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2018 Georgia Code 14-9-201 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-9-201 Case Law from Google Scholar Amendments to OCGA 14-9-201

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 2 FORMATION, AMENDMENT, CANCELLATION, MERGER

14-9-201. Certificate of limited partnership.

  1. In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the office of the Secretary of State. The certificate must set forth:
    1. The name of the limited partnership;
    2. The address of the registered office and the name and address of the initial agent for service of process required to be maintained by Code Section 14-9-104;
    3. The name and the business address of each general partner; and
    4. Any other matters the general partners determine to include therein.
  2. A limited partnership exists from the time of the filing of the certificate of limited partnership in the office of the Secretary of State or from a later time or later time and date, not to exceed 90 days from the date of filing, specified in the certificate of limited partnership, to the time of cancellation pursuant to subsection (c) of Code Section 14-9-206.

(Code 1981, §14-9-201, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1994, p. 161, § 2; Ga. L. 1996, p. 787, § 5.)

COMMENT

Note to Georgia Revised Uniform Limited Partnership Act This section provides for the formation of the limited partnership and specifies the contents of the certificate of limited partnership.

Prior Georgia Law Section 14-9A-20 is different in several important respects. First, it required detailed disclosure concerning limited partners and their contributions, among other things. Second, it required filing of the certificate in all counties in which the partnership had places of business, rather than only with the Secretary of State. Third, the time of formation was left unclear by the provision in Section 14-9A-20(b) that the partnership was formed if "there has been substantial compliance in good faith with the requirements" of the section.

Comparison With Official RULPA Subsection 14-9-201(a)(2) provides that the certificate shall include the name and address only of the initial agent for service because all changes are made pursuant to Section 14-9-104 by the filing of statements and not by amending the certificate.

Subsection (b) makes it clear that the limited partnership exists until, and only until, cancellation of the certificate. The business may then become a general partnership or some other form of business entity, depending on the application of statutory (e.g., Sections 14-8-6 and 14-8-7) and common law to the particular fact situation.

This subsection does not include RULPA's "substantial compliance" qualification because it added unnecessary uncertainty. Whether or not the certificate has been filed should be conclusive as to formation. There may be questions as to whether the certificate is so defective as not to constitute a "certificate of limited partnership," but these can be better resolved by the courts without an open ended "substantial compliance" qualification.

Note that RULPA Section 208, providing that the certificate is notice of certain matters but not others, was deleted as confusing because it does not specify to whom or under what circumstances the certificate is or is not notice.

Cross-References Duty to keep record of partner contributions: § 14-9-105(a)(5). Presumption of authority rebutted by county filing of certificate: § 14-9-106(c). Cancellation of the certificate: § 14-9-203. Execution of the certificate: §§ 14-9-204 and14-9-205. Filing of the certificate: § 14-9-206. Secretary of State rules regarding certificate: 590-7-12.

Law reviews.

- For article, "Creating Limited Liability for a General Partnership, LLP or LLLP?," see 4 Ga. St. B. J. 8 (1998).

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, § 779 et seq.

C.J.S.

- 68 C.J.S., Partnership, §§ 567, 573.

ALR.

- Liability for false information in certificate of limited partnership, under Uniform Limited Partnership Act § 6, 34 A.L.R.2d 1454.

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