O.C.G.A. § 14-9-301 (2019)
Admission of limited partners
(a) Subject to subsection (b) of this Code section, a person may become a limited partner in a limited partnership:
(1) In the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide in writing, upon the written consent of all partners; and
(2) In the case of an assignee of a partnership interest, as provided in Code Section 14-9-704.
(b) The effective time of admission of a limited partner to a limited partnership shall be the later of:
(1) The date the limited partnership is formed; or
(2) The time provided in the partnership agreement, or if no such time is provided therein, then when the person’s admission is reflected in the records of the limited partnership.
History
(Code 1981, § 14-9-301, enacted by Ga. L. 1988, p. 1016, § 1.)
Annotations
COMMENT Note to Georgia Revised Uniform Limited Partnership Act Subsection (a) deals with the manner of admission of a limited partner into a limited partnership. In general, the agreement, or if not covered in the agreement, the consent of all partners, controls. Subsection (b) deals with the time of admission of a limited partner. This subsection and the lead-in to subsection (a) clarify that a limited partner is not
admitted prior to formation or the time stated in the partnership agreement or, if none, the records of the partnership. Reading the two subsections together: (1) One is admitted to a limited partnership on formation only if the partnership agreement so provides or all the partners consent. (2) Even if the partnership agreement provides for admission or all the partners consent, one is not admitted into a limited partnership unless the partnership has been formed. This correlates Section 14-9-301 with Section 14-9-201. (3) If the partnership has been formed without an agreement and the person has made a contribution purportedly in exchange for a partnership interest, that person is still not a limited partner in the limited partnership unless the records of the partnership reflect his admission. This serves to clarify the time of admission and prevent litigation over conflicting verbal or written statements. Prior Georgia Law Section 14-9A-23 permits admission of a limited partner only on amendment of the certificate. Comparison With Official RULPA The official version has been substantially rewritten for clarity and to emphasize the effect of the partnership agreement. Cross-References Formation of a limited partnership: § 14-9-201. Admission of general partner into limited partnership: § 14-9-401. Assignment of limited partnership interest: § 14-9-702. Admission of assignee as a limited partner: § 14-9-704. JUDICIAL DECISIONS Cited in Schinazi v. Eden, 338 Ga. App. 793, 792 S.E.2d 94 (2016). RESEARCH REFERENCES Am. Jur. 2d. - 59A Am. Jur. 2d, Partnership, § 806 et seq. C.J.S. - 68 C.J.S., Partnership, § 589.