Powers of general and special partners

(a) Only the general partners shall be authorized to transact business, sign for the partnership, and bind the partnership. (b) A special partner may at any time examine the conditions and progress of the partnership concerns, advise as to the management of the same, and, when the general partner or partners may be rendered incompetent to act because of illness, temporary absence, or other cause, direct and control the business of the partnership with the authority of a general partner; provided, however, such special partner, before assuming such direction and control, shall place in a position easily seen by all parties dealing with said partnership a placard or sign indicating which of the partners of the firm are general partners and which are special partners; otherwise the special partner or partners shall not transact any business on account of the said partnership nor be employed for that purpose as agent or in any capacity akin thereto. If, contrary to this Code section, a special partner shall in any manner interfere with the business and affairs of the partnership, he shall be deemed a general partner; provided, however, a special partner may act as the attorney or counselor at law for the partnership without becoming liable as a general partner. (Laws 1837, Cobb’s 1851 Digest, pp. 585, 587; Code 1863, §§ 1924, 1938; Code 1868, §§ 1912, 1926; Code 1873, §§ 1922, 1936; Code 1882, §§ 1922, 1936; Ga. L. 1884-85, p. 47, § 1; Civil Code 1895, §§ 2664, 2676; Civil Code 1910, §§ 3193, 3205; Code 1933, §§ 75-403, 75-414; Code 1981, § 14-9-123; Code 1981, § 14-9A-123, as redesignated by Ga. L. 1988, p. 1016, § 1.) 14-9A-124. Repayment of contribution of special partner prohibited; payment of interest and profits to special partner. (a) No part of the sum which any special partner shall have contributed to the capital stock shall be withdrawn by him or paid or transferred to him in the shape of dividends, profits, or otherwise at any time during the continuance of the partnership, but any partner may annually receive lawful interest on the sum so contributed by him, if the payment of such interest shall not reduce the original amount of such capital. If, after the payment of such interest, any profits shall remain to be divided, he may also receive his portion of such profits, but shall not be liable for any debts previously contracted by the general partners. (b) If it shall appear that, by the payment of interest or profits to any special partner, the original capital has been reduced, or the firm shall be unable to pay its debts, the partner receiving the same shall be bound to restore the interest or profits received by him necessary to 1091 14-9A-124 CORPORATIONS & PARTNERSHIPS 14-9A-127 make good his original share of the original stock. (Laws 1837, Cobb’s 1851 Digest, p. 587; Code 1863, §§ 1936, 1937; Code 1868, §§ 1924, 1925; Code 1873, §§ 1934, 1935; Code 1882, §§ 1934, 1935; Civil Code 1895, §§ 2677, 2678; Civil Code 1910, §§ 3206, 3207; Code 1933, §§ 75-415, 75-416; Code 1981, § 14-9-124; Code 1981, § 14-9A-124, as redesignated by Ga. L. 1988, p. 1016, § 1.) 14-9A-125. Priority of special partners.