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2018 Georgia Code 14-9-202 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-9-202 Case Law from Google Scholar Amendments to OCGA 14-9-202

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

14-9-202. Amendment of certificate.

  1. A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the Secretary of State. The certificate must set forth:
    1. The name of the limited partnership;
    2. The date of filing of the certificate of limited partnership;
    3. The amendment to the certificate; and
    4. If the amendment is to become effective later than the time of filing, the effective date, or effective time and date, which may not be later than 90 days after the filing date of the amendment.
  2. A certificate of limited partnership may be amended at any time for any proper purpose the general partners determine.

(Code 1981, §14-9-202, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1996, p. 787, § 6; Ga. L. 1999, p. 405, § 25.)

COMMENT

Note to Georgia Revised Uniform Limited Partnership Act This section specifies when and how the certificate of limited partnership may be amended.

Prior Georgia Law Section 14-9A-25 requires amendment upon any change which would include, for example, admission of a limited partner. Section 14-9A-27 provides for liability for false statements in the certificate, including statements that become false after filing.

Comparison With Official RULPA The act does not include the RULPA provisions in Sections 202 and 207 that required amendment to reflect changes and provided for liability for false statements. Deleting the duty to amend and liability for false statements is consistent with the reduced contents of the certificate. The most important information that still must be disclosed is the identity of the general partners. A person who is not listed in the certificate as a general partner is not within the definition of a "general partner" in Section 14-9-101(5), although he might be a partner by estoppel under Section 14-8-16.

Cross-References Execution of certificate of amendment: §§ 14-9-204 and14-9-205. Filing of certificate of amendment: § 14-9-206.

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, § 786 et seq.

C.J.S.

- 68 C.J.S., Partnership, § 574.

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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