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2018 Georgia Code 14-9-401 | Car Wreck Lawyer

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 4 GENERAL PARTNERS

14-9-401. Admission of additional general partners.

After the formation of a limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners.

(Code 1981, §14-9-401, enacted by Ga. L. 1988, p. 1016, § 1.)

COMMENT

Note to Georgia Revised Uniform Partnership Act This section specifies how additional general partners may be admitted to a limited partnership after the formation of the partnership.

Prior Georgia Law Because there was no relevant provision in the limited partnership statute, general partnership law applied. Section 14-8-18(g) gives the partners the right to veto admission of general partners into a general partnership, subject to contrary provision in the partnership agreement. Section 14-8-31 provides for admission of partners into a general partnership without dissolution.

Comparison With Official RULPA The section refers to formation of the partnership rather than, as in RULPA, to the filing of the certificate, to reflect the fact that a limited partnership may be formed under Section 14-9-201(b) at a time specified in the certificate rather than on filing of the certificate.

Cross-References Definition of "general partner" to include one who becomes a general partner in accordance with § 14-9-201 or § 14-9-401: § 14-9-101(5). Formation of limited partnership: § 14-9-201. Admission of limited partners into limited partnership: § 14-9-301. When general partner ceases to be such: § 14-9-602. Admission of general partner not a listed cause of dissolution: § 14-9-801.

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, §§ 806 et seq.

ALR.

- Limited partnership: sufficiency of procedure for designating or admitting additional general partner, 6 A.L.R.4th 1277.

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