Title 14 — Corporations, Partnerships, and Associations
0 chapters · 716 sections in this title.
O.C.G.A. § 14-8-1 Short title
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This chapter shall be known and may be cited as the ‘‘Uniform Partnership Act.’’ (Code 1981, § 14-8-1, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 2017, p. 774, § 14/HB 323.) The 2017 amendment, effective May 9, 2017, part of an Act to revise, modernize, and correct the Code, su…
O.C.G.A. § 14-8-10 Conveyance of real property by partners
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(a) Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property if the partnership proves that the partner’s act did not bind the partnership…
O.C.G.A. § 14-8-10.1 Statement of partnership generally
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(a) A statement of partnership in the name of the partnership, signed by all of the partners and witnessed and notarized, may be recorded in the office of the clerk of the superior court of any county and shall be recorded by such clerk in a book to be kept for that purpose and o…
O.C.G.A. § 14-8-11 Representation of partnership affairs by partner
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An admission or representation made by any partner concerning partnership affairs within the scope of his authority is evidence against the partnership. (Code 1981, § 14-8-11, enacted by Ga. L. 1984, p. 1439, § 1.) COMMENT Note to Uniform Partnership Act This section states the e…
O.C.G.A. § 14-8-12 Notice to or knowledge of the partnership
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Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have 885 14-8-12 14-…
O.C.G.A. § 14-8-13 Liability of partnership for acts of partners
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Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his copartners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partners…
O.C.G.A. § 14-8-14 Liability of partner by estoppel: § 14-8-16
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Liability of incoming partner: §§ 14-8-17 and 14-8-41(c). Partners’ rights to indemnification by the partnership: § 14-8-18(2). Partners’ duty to contribute toward partnership liabilities: §§ 14-8-18(1), 14-8-40(4)-(7) and 14-8-36(d). Priorities among creditors of the partnership…
O.C.G.A. § 14-8-15 Liability of partners
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(a) Except as provided in subsection (b) of this Code section, all partners are jointly and severally liable for all debts, obligations, and liabilities of the partnership. (b) Subject to subsection (c) of this Code section and to any contrary agreement among the partners, a part…
O.C.G.A. § 14-8-15.1 Power to sue or be sued
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A partnership may sue or be sued in its common name. (Code 1981, § 14-8-15.1, enacted by Ga. L. 1987, p. 1444, § 1.)
O.C.G.A. § 14-8-16 Liability of person representing himself as a partner
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(a) When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to any one, as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such person to whom such representatio…
O.C.G.A. § 14-8-17 Liability of incoming partner
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A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership…
O.C.G.A. § 14-8-18 Rights and duties of partners
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The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules: (1) Each partner shall be repaid his or her contributions, whether by way of capital or advances to the partnership property an…
O.C.G.A. § 14-8-19 Partnership books
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The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them. (Code 1981, § 14-8-19, enacted by Ga. L. 1984, p. 1…
O.C.G.A. § 14-8-2 Definitions
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As used in this chapter, the term: (1) ‘‘Bankrupt’’ means a person who is the subject of: (A) The entry of an order for relief under Section 303(h) of the Bankruptcy Code (11 U.S.C. Section 303(h)) or the filing of a petition for voluntary bankruptcy under Section 301 of the Bank…
O.C.G.A. § 14-8-22 Right to formal accounting of partnership affairs
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In addition to the remedies or methods of dispute resolution provided for in the partnership agreement, any partner shall have the right to a formal accounting as to partnership affairs: (1) If he is wrongfully excluded from the partnership business or possession of its property …
O.C.G.A. § 14-8-23 Continuation of partnership after time of termination
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(a) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consiste…
O.C.G.A. § 14-8-24 Property rights of partner
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The property rights of a partner are: (1) His rights in specific partnership property; (2) His interest in the partnership; and (3) His right to participate in the management. (Code 1981, § 14-8-24, enacted by Ga. L. 1984, p. 1439, § 1.) COMMENT Note to Uniform Partnership Act Th…
O.C.G.A. § 14-8-25 Incidents of tenancy in partnership
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(a) A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership. (b) The incidents of the tenancy are such that: (1) A partner, subject to the provisions of this chapter and to any agreement between the partners, has an equal right …
O.C.G.A. § 14-8-26 Interest of partner in partnership
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A partner’s interest in the partnership is his share of the profits and surplus, and the same is personal property. (Code 1981, § 14-8-26, enacted by Ga. L. 1984, p. 1439, § 1.) COMMENT Note to Uniform Partnership Act This section describes the partner’s interest in the partnersh…
O.C.G.A. § 14-8-3 Short title
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Definitions. ‘‘Knowledge’’ and ‘‘notice’’ defined. 14-8-4. Construction with other laws.
O.C.G.A. § 14-8-31 Causation of dissolution
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(a) Dissolution is caused: (1) By the termination of the definite term or particular undertaking specified in the agreement; (2) By the express will or withdrawal of any partner; (3) By the expulsion of any partner from the business in accordance with the terms of the agreement b…
O.C.G.A. § 14-8-32 Dissolution of partnership by court decree
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(a) On application by or for a partner the court shall decree a dissolution whenever: (1) A partner has been declared mentally incapacitated in any judicial proceeding or is shown to be of unsound mind; 923 14-8-32 CORPORATIONS & PARTNERSHIPS 14-8-32 (2) A partner becomes in any …
O.C.G.A. § 14-8-33 Limitation of authority of partner to act for dissolved partnership
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14-8-34. Liability of partners to copartners for actions following dissolution of partnership. 14-8-35. Actions which can bind a dissolved partnership; liability of partners. 14-8-36. Effect of dissolution of partnership on existing liability of partners. 14-8-37. Rights of partn…
O.C.G.A. § 14-8-35 Actions which can bind a dissolved partnership; liability of partners
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(a) After dissolution a partner can bind the partnership except as provided in subsection (c) of this Code section: (1) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution; (2) By any transaction which would bind the part…
O.C.G.A. § 14-8-37 Rights of partners in winding up partnership affairs
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Unless otherwise agreed, the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs, including the right to convey any real property of the partnership; p…
O.C.G.A. § 14-8-4 Construction with other laws
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(a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. (b) The law of estoppel shall apply under this chapter. (c) The law of agency shall apply under this chapter. (d) This chapter shall be so interprete…
O.C.G.A. § 14-8-40 Settlement of accounts between partners after dissolution
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In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary: (1) The assets of the partnership are: (A) The partnership property; (B) The contributions of the partners specified in paragraph (4) of t…
O.C.G.A. § 14-8-43 Rights of partners to accounting of interest in partnership upon dissolution
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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 th…
O.C.G.A. § 14-8-44 Law governing foreign limited liability partnership
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(a) The laws of the jurisdiction under which a foreign limited liability partnership is organized govern its organization and internal affairs and the liability of its partners, regardless of whether the foreign 948 14-8-45 limited liability partnership procured or should have pr…
O.C.G.A. § 14-8-48 Name of foreign limited liability partnership
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(a) A foreign limited liability partnership may apply for a certificate of authority with the Secretary of State under any name, whether or not it is the name under which it is registered in its jurisdiction of organization; provided, however, that such name: (1) Must contain the…
O.C.G.A. § 14-8-49 Change of name of foreign limited liability partnership
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A foreign limited liability partnership authorized to transact business in this state must procure an amended certificate of authority from the Secretary of State if it changes its name or its jurisdiction of organization. The requirements of Code Sections 14-8-45 and 14-8-47 for…
O.C.G.A. § 14-8-56 Annual registration of foreign limited liability partnership
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(a) Each foreign limited liability partnership authorized to transact business in this state shall deliver to the Secretary of State for filing an annual registration that sets forth: 959 14-8-56 CORPORATIONS & PARTNERSHIPS 14-8-56.1 (1) The name of the foreign limited liability …
O.C.G.A. § 14-8-56.1 Valid period for annual registration
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14-8-57. Filing fees pertaining to foreign limited liability partnerships. 14-8-58. Administrative power of Secretary of State pertaining to foreign limited liability partnership laws. 14-8-59. Rules and regulations pertaining to foreign limited liability partnerships. 14-8-60. E…
O.C.G.A. § 14-8-57 Filing fees pertaining to foreign limited liability partnerships
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The Secretary of State shall collect the following fees and penalties when the documents described below are delivered to the Secretary of State for filing pursuant to the chapter: Document Fee (1) Application for certificate of authority to transact business ....................…
O.C.G.A. § 14-8-61 Effective date of laws governing foreign limited liability partnership
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Code Sections 14-8-44 through 14-8-60 and this Code section shall become effective on July 1, 1994, and shall govern all foreign limited liability partnerships transacting business in this state on or after July 1, 1994. (Code 1981, § 14-8-61, enacted by Ga. L. 1994, p. 1674, § 2…
O.C.G.A. § 14-8-63 Name of limited liability partnership
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(a) Except as provided in subsection (b) of this Code section, the name of a limited liability partnership shall contain the words ‘‘limited liability partnership,’’ it being permitted to abbreviate the word ‘‘limited’’ as ‘‘ltd.,’’ or the abbreviation ‘‘L.L.P.’’ or the designati…
O.C.G.A. § 14-8-7 Determination of existence of partnership
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In determining whether a partnership exists, the following rules shall apply: (1) Except as provided by Code Section 14-8-16 persons who are not partners as to each other are not partners as to third persons; (2) Joint tenancy, tenancy in common, tenancy by the entireties, joint …
O.C.G.A. § 14-8-8 Determination of ownership of property
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(a) Subject to subsection (d) of this Code section, property, whether real or personal, is presumed to be partnership property where: (1) It is included as such in the agreement of partnership or described in any recorded statement of partnership under Code Section 14-8-10.1; or …
O.C.G.A. § 14-8-9 Agency of partners for partnership
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Subject to the provisions of Code Section 14-8-10.1: (1) Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the …