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O.C.G.A. § 14-9-1201 — Partnerships covered by chapter | Georgia Code
O.C.G.A. § 14-9-1201 (2018) Copy Cite Official Site Syfertize CourtListener Scholar Amendments

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 12 APPLICABILITY

14-9-1201. Partnerships covered by chapter.

  1. This chapter governs all domestic limited partnerships formed on or after July 1 of the year in which this chapter becomes effective and all foreign limited partnerships transacting business in this state on or after July 1 of the year in which this chapter becomes effective.
  2. A domestic limited partnership formed before July 1 of the year in which this chapter becomes effective may voluntarily elect, in accordance with any provision in its partnership agreement permitting it to do so or by complying with the procedures provided in its partnership agreement for amending the partnership agreement, to adopt the provisions of this chapter and thereafter may become subject to its provisions as of July 1 of the year in which this chapter becomes effective by filing with the Secretary of State at any time after April 15 of the year in which this chapter becomes effective a certificate of limited partnership that complies with this chapter or a certificate of amendment that would cause its certificate of limited partnership to comply with this chapter and that, in each case, specifically states that the limited partnership is electing to adopt the provisions of this chapter. Upon the later of July 1 of the year in which this chapter becomes effective or the filing of a document complying with the immediately preceding sentence, all provisions of this chapter shall thereafter apply to the limited partnership.
  3. A domestic limited partnership formed before July 1 of the year in which this chapter becomes effective that does not adopt the provisions of this chapter pursuant to subsection (b) of this Code section shall continue to be governed by Article 1 or Article 2 of Chapter 9A of this title, as applicable.

(Code 1981, §14-9-1201, enacted by Ga. L. 1988, p. 1016, § 1.)

COMMENT

Note to Georgia Revised Uniform Limited Partnership Act Subsection (a) provides that the chapter governs all domestic limited partnerships formed, and all foreign limited partnerships transacting business in this state, on or after July 1, 1988. Partnerships formed prior to July 1, 1988 may, under subsection (b), elect coverage under the new act by a filing that becomes effective upon the later of the date of filing or July 1, 1988. Under subsection (c), a partnership formed prior to the effective date that does not adopt this act will be governed by the prior law.

Prior Georgia Law Section 14-9A-5 similarly provides that pre-existing partnerships were governed by the prior law until they become limited partnerships under the new law.

Comparison With Official RULPA RULPA Section 1104 applies the new act even to existing partnerships, although it includes phase-in provisions to avoid impairing pre-effective partnerships, contracts and actions. Application of prior law to existing partnerships that do not elect coverage under the new law reduces the burden on both partnerships (which would have to revise existing agreements and refile) and on the Secretary of State, and eliminates the necessity for elaborate and confusing phase-in provisions.

Cross-References Organization, contracts, rights and actions not impaired or affected: § 14-9-1202(b). Ensuring availability of name to partnerships existing prior to effective date: § 14-9-1203.

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This Georgia Code resource is curated by a Florida and Georgia attorney, a personal injury and workers' compensation attorney admitted in Georgia (State Bar of Georgia No. 881027, since 2006) and Florida. For legal consultation, call 904-383-7448.