Title 14 — Corporations, Partnerships, and Associations

Nonprofit corporation(s) referred to in Code Section 14-5-40 created prior to April 1, 1969, or created thereafter pursuant to this article are authorized to act in their corporate capacity as trustee to administer and carry into effect any charitable trust created prior to April…

In the absence of other property, where a church congregation has incurred a valid debt the church edifice and site are liable to sale for its payment. (Civil Code 1895, § 2361; Civil Code 1910, § 2834; Code 1933, § 22-407; Code 1933, § 22-5505, enacted by Ga. L. 1968, p. 565, § …

Courts are reluctant to interpose in questions affecting the management of the temporalities of a church; but, when property is devoted to a specific doctrine or purpose, the courts will prevent it from being diverted from the trust. (Civil Code 1895, § 2362; Civil Code 1910, § 2…

All deeds of conveyance executed before April 1, 1969, or thereafter for any lots of land within this state to any person or persons, to any church or religious society, or to trustees for the use of any church or religious society for the purpose of erecting churches or meeting …

The societies referred to in Code Section 14-5-49 shall be bodies politic and corporate for the purposes of receiving in their distinct and proper names by their trustees or officers all property, both personal and real, by purchase, gift, or bequest. They may plead, be impleaded…

Criminal penalty for action by public officer or employee who asks for or receives thing of value in return for agreement to seek passage or defeat of legislation, §§ 16-10-4, 16-10-5. 739 Editor’s notes. Ga. L. 2005, p. 859, § 28/HB 48, not codified by the General Assembly, provi…

Whenever certificates for shares or other securities issued by domestic or foreign corporations are or have been issued or transferred to two or more persons in joint tenancy on the books or records of the corporation, it is presumed in favor of the corporation, its registrar, an…

This chapter shall be known and may be cited as the ‘‘Georgia Professional Corporation Act.’’ (Ga. L. 1970, p. 243, § 1.)

Mann, 307 Ga. App. 413, 701 S.E.2d 232 (2010). 2. Engineering Profession A. In General Third-party complaint against an architectural firm, which was being sued in a wrongful death action for alleged faulty design and construction of a heating system, was subject to the affidavit…

A person or a group of persons licensed to practice a profession in this state may elect to practice as a professional corporation by complying with this chapter, irrespective of any law which, on March 11, 1970, prohibited the practice of the profession by a corporation. The art…

(a) A professional corporation may practice only one profession, but for the purpose of this chapter, (1) the practice of architecture, professional engineering, and land surveying shall be considered the practice of only one profession to the extent that existing laws permit ove…

(a) Shares in a professional corporation may only be issued to, held by, or transferred to a person who is licensed to practice the profession for which the corporation is organized and who, unless disabled, is actively engaged in such practice as an active practicing member of t…

The name of a professional corporation shall satisfy the requirements of Code Section 14-2-401; provided, however, that, in lieu of the use of a word or abbreviation as required by paragraph (1) of subsection (a) of 853 14-7-6 CORPORATIONS & PARTNERSHIPS 14-7-7 that Code section,…

Standards of practice; standards applicable to professional relationship and legal liabilities. business associations, see 34 Mercer L. Rev. 13 (1982). For article regarding the federal tax and organizational aspects of ‘‘A Partnership of Professional Corporations,’’ see 18 Ga. S…

This chapter shall be known and may be cited as the ‘‘Uniform Partnership Act.’’ (Code 1981, § 14-8-1, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 2017, p. 774, § 14/HB 323.) The 2017 amendment, effective May 9, 2017, part of an Act to revise, modernize, and correct the Code, su…

(a) Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property if the partnership proves that the partner’s act did not bind the partnership…

(a) A statement of partnership in the name of the partnership, signed by all of the partners and witnessed and notarized, may be recorded in the office of the clerk of the superior court of any county and shall be recorded by such clerk in a book to be kept for that purpose and o…

An admission or representation made by any partner concerning partnership affairs within the scope of his authority is evidence against the partnership. (Code 1981, § 14-8-11, enacted by Ga. L. 1984, p. 1439, § 1.) COMMENT Note to Uniform Partnership Act This section states the e…

Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have 885 14-8-12 14-…

Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his copartners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partners…

Liability of incoming partner: §§ 14-8-17 and 14-8-41(c). Partners’ rights to indemnification by the partnership: § 14-8-18(2). Partners’ duty to contribute toward partnership liabilities: §§ 14-8-18(1), 14-8-40(4)-(7) and 14-8-36(d). Priorities among creditors of the partnership…

(a) Except as provided in subsection (b) of this Code section, all partners are jointly and severally liable for all debts, obligations, and liabilities of the partnership. (b) Subject to subsection (c) of this Code section and to any contrary agreement among the partners, a part…

A partnership may sue or be sued in its common name. (Code 1981, § 14-8-15.1, enacted by Ga. L. 1987, p. 1444, § 1.)

(a) When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to any one, as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such person to whom such representatio…

A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership…

The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules: (1) Each partner shall be repaid his or her contributions, whether by way of capital or advances to the partnership property an…

The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them. (Code 1981, § 14-8-19, enacted by Ga. L. 1984, p. 1…

As used in this chapter, the term: (1) ‘‘Bankrupt’’ means a person who is the subject of: (A) The entry of an order for relief under Section 303(h) of the Bankruptcy Code (11 U.S.C. Section 303(h)) or the filing of a petition for voluntary bankruptcy under Section 301 of the Bank…

In addition to the remedies or methods of dispute resolution provided for in the partnership agreement, any partner shall have the right to a formal accounting as to partnership affairs: (1) If he is wrongfully excluded from the partnership business or possession of its property …

(a) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consiste…

The property rights of a partner are: (1) His rights in specific partnership property; (2) His interest in the partnership; and (3) His right to participate in the management. (Code 1981, § 14-8-24, enacted by Ga. L. 1984, p. 1439, § 1.) COMMENT Note to Uniform Partnership Act Th…

(a) A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership. (b) The incidents of the tenancy are such that: (1) A partner, subject to the provisions of this chapter and to any agreement between the partners, has an equal right …

A partner’s interest in the partnership is his share of the profits and surplus, and the same is personal property. (Code 1981, § 14-8-26, enacted by Ga. L. 1984, p. 1439, § 1.) COMMENT Note to Uniform Partnership Act This section describes the partner’s interest in the partnersh…

Definitions. ‘‘Knowledge’’ and ‘‘notice’’ defined. 14-8-4. Construction with other laws.

(a) Dissolution is caused: (1) By the termination of the definite term or particular undertaking specified in the agreement; (2) By the express will or withdrawal of any partner; (3) By the expulsion of any partner from the business in accordance with the terms of the agreement b…

(a) On application by or for a partner the court shall decree a dissolution whenever: (1) A partner has been declared mentally incapacitated in any judicial proceeding or is shown to be of unsound mind; 923 14-8-32 CORPORATIONS & PARTNERSHIPS 14-8-32 (2) A partner becomes in any …

14-8-34. Liability of partners to copartners for actions following dissolution of partnership. 14-8-35. Actions which can bind a dissolved partnership; liability of partners. 14-8-36. Effect of dissolution of partnership on existing liability of partners. 14-8-37. Rights of partn…

(a) After dissolution a partner can bind the partnership except as provided in subsection (c) of this Code section: (1) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution; (2) By any transaction which would bind the part…

Unless otherwise agreed, the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs, including the right to convey any real property of the partnership; p…

(a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. (b) The law of estoppel shall apply under this chapter. (c) The law of agency shall apply under this chapter. (d) This chapter shall be so interprete…

In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary: (1) The assets of the partnership are: (A) The partnership property; (B) The contributions of the partners specified in paragraph (4) of t…

The right to an account of his interest shall accrue to any partner, his assignee, or his legal representative, as against the winding up part947 14-8-43 CORPORATIONS & PARTNERSHIPS 14-8-44 ners or the surviving partners or the person or partnership continuing the business, at th…

(a) The laws of the jurisdiction under which a foreign limited liability partnership is organized govern its organization and internal affairs and the liability of its partners, regardless of whether the foreign 948 14-8-45 limited liability partnership procured or should have pr…

(a) A foreign limited liability 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 jurisdiction of organization; provided, however, that such name: (1) Must contain the…

A foreign limited liability partnership authorized to transact business in this state must procure an amended certificate of authority from the Secretary of State if it changes its name or its jurisdiction of organization. The requirements of Code Sections 14-8-45 and 14-8-47 for…

(a) Each foreign limited liability partnership authorized to transact business in this state shall deliver to the Secretary of State for filing an annual registration that sets forth: 959 14-8-56 CORPORATIONS & PARTNERSHIPS 14-8-56.1 (1) The name of the foreign limited liability …

14-8-57. Filing fees pertaining to foreign limited liability partnerships. 14-8-58. Administrative power of Secretary of State pertaining to foreign limited liability partnership laws. 14-8-59. Rules and regulations pertaining to foreign limited liability partnerships. 14-8-60. E…

The Secretary of State shall collect the following fees and penalties when the documents described below are delivered to the Secretary of State for filing pursuant to the chapter: Document Fee (1) Application for certificate of authority to transact business ....................…

Code Sections 14-8-44 through 14-8-60 and this Code section shall become effective on July 1, 1994, and shall govern all foreign limited liability partnerships transacting business in this state on or after July 1, 1994. (Code 1981, § 14-8-61, enacted by Ga. L. 1994, p. 1674, § 2…

(a) Except as provided in subsection (b) of this Code section, the name of a limited liability partnership shall contain the words ‘‘limited liability partnership,’’ it being permitted to abbreviate the word ‘‘limited’’ as ‘‘ltd.,’’ or the abbreviation ‘‘L.L.P.’’ or the designati…