Title 14 — Corporations, Partnerships, and Associations
0 chapters · 716 sections in this title.
O.C.G.A. § 14-9-100 Short title
0.4K chars
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. § 14-9-1001 Right of limited partner to bring action
1.3K chars
A limited partner may maintain an action in the right of a limited partnership to recover a judgment in its favor if general partners with 1048 14-9-1002 authority to do so have refused to bring the action or an effort to cause those general partners to bring the action is not li…
O.C.G.A. § 14-9-1002 Requirements for plaintiff
1.1K chars
Except to the extent provided by the partnership agreement, in a derivative action, the plaintiff must be a partner at the time of bringing the action and: (1) Must have been a partner at the time of the transaction of which he complains; or (2) His status as a partner must have …
O.C.G.A. § 14-9-1003 Complaint
0.8K chars
In a derivative action, the complaint must set forth with particularity the effort of the plaintiff to secure commencement of the action by a general partner or the reasons for not making the effort. (Code 1981, § 14-9-1003, enacted by Ga. L. 1988, p. 1016, § 1.) COMMENT Note to …
O.C.G.A. § 14-9-1004 Expenses
1.0K chars
If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorneys’ fees, and shal…
O.C.G.A. § 14-9-101 Definitions
5.0K chars
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
2.5K chars
(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
1.4K chars
(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 14-9-1101. If the Secretary of State finds that the limited partnership name applied for is available, he or she shall reserve the name for the ap…
O.C.G.A. § 14-9-104 Registered office and agents
5.1K chars
(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
2.5K chars
(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
3.7K chars
(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
5.1K chars
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. § 14-9-109 Short title
0.6K chars
Definitions. Partnership name. Reservation of name. Registered office and agents. Records to be kept. Authorized activity; acquisition or conveyance of interest in real property. Business transactions of partner with partnership. Indemnification of partners or other persons; expa…
O.C.G.A. § 14-9-1101 Fees
1.6K chars
The Secretary of State shall charge and collect for filing: Document Fee (1) A certificate of limited partnership .......................$ 100.00 (2) A registration of a foreign limited partnership ........ 225.00 (3) An annual registration ..................................... 5…
O.C.G.A. § 14-9-1102 Administrative powers of Secretary of State
0.8K chars
The Secretary of State shall have the power and authority reasonably necessary to enable him to administer this chapter efficiently and to perform the duties therein imposed upon him, including, without limitation, the power and authority to employ from time to time such addition…
O.C.G.A. § 14-9-1103 Rules and regulations
0.9K chars
The Secretary of State may promulgate such rules and regulations, not inconsistent with the provisions of this chapter, which are incidental to and necessary for the implementation and enforcement of such provisions of this chapter as are administered by the Secretary of State. S…
O.C.G.A. § 14-9-1104 Duty of Secretary of State to file documents
1.3K chars
The Secretary of State’s duty to file documents under this chapter is ministerial. His filing or refusing to file a document does not: (1) Affect the validity or invalidity of the document in whole or part; (2) Relate to the correctness or incorrectness of information contained i…
O.C.G.A. § 14-9-1201 Partnerships covered by chapter
3.3K chars
(a) This chapter governs all domestic limited partnerships formed on or after July 1 of the year in which this chapter becomes effective and all foreign limited partnerships transacting business in this state on or after July 1 of the year in which this chapter becomes effective.…
O.C.G.A. § 14-9-1202 Effect on partnerships existing prior to July 1, 1988
2.4K chars
(a) This chapter shall not apply to limited partnerships existing before July 1 of the year in which this chapter becomes effective except as provided in Code Section 14-9-1201. (b) This chapter shall not be construed so as to impair, or otherwise affect, the organization or the …
O.C.G.A. § 14-9-1204 Applicability of Uniform Partnership Act
1.3K chars
The provisions of Chapter 8 of this title, known as the ‘‘Uniform Partnership Act,’’ shall govern in any case not provided for in this chapter. (Code 1981, § 14-9-1204, enacted by Ga. L. 1988, p. 1016, § 1.) COMMENT Note to Georgia Revised Uniform Limited Partnership Act This sec…
O.C.G.A. § 14-9-201 Certificate of limited partnership
3.5K chars
(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
2.0K chars
(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
2.6K chars
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
1.9K chars
(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
1.7K chars
(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
2.7K chars
(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
6.4K chars
(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
6.5K chars
(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
1.4K chars
(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. § 14-9-206.4 Reserved
0.4K chars
Editor’s notes. — There were no Code sections designated §§ 14-9-206.2 through 14-9-206.4 in the ‘‘Georgia Revised Uniform Limited Partnership Act’’ as enacted by Ga. L. 1988, p. 1016. How- ever, in 1997, Code Section 14-9-206.2 was enacted by Ga. L. 1997, p. 1380, § 2 and, in 19…
O.C.G.A. § 14-9-206.5 Annual registration
1.9K chars
(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. § 14-9-206.6 Failure to file annual registration
6.2K chars
Reserved. Repealed by Ga. L. 1989, p. 931, § 7, effective July 1, 1989. Editor’s notes. — This Code section was enacted by Ga. L. 1988, p. 1016, § 1. 14-9-206.7. Failure to file under chapter for three consecutive years. A limited partnership, domestic or foreign, which fails for…
O.C.G.A. § 14-9-206.9 Valid period for annual registration
0.5K chars
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
2.7K chars
(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
1.4K chars
(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
3.4K chars
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 1002 14-9-303 by participating in the management or control of the business. (Code 1981, § 14-9-303, enacted by Ga. L. 1988, p. 1016, § 1.) COM…
O.C.G.A. § 14-9-304 Person erroneously believing himself limited partner
3.6K chars
(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
4.6K chars
(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: 1006 14-9-305 (…
O.C.G.A. § 14-9-401 Admission of additional general partners
1.6K chars
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. § 14-9-402 Reserved
0.2K chars
Editor’s notes. — There was no Code section designated § 14-9-402 in the ‘‘Georgia Revised Uniform Limited Part- nership Act’’ as enacted by Ga. L. 1988, p. 1016. 14-9-403. Rights, powers, and liabilities generally.
O.C.G.A. § 14-9-403 Rights, powers, and liabilities generally
3.2K chars
(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. § 14-9-405 Voting rights; additional rights, powers, and duties
1.5K chars
(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
1.3K chars
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
1.0K chars
(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
2.4K chars
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
0.6K chars
(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
7.6K chars
(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
1.8K chars
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
2.0K chars
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
1.6K chars
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…