Title 14 — Corporations, Partnerships, and Associations

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…

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…

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…

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…

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 …

(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; …

(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…

(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…

(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…

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…

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…

(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…

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…

Deeds or other transfer instruments requiring execution after the filing of a certificate of cancellation by a dissolved limited partnership may be signed by any person who had authority to wind up the dissolved partnership under the provisions of subsection (a) of Code Section 1…

Subject to the Constitution of this state: (1) The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners regardless of whether the foreign limited partnership procured or sho…

Certificate of authority; activities not constituting transacting business. 14-9-902.1. Registered agent; office.

(a) Each foreign limited partnership that is required to obtain a certificate of authority to do business in this state shall continuously maintain in this state an agent for service of process on the foreign limited partnership. (b) An agent for service of process must be an ind…

(a) If the Secretary of State finds that an application for certificate of authority conforms to law and all requisite fees and any penalty due pursuant to Code Section 14-9-907 have been paid, he shall: (1) Stamp or otherwise endorse his official title and the date and time of r…

(a) A foreign limited 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 state of organization, that could be registered by a domestic limited partnership. (b) Except a…

Consequences of failure to procure certificate: § 14-9-907. Secretary of State rules regarding certificate: 590-7-12-.08. 14-9-902.1. Registered agent; office.

A foreign limited partnership authorized to transact business in this state may apply for a certificate of withdrawal by delivering to the Secretary of State for filing an application that sets forth: (1) The name of the limited partnership and the name of the jurisdiction under …

(a) A foreign limited partnership transacting business in this state may not maintain an action, suit, or proceeding in a court of this state until it has obtained a certificate of authority. (b) The failure of a foreign limited partnership to obtain a certificate of authority do…

The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this chapter. (Code 1981, § 14-9-908, enacted by Ga. L. 1988, p. 1016, § 1.)

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…

(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…

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…

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…

14-9A-120. Renewal or continuance of partnership. 14-9A-121. Dissolution — Effect of Sec.

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…

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…

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…

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 …

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, …

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…

(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…

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, §…

(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…

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 …

(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.) 1070 14-9A-42

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 …