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2018 Georgia Code 14-9-101 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-9-101 Case Law from Google Scholar Amendments to OCGA 14-9-101

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 9. Revised Uniform Limited Partnership Act, 14-9-100 through 14-9-1204.

ARTICLE 1 GENERAL PROVISIONS

14-9-101. Definitions.

As used in this chapter, unless the context of a provision of this chapter otherwise requires or unless otherwise defined in the partnership agreement:

  1. "Certificate of limited partnership" means the certificate referred to in Code Section 14-9-201, and such certificate as amended or restated.
  2. "Contribution" means a contribution to the capital of a limited partnership authorized by Code Section 14-9-501.

    (2.1) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient.

  3. "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in Code Section 14-9-602.

    (3.1) "Foreign limited liability company" means a limited liability company formed under the laws of a jurisdiction other than this state.

  4. "Foreign limited partnership" means a partnership formed under the laws of another state and having as partners one or more general partners and one or more limited partners.
  5. "General partner" means a person who:
    1. Becomes a general partner upon the formation of a limited partnership in accordance with Code Section 14-9-201 or becomes a general partner in accordance with Code Section 14-9-401, is named in the certificate of limited partnership as a general partner and has not ceased to be a general partner pursuant to Code Section 14-9-602; or
    2. Is a general partner of a foreign limited partnership in accordance with the law of the state of organization.
  6. "Interest" means interest at the legal rate that applies when the percentage rate is not named in the contract as provided by Code Section 7-4-2 or any successor statute.

    (6.1) "Limited liability company" means any limited liability company formed under Chapter 11 of this title.

  7. "Limited partner" means a person who:
    1. Has been admitted to a limited partnership as a limited partner in accordance with Code Section 14-9-301 and has not withdrawn as a limited partner pursuant to Code Section 14-9-603; or
    2. Is a limited partner in a foreign limited partnership in accordance with the law of the state of organization.
  8. "Limited partnership" and "domestic limited partnership" mean a partnership formed in accordance with Code Section 14-9-201 by two or more persons under the laws of this state and having one or more general partners and one or more limited partners.
  9. "Partner" means a limited partner or general partner of a limited partnership.
  10. "Partnership agreement" means an agreement, written or oral, of the partners of a limited partnership as to the affairs of the limited partnership and the conduct of its business.
  11. "Partnership interest" means a partner's share of the capital and profits and losses of a limited partnership, the right to receive distributions of partnership assets, and the right to receive any allocation of income, gain, loss, deduction, credit, or similar items.
  12. "Person" means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity, or any person acting in a representative capacity.
  13. "State" means the District of Columbia or the Commonwealth of Puerto Rico or any state, territory, possession, or other jurisdiction of the United States.

(Code 1981, §14-9-101, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1999, p. 405, § 22; Ga. L. 2016, p. 225, § 2-4/SB 128.)

The 2016 amendment, effective July 1, 2016, added paragraphs (3.1) and (6.1).

COMMENT

Note to Georgia Revised Uniform Partnership Act This section sets forth definitions of terms used in the Georgia Revised Uniform Partnership Act.

Prior Georgia Law Section 14-9A-2 merely defines "limited partnership."

Comparison With Official RULPA The following definitions are either not in or substantially different from official RULPA:

Paragraphs (5) and (7) have been revised to better correlate with the sections on formation, admission and withdrawal. Also, paragraph (5) includes in the definition of "general partner" the general partner of a foreign limited partnership.

Paragraph (6) is the same as Section 14-8-2(5).

Paragraph (11) covers all of the partner's financial rights, and not merely his share in profits and losses and the right to receive distributions of partnership assets.

Paragraph (12) includes "any person acting in a representative capacity." It follows that where a general partner is such in his representative capacity, only the person represented - that is, the principal, trust or estate - is liable for partnership debts.

Cross-References When a person is a general partner in a general partnership: §§ 14-8-6 and14-8-7. When a person is a general partner by estoppel: § 14-8-16.

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, § 767 et seq.

C.J.S.

- 68 C.J.S., Partnership, § 556.

Cases Citing Georgia Code 14-9-101 From Courtlistener.com

Total Results: 1

Prodigy Centers/Atlanta v. T-C Associates

Court: Supreme Court of Georgia | Date Filed: 1998-06-08

Citation: 501 S.E.2d 209, 269 Ga. 522, 98 Fulton County D. Rep. 1934, 1998 Ga. LEXIS 622

Snippet: OCGA § 14-9-101(11). The definition covers all of a partner's financial rights (OCGA § 14-9-101, Comment)