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2018 Georgia Code 14-9-106 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-9-106 Case Law from Google Scholar Amendments to OCGA 14-9-106

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 1 GENERAL PROVISIONS

14-9-106. Authorized activity; acquisition or conveyance of interest in real property.

  1. A limited partnership may engage in any activity except to the extent provided by law or in the partnership agreement.
  2. Any estate in real property may be acquired in the name of a domestic limited partnership or of a foreign limited partnership (whether or not such foreign limited partnership has procured, or is required under the provisions of Code Section 14-9-902 to procure, a certificate of authority to transact business in this state), and title to any estate so acquired shall vest in the domestic or foreign limited partnership itself rather than in the partners individually. The specification of this power shall not be construed to limit any other power which such domestic or foreign limited partnership may possess.
  3. Instruments executed by a domestic or foreign limited partnership conveying an interest in real property located in this state, when signed on behalf of such limited partnership by a person purporting to be a general partner of such limited partnership, shall be presumed to have been duly authorized by and binding upon such limited partnership unless contrary limitations on the authority of the general partner are set forth in the certificate of limited partnership and a copy of the certificate of limited partnership certified by the Secretary of State is filed in the office of the clerk of the superior court of the county where the real property is located and recorded in the book kept by such clerk for statements of partnership pursuant to Code Section 14-8-10.1.

(Code 1981, §14-9-106, enacted by Ga. L. 1988, p. 1016, § 1.)

COMMENT

Note to Georgia Revised Uniform Limited Partnership Act Subsection (a) provides that a limited partnership may engage in any activity permitted by non-partnership law or agreement. Subsection (b) clarifies that a domestic or foreign limited partnership can acquire any estate in real property in its name.

Subsection (c) provides for a presumption of authority of a person purporting to be a general partner in connection with a real property conveyance unless a contrary limitation on authority is set forth in the certificate of limited partnership and a copy of the certificate is filed in the county where the property is located. This provision will minimize any inconvenience in title searching that would otherwise be created in the shift from county to central filing of certificates.

Prior Georgia Law Section 14-9A-21 specifies the businesses a limited partnership cannot engage in: Banking, insurance, railroad, trust, canal, navigation, express, and telegraph. Section 14-8-8(f), which applied to limited partnerships in the absence of a provision in the prior limited partnership statute, permits a partnership to acquire real property in its name. As to the statement of partnership under Section 14-8-10.1, see Cross-References.

Comparison With Official RULPA Subsections (b) and (c) have been added.

Cross-References Determination of ownership of partnership property: § 14-8-8. Conveyance of title to real property by a partnership: § 14-8-10. Filing of statement of partnership which includes such matters as authority of partners and which is binding against the partnership and, in real property transactions in county where statement is filed, in favor of the partnership: § 14-8-10.1. For some limitations on the right of partnerships and corporations to engage in certain businesses see O.C.G.A. § 12-6-55 (professional forestry); § 43-14-8 (electrical contracting, plumbing and conditioned air contracting); § 43-15-23 (professional engineer); § 43-18-3 (funeral director); § 43-23-14 (landscape architect); § 43-40-10 (real estate broker).

RESEARCH REFERENCES

C.J.S.

- 68 C.J.S., Partnership, §§ 563, 576.

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