Title 14

(a) A limited partnership may carry on any business which a partnership without limited partners may carry on, except for banking, insurance, railroad, trust, canal, navigation, express, and telegraph businesses. (b) A limited partnership may acquire property of any nature and ta…

(a) The surname of a limited partner shall not appear in the partnership name, unless: (1) It is also the surname of a general partner; or (2) Prior to the time when the limited partner became such, the business had been carried on under a name in which his surname appeared. (b) …

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 14-9A-26. (Ga. L. 1952, p. 375, § 8; Code 1981, § 14-9-23; Code 1981, § 14-9A-23, as …

(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…

(a) The certificate required under Code Section 14-9A-20 shall be canceled when the partnership is dissolved or all limited partners cease to be such. (b) A certificate shall be amended when: (1) There is a change in the name of the partnership or in the amount or character of th…

(a) The writing to amend a certificate shall: (1) Conform to the requirements of paragraph (1) of subsection (a) of Code Section 14-9A-20 as far as necessary to set forth clearly the change in the certificate which it is desired to make; and (2) Be signed and sworn to by all memb…

(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…

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.)

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.)

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 …

(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; (2) Have on demand true and full information of all things affecti…

A person who has contributed to the capital of a business conducted by a person or partnership erroneously believing that he has become a limited partner in a limited partnership is not, by reason of his exercise of the rights of a limited partner, a general partner with the pers…

(a) A limited partner may loan money to and transact other business with the partnership and, unless he is also a general partner, receive on account of resulting claims against the partnership, with general creditors, a pro rata share of the assets. No limited partner shall in r…

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…

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…

(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, have been pa…

(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…

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.)

(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 …

(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…

(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…

(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…

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…

A contributor, unless he is a general partner, is not a proper party to proceedings by or against a partnership, except where the object is to enforce a limited partner’s right against, or liability to, the partnership. (Ga. L. 1952, p. 375, § 26; Code 1981, § 14-9-80; Code 1981,…

The retirement, death, or insanity of a general partner dissolves the partnership, unless the business is continued by the remaining general partners: (1) Under a right to do so stated in the certificate required under Code Section 14-9A-20; or (2) With the consent of all members…

(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…

(a) This article is applicable only to limited partnerships which were in existence on February 15, 1952, and which have not become limited partnerships subject to Article 1 of this chapter or Chapter 9 of this title. (b) No limited partnership continuing existence under this art…

(a) A limited partnership may be formed by two or more persons upon the terms, with the rights and powers, and subject to the conditions and liabilities prescribed in this article for the purpose of transacting any mercantile, commercial, mechanical, manufacturing, mining, or agr…

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 …

(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…

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…

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…

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…

No limited partnership shall be deemed to have been formed until the certificate required under Code Section 14-9A-113 shall have been made, acknowledged, filed, and recorded, nor until an affidavit shall have been filed as directed by Code Section 14-9A-116; and if any false sta…

(a) The partners shall publish the terms of the partnership, when registered, for at least six weeks immediately after such registry in at least two newspapers published in the county in which the place of business is situated, provided there are two newspapers published in such …

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…

(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…

(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…

(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…

(a) No part of the sum which any special partner shall have contributed to the capital stock shall be withdrawn by him or paid or transferred to him in the shape of dividends, profits, or otherwise at any time during the continuance of the partnership, but any partner may annuall…

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, §…

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…

The general partners of a limited partnership shall be liable, both in law and equity, to each other and to the special partners for their management of the business of the firm as other partners are liable. (Laws 1837, Cobb’s 1851 Digest, p. 587; Code 1863, § 1939; Code 1868, § …

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…

(a) Every sale, assignment, or transfer of any of the property or effects of a limited partnership made by such partnership when insolvent or in contemplation of insolvency or made after or in contemplation of the insolvency of any partner, with the intent of giving a preference …

Every partner who shall work any fraud in the affairs or business of a limited partnership shall be guilty of a misdemeanor. (Laws 1837, Cobb’s 1851 Digest, p. 587; Code 1863, § 1940; Code 1868, § 1928; Code 1873, § 1938; Code 1882, § 1938; Ga. L. 1895, p. 63, § 2; Civil Code 189…