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Georgia Statutes, Title 14

Georgia/Statutes

← All Georgia coverage

Title 14

10 chapters · 848 sections in this title.

All chapters in Title 14848 Ch 2, BUSINESS CORPORATIONS259 Ch 3, NONPROFIT CORPORATIONS196 Ch 11, LIMITED LIABILITY COMPANIES104 Ch 9, REVISED UNIFORM LIMITED PARTNERSHIP ACT72 Ch 8, PARTNERSHIPS70 Ch 9A, LIMITED PARTNERSHIPS51 Ch 4, SECRETARY OF STATE CORPORATIONS46 Ch 5, MISCELLANEOUS PROVISIONS RELATING TO…26 Ch 10, PROFESSIONAL ASSOCIATIONS17 Ch 7, PROFESSIONAL CORPORATIONS7

72 sections·Filtered byTitle 14✕Ch 9✕

O.C.G.A. § 14-9-100 Short title
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This chapter shall be known and may be cited as the ‘‘Georgia Revised Uniform Limited Partnership Act.’’ (Code 1981, § 14-9-100, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 2017, p. 774, § 14/HB 323.) The 2017 amendment, effective May 9, 2017, part of an Act to revise, modernize…
O.C.G.A. § 14-9-101 Definitions
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As used in this chapter, unless the context of a provision of this chapter otherwise requires or unless otherwise defined in the partnership agreement: (1) ‘‘Certificate of limited partnership’’ means the certificate referred to in Code Section 14-9-201, and such certificate as a…
O.C.G.A. § 14-9-102 Partnership name
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(a) The name of each limited partnership shall be as set forth in its certificate of limited partnership and: (1) Must contain the words ‘‘limited partnership’’ or the abbreviation ‘‘L.P.’’; (2) Must be distinguishable on the records of the Secretary of State from the name of any…
O.C.G.A. § 14-9-103 Reservation of name
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(a) A person may apply to reserve a name for the purpose of forming a limited partnership by paying the fee specified in Code Section

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O.C.G.A. § 14-9-104 Registered office and agents

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(a) Each limited partnership shall continuously maintain in this state: (1) A registered office which may, but need not, be a place of its business in this state; and (2) A registered agent for service of process on the limited partnership. The address of the business office of t…

O.C.G.A. § 14-9-105 Records to be kept

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(a) The general partners shall cause the limited partnership to keep the following: (1) A current list of the full name and last known business address of each partner, separately identifying in alphabetical order the general partners and the limited partners; (2) A copy of the c…

O.C.G.A. § 14-9-106 Authorized activity; acquisition or conveyance of interest in real property

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(a) A limited partnership may engage in any activity except to the extent provided by law or in the partnership agreement. (b) Any estate in real property may be acquired in the name of a domestic limited partnership or of a foreign limited partnership (whether or not such foreig…

O.C.G.A. § 14-9-107 Business transactions of partner with partnership

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Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner. (Code 1981, § 14-…

O.C.G.A. § 14-9-108 Indemnification of partners or other persons; expansion, restriction, or elimination of partner’s duties and liabilities in partnership agreement

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(a) Subject to any limitations expressly set forth in the partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever, provided that the partnersh…

O.C.G.A. § 14-9-109 Evidence of filing

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A certificate attached to a copy of a document or electronic transmission filed by the Secretary of State, bearing his or her signature, which may be in facsimile, and the printed or embossed seal of this state, or its electronic equivalent, is prima-facie evidence that the origi…

O.C.G.A. § 14-9-201 Certificate of limited partnership

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(a) In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the office of the Secretary of State. The certificate must set forth: (1) The name of the limited partnership; (2) The address of the registered office and the name and …

O.C.G.A. § 14-9-202 Amendment of certificate

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(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the Secretary of State. The certificate must set forth: (1) The name of the limited partnership; (2) The date of filing of the certificate of limited partnership; (3)…

O.C.G.A. § 14-9-203 Certificate of cancellation

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A certificate of cancellation may be filed in the office of the Secretary of State when all debts, liabilities, and obligations of the limited partnership have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining property and …

O.C.G.A. § 14-9-204 Execution of certificates

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(a) Each certificate required by this article to be filed in the office of the Secretary of State must be executed, in such form as may be prescribed by the Secretary of State, in the following manner: (1) An original certificate of limited partnership must be signed by all gener…

O.C.G.A. § 14-9-205 Execution by judicial act

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(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 locat…

O.C.G.A. § 14-9-206 Filing with Secretary of State

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(a) A signed copy, and facsimile thereof, of the certificate of limited partnership and of any certificates of amendment, cancellation, or merger, or of any judicial decree of amendment, cancellation, or merger must be delivered to the Secretary of State; provided, however, that …

O.C.G.A. § 14-9-206.1 Merger

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(a) Pursuant to a written agreement, a domestic limited partnership may merge with one or more domestic or foreign limited partnerships, limited liability companies, or corporations. The agreement shall designate the surviving domestic or foreign limited partnership, domestic or …

O.C.G.A. § 14-9-206.2 Conversion to limited partnership

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(a) A corporation, foreign corporation, limited liability company, foreign limited liability company, foreign limited partnership, general partnership, or foreign general partnership may elect to become a limited partnership. Such election shall require: (1) Compliance with Code …

O.C.G.A. § 14-9-206.3 Articles of correction; effective date

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(a) A limited partnership may correct a document filed by the Secretary of State if the document: (1) Contains an incorrect statement; or (2) Was defectively executed, attested, sealed, verified, or acknowledged. (b) A document is corrected: (1) By preparing articles of correctio…

O.C.G.A. § 14-9-206.5 Annual registration

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(a) Each domestic limited partnership and each foreign limited partnership authorized to transact business in this state shall deliver to the Secretary of State for filing an annual registration that sets forth: (1) The name of the limited partnership and the state under whose la…

O.C.G.A. § 14-9-206.7 Failure to file under chapter for three consecutive years

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A limited partnership, domestic or foreign, which fails for three consecutive years to meet any filing requirement of this chapter may be placed on an inactive filing status in the automated data base of the Secretary of State and its name shall become available for reservation p…

O.C.G.A. § 14-9-206.8 Conversion to foreign limited liability company, foreign limited partnership, or foreign corporation, requirement

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(a) A limited partnership may elect to become a foreign limited liability company, a foreign limited partnership, or a foreign corporation, if such a conversion is permitted by the law of the state or jurisdiction under whose law the resulting entity would be formed. (b) To effec…

O.C.G.A. § 14-9-206.9 Valid period for annual registration

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Notwithstanding any other law to the contrary, the Secretary of State may provide for the annual registration required under this chapter to be valid for a period up to and including three years. The Secretary of State is authorized to adopt the necessary rules and regulations to…

O.C.G.A. § 14-9-301 Admission of limited partners

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(a) Subject to subsection (b) of this Code section, a person may become a limited partner in a limited partnership: (1) In the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partne…

O.C.G.A. § 14-9-302 Voting rights; additional rights, powers, and duties

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(a) The partnership agreement may grant: (1) The right to vote to all or certain identified limited partners or specified classes or groups of the limited partners on a per capita or any other basis, separately or with all or any class or group of the limited partners or the gene…

O.C.G.A. § 14-9-303 Liability

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A limited partner is not liable for the obligations of a limited partnership by reason of being a limited partner and does not become so by participating in the management or control of the business. (Code 1981, § 14-9-303, enacted by Ga. L. 1988, p. 1016, § 1.) COMMENT Note to G…

O.C.G.A. § 14-9-304 Person erroneously believing himself limited partner

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(a) Except as provided in subsection (b) of this Code section, and, as between the parties to the business enterprise, except as provided in their agreement, a person who makes a contribution to a business enterprise and erroneously believes that he has become a limited partner i…

O.C.G.A. § 14-9-305 Inspection of partnership records; information

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(a) Subject to such reasonable procedural standards as may be set forth in the partnership agreement or otherwise established by the general partners, a limited partner may, for any purpose reasonably related to the limited partner’s interest as a limited partner: (1) Upon his re…

O.C.G.A. § 14-9-401 Admission of additional general partners

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After the formation of a limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of…

O.C.G.A. § 14-9-403 Rights, powers, and liabilities generally

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(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 …

O.C.G.A. § 14-9-404 Rights, powers, and liabilities of general partner who is also limited partner

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A person may be both a general partner and a limited partner in a limited partnership if his interests are separately designated in the partnership agreement. A person who is both a general partner and a limited partner has the rights and powers and is subject to the restrictions…

O.C.G.A. § 14-9-405 Voting rights; additional rights, powers, and duties

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(a) The partnership agreement may grant: (1) The right to vote to all or certain identified general partners or specified classes or groups of the general partners on a per capita or any other basis, separately or with all or any class or group of the limited partners or the gene…

O.C.G.A. § 14-9-501 Form of contribution

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The contribution of a partner to the capital of a limited partnership may be in such form as is provided in the partnership agreement, including, unless otherwise provided therein but without limitation, cash, property, and services rendered, and may be made in such manner as is …

O.C.G.A. § 14-9-502 Promise to contribute; liability for contribution

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(a) Notwithstanding any other provision of law regarding unwritten contracts, including but not limited to Code Section 13-5-31, a promise by a person to make a contribution to the capital of a limited partnership is not enforceable unless set out in a writing signed by the perso…

O.C.G.A. § 14-9-503 Allocations among partners

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All deductions, credits, income, gains, losses, and distributions of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in wri…

O.C.G.A. § 14-9-601 Interim distributions; redemption of interest of partner

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(a) A partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof only to the extent and at the times or upon occurrence of the events specified in the partnership agr…

O.C.G.A. § 14-9-602 Withdrawal of general partner

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(a) A person ceases to be a general partner of a limited partnership upon the occurrence of one or more of the following events: (1) The general partner withdraws by voluntary act from the limited partnership as provided in subsection (c) of this Code section; (2) The general par…

O.C.G.A. § 14-9-603 Withdrawal of limited partner

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A limited partner may withdraw from a limited partnership at the time or upon the occurrence of events specified in writing in the partnership agreement. (Code 1981, § 14-9-603, enacted by Ga. L. 1988, p. 1016, § 1.) COMMENT Note to Georgia Revised Uniform Limited Partnership Act…

O.C.G.A. § 14-9-604 Distribution upon withdrawal

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Subject to contrary provision in the partnership agreement, a withdrawing partner is entitled to receive, within a reasonable time after withdrawal, the fair value as of the date of withdrawal of the interest in the limited partnership with respect to which the withdrawal has occ…

O.C.G.A. § 14-9-605 Form of distribution

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Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand or to receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agre…

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…