities of a general partner supersede analogous provisions in the Uniform Partnership Act. Agreements as to voting rights of general partners in limited partnership and classification other than as to voting: § 14-9-405. Allocation of financial items: § 14-9-503. Distribution on withdrawal: § 14-9-604.