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2018 Georgia Code 14-8-27 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-8-27 Case Law from Google Scholar Amendments to OCGA 14-8-27

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 8. Partnerships, 14-8-1 through 14-8-64.

ARTICLE 3 CORPORATIONS ORGANIZED FOR RELIGIOUS, FRATERNAL, OR EDUCATIONAL PURPOSES

14-8-27. Conveyance of partnership interest; dissolution of partnership.

  1. Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part.
  2. A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner would otherwise be entitled.
  3. In case of a dissolution of the partnership, the assignee is entitled to receive his assignor's interest and may require an account pursuant to Code Section 14-8-43 from the date only of the last account agreed to by all the partners.

(Code 1981, §14-8-27, enacted by Ga. L. 1984, p. 1439, § 1.)

COMMENT

Note to Uniform Partnership Act This section states that a partner's interest in the partnership (as distinguished from his interest in specific partnership property) is assignable unless otherwise agreed. The section also provides for the effect of the assignment and the rights of the assignee.

Prior Georgia Law There was no comparable provision. Prior O.C.G.A. § 14-8-43 provided that an assignment that introduces a new partner must, unless the partners have agreed otherwise, be consented to by the other partners. Similarly, dictum in Stone v. First National Bank, 117 Ga. App. 802, 803, 162 S.E.2d 217 (1968) that an assignment " may constitute proof of the dissolution of the partnership by withdrawal of the selling party" (emphasis added) is not inconsistent with the statement in new § 14-8-27 that assignment "does not of itself dissolve the partnership" (emphasis added).

Official UPA Subsection14-8-27(a) is new and is derived from § 702 of the Revised Uniform Limited Partnership Act. Subsection (c) has been revised to clarify that the assignee's right to an account exists pursuant to, and is governed by, new § 14-8-43.

Cross-References Admission of new partners: § 14-8-18(7). Assignment of partner's interest in specific partnership property: § 14-8-25(b)(2). Judicial dissolution upon application by assignee: § 14-8-32(b). Assignee's rights to obtain winding up by the court: § 14-8-37. Determination of a partner's interest upon dissolution: §§ 14-8-38 and14-8-40. Assignee's right to an account: § 14-8-43.

JUDICIAL DECISIONS

Editor's notes.

- In light of the similarity of the statutory provisions, annotations decided under former Code 1933, § 75-204 and former § 14-8-48 are included in the annotations for this Code section.

Effect of sale of partner's interest without consent of other partners.

- When a partner without consent of other partners sells all or part of that partner's interest in the partnership as such, as distinguished from specific firm assets, it might be that such facts constitute proof of the dissolution of the partnership by withdrawal of the selling party; yet the partnership may continue for the purpose of accounting and settlement and the party purchasing such partnership interests purchases them subject to any such accounting between the partners, particularly so if such sale was made without the consent of, and without notice to, the other partners. Stone v. First Nat'l Bank, 117 Ga. App. 802, 162 S.E.2d 217 (1968) (decided under former Code 1933, § 75-204).

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, §§ 258 et seq., 507 et seq.

C.J.S.

- 68 C.J.S., Partnership, §§ 293, 294, 295.

ALR.

- Sale or transfer of interest by partner as dissolving partnership, 75 A.L.R.2d 1036.

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