O.C.G.A.
O.C.G.A.

O.C.G.A. § 14-8-29 (2019)

Cessation of partners’ association in carrying on partnership after dissolution

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)
Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.
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Upon dissolution of a partnership the partners cease to be associated in the carrying on of the partnership. The partnership shall continue until termination pursuant to Code Section 14-8-30 and until termination the partners shall be associated in the winding up of the partnership.

History

(Code 1981, § 14-8-29, enacted by Ga. L. 1984, p. 1439, § 1.)

Annotations

COMMENT Note to Uniform Partnership Act This section defines dissolution as the point in time when the partners become associated in the ‘‘winding up’’ rather than the ‘‘carrying on’’ of the partnership. Prior Georgia Law There was no comparable provision. Official UPA The section has been changed from the official version to state only the effect of dissolution rather than a cause of dissolution (dissociation of a partner). This rephrasing avoids a possible conflict between this section and § 14-8-31(a)(5) which provides that death of a partner does not cause dissolution if the partners so agree. Partner withdrawal is a cause of dissolution under § 14-8-31(a)(2).

Cross-References Causes of dissolution: § 14-8-31. Consequences of dissolution: § 14-8-33 et seq. JUDICIAL DECISIONS Editor’s notes. - In light of the similarity of the statutory provisions, annotations decided under former Civil Code 1910, § 3176 and Civil Code 1895, § 2647 are included in the annotations for this Code section. When surviving partners continue to do business as partnership. - Although a partnership may be dissolved by the death of one of the partners, if on the death of one of the members, the surviving partners, instead of treating the partnership as dissolved, continue to do business as a partnership in the same manner and for the same purpose as before, they will be estopped to deny the existence of the partnership as to debts subsequently in-

curred within the legitimate business of the partnership as thus continued by them. Rowland v. Lovett, 45 Ga. App. 123, 163 S.E. 511 (1932) (decided under former Civil Code 1910, § 3176). If a surviving partner continues the business beyond the time allowed by law, the final account with the administrator should be stated as of the day when the settlement should have been made, the administrator being entitled to the sum then due, with interest; or at the administrator’s option the estate may take such principal sum with the estate’s proportion of the profits. Huggins v. Huggins, 117 Ga. 151, 43 S.E. 759 (1903) (decided under former Civil Code 1895, § 2647).

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

C.J.S. - §§ 425, 426.

Partnership,

Notes of Decisions
Cited in 2 cases, 2011–2012 · leading case: Jordan v. Moses, 727 S.E.2d 460 (Ga. 2012).
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Jordan v. Moses, 727 S.E.2d 460 (Ga. 2012). · cites it 8× “A partnership exists up to the time of dissolution — indeed, even beyond, until termination, see OCGA § 14-8-29 [3] and OCGA § 14-8-30 [4] — but the result of a dissolution is that the relationship will end in the future.”
Moses v. Jordan, 714 S.E.2d 262 (Ga. Ct. App. 2011). · cites it 4× “” OCGA § 14-8-29. Finally, “[o]n dissolution the partnership is not terminated, but continues until the winding up of the partnership affairs is completed.”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.