Title 14 — Corporations, Partnerships, and Associations
0 chapters · 716 sections in this title.
O.C.G.A. § 14-9-606 Right to distribution
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Except as otherwise provided in the partnership agreement at the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. (Code 1981, § 14…
O.C.G.A. § 14-9-701 Nature of partnership interest
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A partnership interest is personal property. A partner has no interest in specific partnership property. (Code 1981, § 14-9-701, enacted by Ga. L. 1988, p. 1016, § 1.) COMMENT Note to Georgia Revised Uniform Limited Partnership Act This section provides that a partner’s interest …
O.C.G.A. § 14-9-702 Assignment of partnership interest
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(a) Unless otherwise provided in the partnership agreement: (1) A partnership interest is assignable in whole or in part; (2) An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner; …
O.C.G.A. § 14-9-703 Rights of creditor
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(a) On application to a competent court by a judgment creditor of a partner or of any assignee of a partner, the court may charge the partnership interest of the partner or such assignee with payment of the unsatisfied amount of the judgment, with interest. To the extent so charg…
O.C.G.A. § 14-9-704 Right of assignee to become limited partner
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(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that: (1) The partnership agreement so provides; or (2) All other partners consent. (b) An assignee who has become a limited partner has, to th…
O.C.G.A. § 14-9-705 Power of legal representative of deceased or incompetent partner
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(a) If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner’s executor, administrator, conservator, or other legal representative may exercise all the partner’s rights for the pur…
O.C.G.A. § 14-9-801 Events triggering dissolution
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A limited partnership is dissolved and its affairs must be wound up upon the first of the following to occur: (1) Events specified in writing in the partnership agreement; (2) Written consent of all partners; (3) An event of withdrawal of a general partner unless: (A) There remai…
O.C.G.A. § 14-9-802 Judicial dissolution
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On application by or for a partner, the court may decree dissolution of a limited partnership whenever: (1) It is not reasonably practicable to carry on the business in conformity with the partnership agreement; or (2) A general partner has been guilty of such misconduct as tends…
O.C.G.A. § 14-9-803 Winding up
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(a) After dissolution, except as provided in the partnership agreement, the general partners who have not withdrawn or, if none, the limited partners may wind up the limited partnership’s affairs but, if one or more of such general partners have engaged in wrongful conduct, or up…
O.C.G.A. § 14-9-804 Distribution of assets
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Upon the winding up of a limited partnership, the assets must be distributed as follows: (1) To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to p…
O.C.G.A. § 14-9-805 Execution of deeds or other transfer instruments
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Deeds or other transfer instruments requiring execution after the filing of a certificate of cancellation by a dissolved limited partnership may be signed by any person who had authority to wind up the dissolved partnership under the provisions of subsection (a) of Code Section 1…
O.C.G.A. § 14-9-901 Laws governing
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Subject to the Constitution of this state: (1) The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners regardless of whether the foreign limited partnership procured or sho…
O.C.G.A. § 14-9-902 Laws governing
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Certificate of authority; activities not constituting transacting business. 14-9-902.1. Registered agent; office.
O.C.G.A. § 14-9-902.1 Registered agent; office
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(a) Each foreign limited partnership that is required to obtain a certificate of authority to do business in this state shall continuously maintain in this state an agent for service of process on the foreign limited partnership. (b) An agent for service of process must be an ind…
O.C.G.A. § 14-9-903 Issuance of certificate
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(a) If the Secretary of State finds that an application for certificate of authority conforms to law and all requisite fees and any penalty due pursuant to Code Section 14-9-907 have been paid, he shall: (1) Stamp or otherwise endorse his official title and the date and time of r…
O.C.G.A. § 14-9-904 Name
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(a) A foreign limited 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 state of organization, that could be registered by a domestic limited partnership. (b) Except a…
O.C.G.A. § 14-9-905 Cancellation of certificate: § 14-9-906
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Consequences of failure to procure certificate: § 14-9-907. Secretary of State rules regarding certificate: 590-7-12-.08. 14-9-902.1. Registered agent; office.
O.C.G.A. § 14-9-906 Certificate of withdrawal
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A foreign limited partnership authorized to transact business in this state may apply for a certificate of withdrawal by delivering to the Secretary of State for filing an application that sets forth: (1) The name of the limited partnership and the name of the jurisdiction under …
O.C.G.A. § 14-9-907 Transaction of business without registering
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(a) A foreign limited partnership transacting business in this state may not maintain an action, suit, or proceeding in a court of this state until it has obtained a certificate of authority. (b) The failure of a foreign limited partnership to obtain a certificate of authority do…
O.C.G.A. § 14-9-908 Action by Attorney General
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The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this chapter. (Code 1981, § 14-9-908, enacted by Ga. L. 1988, p. 1016, § 1.)