O.C.G.A. § 14-9-1204 (2019)

Annotations

COMMENT

Note to Georgia Revised Uniform Limited Partnership Act This section provides that the Uniform Partnership Act governs any case not provided for by the Georgia Revised Uniform Limited Partnership Act.

Prior Georgia Law Section 14-8-6(2) provides that the Uniform Partnership Act applies to "limited partnerships except insofar as the statutes relating to such partnerships are inconsistent with this chapter."

Comparison With Official RULPA RULPA Section 1106 is similar.

Cross-References The application of provisions of the Uniform Partnership Act is noted in the Comments to particular sections. Application of provisions regarding rights, powers and liabilities of general partners is summarized in the Comments to §§ 14-9-404 and 14-9-405. The application of provisions regarding dissolution is summarized in the Comment to § 14-9-801.

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CHAPTER 9A LIMITED PARTNERSHIPS

Article 1

Limited Partnerships Formed Since February 15, 1952.

Part 1

GENERAL PROVISIONS.

14-9A-1. Short title.

14-9A-2. Limited partnership defined.

14-9A-2.1. Applicability of article.

14-9A-3. Construction of article.

14-9A-4. Rules for cases not provided for by article.

14-9A-5. Effect of article on existing partnerships.

Part 2

FORMATION, CANCELLATION, AND AMENDMENT.

14-9A-20. Formation.

14-9A-21. Business which may be carried on; power to acquire property.

14-9A-22. Use of surname of limited partner in partnership name; liability of limited partner if surname improperly used.

14-9A-23. Admission of additional limited partners.

14-9A-24. One person both general and limited partner.

14-9A-25. When certificate of limited partnership required to be canceled.

14-9A-26. Procedure for amendment or cancellation of certificate of limited partnership.

14-9A-27. Liability for false statement in certificate.

Part 3

LIMITED PARTNERS.

14-9A-40. Character of limited partner's contribution.

14-9A-41. Limited partner not liable to creditors.

14-9A-42. Rights.

14-9A-43. Person erroneously believing himself limited partner not liable as general partner.

14-9A-44. Loans and other business transactions between limited partner and partnership; limitation on resulting claims against partnership.

14-9A-45. Priority among limited partners.

14-9A-46. Compensation.

14-9A-47. Withdrawal or reduction of contribution.

14-9A-48. Liability of limited partner to partnership.

14-9A-49. Nature of limited partner's interest.

14-9A-50. Assignment of limited partner's interest.

14-9A-51. Effect of death of limited partner.

14-9A-52. Rights of judgment creditor of limited partner.

Part 4

GENERAL PARTNERS.

14-9A-70. Rights, powers, and liabilities of general partner.

Part 5

CONTRIBUTORS.

14-9A-80. Party to proceedings.

Part 6

DISSOLUTION.

14-9A-90. Effect of retirement, death, or insanity of general partner.

14-9A-91. Settling of accounts.

Article 2

Limited Partnerships Formed Prior to February 15, 1952.

14-9A-110. Applicability of article; renewal of existing partnerships restricted.

14-9A-111. Who may form limited partnership; purposes; liability of general and special partners.

14-9A-112. Firm name.

14-9A-113. Certificate of limited partnership - Contents.

14-9A-114. Certificate of limited partnership - Acknowledgment.

14-9A-115. Certificate of limited partnership - Filing.

14-9A-116. Affidavits of capital paid in.

14-9A-117. Certified copies admissible in evidence [Repealed].

14-9A-118. Certificate and affidavit prerequisite to formation; effect of false statement.

14-9A-119. Publication of terms of partnership; affidavits of publication as evidence.

14-9A-120. Renewal or continuance of partnership.

14-9A-121. Dissolution - Effect of changes in firm name, capital, or death of partner.

14-9A-122. Dissolution - By acts of partners; notice required.

14-9A-123. Powers of general and special partners.

14-9A-124. Repayment of contribution of special partner prohibited; payment of interest and profits to special partner.

14-9A-125. Priority of special partners.

14-9A-126. Parties to actions.

14-9A-127. Liability of general partners for management of firm.

14-9A-128. Liability of partners for fraud.

14-9A-129. Fraudulent sale, assignment, or transfer of property void.

14-9A-130. Penalty for fraud.

Cross references. - Limited partnerships formed after July 1, 1988, § 14-9-100 et seq.

Law reviews. - For article, "Freedom of Contract Among the Owners of a Partnership or Limited Partnership," see 36 Mercer L. Rev. 701 (1985). For article, "The New Georgia Limited Partnership Act," see 24 Ga. St. B. J. 168 (1988). For article, "An Applied Theory of Limited Partnership," see 37 Emory L.J. 835 (1988).

JUDICIAL DECISIONS

Nature of claim for partnership accounting, dissolution, or injunction. - No provision in the Georgia Uniform Partnership Act, O.C.G.A. § 14-8-1 et seq., or Georgia Uniform Limited Partnership Act, O.C.G.A. § 14-9A-1 et seq., changes a claim for an accounting, dissolution, or injunction into a legal action or grants a partner the right to a jury trial. Williams v. Tritt, 262 Ga. 173, 415 S.E.2d 285 (1992).

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ARTICLE 1 LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952

Law reviews. - For article discussing the Uniform Limited Partnership Act, adopted in Georgia in 1952, see 14 Ga. B. J. 423 (1952). For article, "Use of Limited Partnership to Invest in Depreciable Realty," see 21 Mercer L. Rev. 481 (1970).

JUDICIAL DECISIONS

One of this article's (O.C.G.A. Art. 1, Ch. 9, T. 14) main purposes is to ensure that, when there has been substantial compliance with the law, limited partners do not find themselves exposed to the liability of a general partnership because of a mere technicality. Franklin v. Rigg, 143 Ga. App. 60, 237 S.E.2d 526 (1977).

The whole tenor of O.C.G.A. Art. 1, Ch. 9, T. 14 is to protect the investors from being held to be general partners and to give third parties notice that some of the partners have limited liability. Hirsch v. Equilateral Assocs., 245 Ga. 373, 264 S.E.2d 885 (1980).

Intended as remedial legislation. - The Uniform Limited Partnership Act (see now O.C.G.A. § 14-9A-1) as adopted in Georgia is obviously intended as remedial legislation. Franklin v. Rigg, 143 Ga. App. 60, 237 S.E.2d 526 (1977).

Cited in Hammond v. Chastain, 230 Ga. 747, 199 S.E.2d 237 (1973); Kleiner v. Silver, 137 Ga. App. 560, 224 S.E.2d 508 (1976).

OPINIONS OF THE ATTORNEY GENERAL

Offering for sale of limited partnerships constitutes offering for sale of a security as the term is defined by the Georgia Securities Act (see now O.C.G.A. § 10-5-1 et seq.), unless exempted or involved in an exempt transaction, such securities must be registered. 1969 Op. Att'y Gen. No. 69-328.

Offering for sale of investment club interest. - If the formation of an investment club were essentially the same as that for a limited partnership, such an interest would be a security. 1969 Op. Att'y Gen. No. 69-328.

RESEARCH REFERENCES

Am. Jur. 2d. - 59A Am. Jur. 2d, Partnership, § 762 et seq.

ALR. - Personal liability to other party to contract of member of firm who, without authority, attempts to bind the firm, 4 A.L.R. 258.

Right of individual partner to exemption in partnership property, 4 A.L.R. 300.

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PART 1 GENERAL PROVISIONS