Title 14 — Corporations, Partnerships, and Associations
0 chapters · 716 sections in this title.
O.C.G.A. § 14-9A-1 Short title
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This article shall be known and may be cited as the ‘‘Uniform Limited Partnership Act.’’ (Ga. L. 1952, p. 375, § 27; Code 1981, § 14-9-1; Code 1981, § 14-9A-1, as redesignated by Ga. L. 1988, p. 1016, § 1; Ga. L. 2017, p. 774, § 14/HB 323.) The 2017 amendment, effective May 9, 20…
O.C.G.A. § 14-9A-110 Applicability of article; renewal of existing partnerships restricted
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(a) This article is applicable only to limited partnerships which were in existence on February 15, 1952, and which have not become limited 1084 14-9A-111 partnerships subject to Article 1 of this chapter or Chapter 9 of this title. (b) No limited partnership continuing existence…
O.C.G.A. § 14-9A-112 Firm name
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The business of a limited partnership may be conducted under a firm name in which the name of at least one of the partners is contained, to which may be added the word ‘‘company’’ or other general term to denote that there are special partners in the business, or under such firm …
O.C.G.A. § 14-9A-113 Certificate of limited partnership — Contents
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(a) Persons desirous of forming a limited partnership shall make and severally sign, either themselves or by attorneys in fact, a certificate which shall contain: (1) The name of the firm under which such partnership is to be conducted; (2) The general nature of the business inte…
O.C.G.A. § 14-9A-114 Certificate of limited partnership — Acknowledgment
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The certificate required under Code Section 14-9A-113 shall be acknowledged by the several persons signing the same, or their attorneys in fact, before a judge of the superior court or a judge of the probate court, magistrate, or notary public, and such acknowledgment shall be ce…
O.C.G.A. § 14-9A-115 Certificate of limited partnership — Filing
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The certificate and power of attorney in fact required under Code Section 14-9A-113, so acknowledged and certified, shall be filed in the office of the clerk of the superior court of the county in which the principal place of business of the partnership shall be situated and shal…
O.C.G.A. § 14-9A-116 Affidavits of capital paid in
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At the time of filing the original certificate required under Code Section 14-9A-113, with the evidence of the acknowledgment thereof, an affidavit or affidavits of the several general partners shall also be filed in the same office, stating that the sums specified in the certifi…
O.C.G.A. § 14-9A-117 Certified copies admissible in evidence
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Reserved. Repealed by Ga. L. 2011, p. 99, § 19/HB 24, effective January 1, 2013. Editor’s notes. — This Code section was based on Laws 1837, Cobb’s 1851 Digest, p. 586; Code 1863, § 1928; Code 1868, § 1916; Code 1873, § 1926; Code 1882, § 1926; Civil Code 1895, § 2668; Civil Code…
O.C.G.A. § 14-9A-119 Publication of terms of partnership; affidavits of publication as evidence
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14-9A-120. Renewal or continuance of partnership. 14-9A-121. Dissolution — Effect of Sec.
O.C.G.A. § 14-9A-120 Renewal or continuance of partnership
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Every renewal or continuance of a limited partnership beyond the time fixed for its duration shall be certified, acknowledged, and recorded; an affidavit of a general partner shall be made and filed; notice shall be given in the manner required in this article for its original fo…
O.C.G.A. § 14-9A-121 Dissolution — Effect of changes in firm name, capital, or death of partner
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(a) Except as provided in this Code section, every change made in the firm name of the general partners, in the nature of the business, or in the capital or shares thereof contributed, held, or owned or to be contributed, held, or owned by any of the special partners, or the deat…
O.C.G.A. § 14-9A-122 Dissolution — By acts of partners; notice required
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(a) No dissolution of a limited partnership by the acts of the partners shall take place prior to the time specified in the original certificate or the certificate of renewal until a notice of such intended dissolution, signed by all the partners or their representatives, has bee…
O.C.G.A. § 14-9A-123 Powers of general and special partners
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(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 th…
O.C.G.A. § 14-9A-125 Priority of special partners
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In case of the insolvency or bankruptcy of the partnership, no special partner shall, under any circumstances, be allowed to claim as a creditor until the claims of all the other creditors of the partnership shall be satisfied. (Laws 1837, Cobb’s 1851 Digest, p. 588; Code 1863, §…
O.C.G.A. § 14-9A-126 Parties to actions
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Actions brought by limited partnerships shall be in the name or names of the general partners only. Actions brought against limited partnerships shall be brought against the general partners only, except in cases where the special partners are liable in the same manner as general…
O.C.G.A. § 14-9A-128 Liability of partners for fraud
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Every partner who shall be guilty of any fraud in the affairs or business of the partnership shall be liable civilly to the party injured to the extent of his damage. (Laws 1837, Cobb’s 1851 Digest, p. 587; Code 1863, § 1940; Code 1868, § 1928; Code 1873, § 1938; Code 1882, § 193…
O.C.G.A. § 14-9A-130 Penalty for fraud
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Every partner who shall work any fraud in the affairs or business of a limited partnership shall be guilty of a misdemeanor. (Laws 1837, 1093 14-9A-130 CORPORATIONS & PARTNERSHIPS 14-9A-130 Cobb’s 1851 Digest, p. 587; Code 1863, § 1940; Code 1868, § 1928; Code 1873, § 1938; Code …
O.C.G.A. § 14-9A-2 Limited partnership defined
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A limited partnership is a partnership formed by two or more persons under Code Section 14-9A-20, having as members one or more general partners and one or more limited partners. The limited partners as such shall not be bound by the obligations of the partnership. (Ga. L. 1952, …
O.C.G.A. § 14-9A-2.1 Applicability of article
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This article is applicable only to limited partnerships to which Chapter 9 of this title or Article 2 of this chapter does not apply as provided by Code Section 14-9-1201 or 14-9A-110. (Code 1981, § 14-9A-2.1, enacted by Ga. L. 1988, p. 1016, § 2.) 14-9A-3. Construction of articl…
O.C.G.A. § 14-9A-20 Formation
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(a) Two or more persons desiring to form a limited partnership shall: (1) Sign and swear to a certificate, which shall state: (A) The name of the partnership; (B) The character of the business; (C) The location of the principal place of business; (D) The name and place of residen…
O.C.G.A. § 14-9A-23 Admission of additional limited partners
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After the formation of a limited partnership, additional limited partners may be admitted upon filing an amendment to the original certificate in accordance with the requirements of Code Section 1066 14-9A-25 14-9A-26. (Ga. L. 1952, p. 375, § 8; Code 1981, § 14-9-23; Code 1981, §…
O.C.G.A. § 14-9A-24 One person both general and limited partner
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(a) A person may be a general partner and a limited partner in the same partnership at the same time. (b) A person who is at the same time both a general and a limited partner shall have all the rights and powers and be subject to all the restrictions of a general partner, except…
O.C.G.A. § 14-9A-27 Formation
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Business which may be carried on; power to acquire property. Use of surname of limited partner in partnership name; liability of limited partner if surname improperly used. Admission of additional limited partners. One person both general and limited partner. When certificate of …
O.C.G.A. § 14-9A-3 Construction of article
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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 article. (b) This article shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it. (c) T…
O.C.G.A. § 14-9A-4 Rules for cases not provided for by article
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In any case not provided for in this article, the rules of law and equity, including the law merchant, shall govern. (Ga. L. 1952, p. 375, § 29; Code 1981, § 14-9-4; Code 1981, § 14-9A-4, as redesignated by Ga. L. 1988, p. 1016, § 1.)
O.C.G.A. § 14-9A-40 Character of limited partner’s contribution
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The contributions of a limited partner may be cash or other property but not services. (Ga. L. 1952, p. 375, § 4; Code 1981, § 14-9-40; Code 1981, § 14-9A-40, as redesignated by Ga. L. 1988, p. 1016, § 1.) 1070 14-9A-42
O.C.G.A. § 14-9A-41 Limited partner not liable to creditors
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A limited partner shall not become liable as a general partner unless, in addition to the exercise of his rights and powers as a limited partner, he takes part in the control of the business. (Ga. L. 1952, p. 375, § 7; Code 1981, § 14-9-41; Code 1981, § 14-9A-41, as redesignated …
O.C.G.A. § 14-9A-42 Rights
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(a) A limited partner shall have the same rights as a general partner to: (1) Have the partnership books kept at the principal place of business of the partnership and at all times to inspect and copy any of them; 1071 14-9A-42 CORPORATIONS & PARTNERSHIPS 14-9A-43 (2) Have on dem…
O.C.G.A. § 14-9A-45 Priority among limited partners
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Where there are several limited partners, the members may agree that one or more of the limited partners shall have a priority over other limited partners as to the return of their contributions, as to their compensation by way of income, or as to any other matter. If such an agr…
O.C.G.A. § 14-9A-46 Compensation
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A limited partner may receive from the partnership the share of the profits or the compensation by way of income stipulated in the certificate, provided that after such payment is made, whether from the property of the partnership or that of a general partner, the partnership ass…
O.C.G.A. § 14-9A-47 Withdrawal or reduction of contribution
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(a) A limited partner shall not receive from a general partner or out of partnership property any part of his contribution until: (1) All liabilities of the partnership, except liabilities to general partners and to limited partners on account of their contributions, 1074 14-9A-4…
O.C.G.A. § 14-9A-48 Liability of limited partner to partnership
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(a) A limited partner is liable to the partnership: (1) For the difference between his contribution as actually made and that stated in the certificate required under Code Section 14-9A-20 as having been made; and (2) For any unpaid contribution which he agreed in the certificate…
O.C.G.A. § 14-9A-49 Nature of limited partner’s interest
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A limited partner’s interest in the partnership is personal property. (Ga. L. 1952, p. 375, § 18; Code 1981, § 14-9-49; Code 1981, § 14-9A-49, as redesignated by Ga. L. 1988, p. 1016, § 1.)
O.C.G.A. § 14-9A-5 Effect of article on existing partnerships
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(a) A limited partnership formed under any statute of this state prior to the adoption of this article may become a limited partnership under this article by complying with Code Section 14-9A-20, provided the certificate sets forth: (1) The amount of the original contribution of …
O.C.G.A. § 14-9A-50 Assignment of limited partner’s interest
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(a) A limited partner’s interest is assignable. (b) A substituted limited partner is a person admitted to all the rights of a limited partner who has died or has assigned his interest in a partnership. (c) An assignee who does not become a substituted limited partner has no right…
O.C.G.A. § 14-9A-51 Effect of death of limited partner
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(a) On the death of a limited partner, his executor or administrator shall have all the rights of a limited partner for the purpose of settling his estate and such power as the deceased had to constitute his assignee a substituted limited partner. (b) The estate of a deceased lim…
O.C.G.A. § 14-9A-52 Rights of judgment creditor of limited partner
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(a) On due application to a court of competent jurisdiction by any judgment creditor of a limited partner, the court may charge the interest of the indebted limited partner with payment of the unsatisfied amount of the judgment debt and may appoint a receiver and make all other o…
O.C.G.A. § 14-9A-70 Rights, powers, and liabilities of general partner
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A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners, except that without the written consent or ratification of the specific act by all the limited partners, a general…
O.C.G.A. § 14-9A-80 Party to proceedings
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PART 6 DISSOLUTION 14-9A-90. 14-9A-91. Effect of retirement, death, or insanity of general partner. Settling of accounts. Article 2 LIMITED PARTNERS Limited Partnerships Formed Prior to February 15, 1952 Character of limited partner’s contribution. Limited partner not liable to c…
O.C.G.A. § 14-9A-91 Settling of accounts
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(a) In settling accounts after dissolution, the liabilities of the partnership shall be entitled to payment in the following order: (1) Those to creditors, in the order of priority as provided by law, except those to limited partners on account of their contributions and to gener…