O.C.G.A. § 14-8-23 (2019)
Continuation of partnership after time of termination
(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 consistent with a partnership at will.
(b) A continuation of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima-facie evidence of a continuation of the partnership.
History
(Code 1981, § 14-8-23, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1994, p. 97, § 14.)
Annotations
COMMENT Note to Uniform Partnership Act This section provides that, in the absence of contrary agreement, the partners’ rights and duties continue after the end of a fixed term or completion of a particular undertaking if the partnership is continued, except that the partnership becomes one at will. Continuation of the partnership may be inferred from the continuation of the business without any settlement of partnership affairs. Prior Georgia Law There was no precisely comparable provision. Prior O.C.G.A. § 14-8-24(b) provided for continuation of a partnership for a term only until the expiration of its term or the death of a partner. However, this section did not explicitly invalidate an agreement to continue the partnership beyond its term or prevent the inference of such an agreement from the continuation of the business of the partnership.
CORPORATIONS & PARTNERSHIPS
Official UPA This section is the same as the official version. Cross-References Dissolution of a partnership upon termination of term or undertaking: § 14-8-31(a). Settlement of accounts on dissolution: §§ 14-8-38, 14-8-40 and JUDICIAL DECISIONS Editor’s notes. - In light of the similarity of the statutory provisions, decisions decided under former Code 1933, § 75-106 are included in the annotations for this Code section. Incorporation of partnership formed by oral agreement. - When company which was formed as partner-
ship by oral agreement is incorporated, incorporation terminates partnership and is notice to partner and to all interested persons of its termination. Baker v. Schneider, 210 Ga. 493, 80 S.E.2d 783 (1954) (decided under former Code 1933, § 75-106); Carnes v. McNeal, 224 Ga. App. 88, 479 S.E.2d 474 (1996).
RESEARCH REFERENCES Am. Jur. 2d. - 59A Am. Jur. 2d, Partnership, § 85 et seq. C.J.S. - 68 C.J.S., Partnership, § 87. ALR. - Right of one partner to maintain action at law against the other for damages from wrongful dissolutions of firm, 4 ALR 158. Partnership land as real or personal property for purposes of descent and distribution, 25 ALR 389. Liability of former partners as such in
respect of transactions subsequent to incorporation of their business, 89 ALR 986. Specific performance of agreement, or provisions thereof, involving partnership at will, 70 ALR2d 618. Sale or transfer of interest by partner as dissolving partnership, 75 ALR2d 1036. Construction and application of expulsion provision in partnership agreement between attorneys, 72 ALR3d 1226.