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2018 Georgia Code 14-9-403 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-9-403 Case Law from Google Scholar Amendments to OCGA 14-9-403

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 4 GENERAL PARTNERS

14-9-403. Rights, powers, and liabilities generally.

  1. Except as otherwise provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of and liabilities to the partnership and to the other partners of a partner in a partnership without limited partners.
  2. Except as otherwise provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners.
  3. If a limited partnership is a limited liability partnership under Chapter 8 of this title, then, except as otherwise provided in this chapter or in the partnership agreement, the liabilities of each general partner of such limited partnership shall be determined by reference to the provisions of Chapter 8 of this title regarding limited liability partnerships.

(Code 1981, §14-9-403, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1996, p. 787, § 11.)

COMMENT

Note to Georgia Revised Uniform Limited Partnership Act This section provides that a general partner in a limited partnership has the same rights and powers and is subject to the same restrictions and liabilities as a general partner in a general partnership unless otherwise provided in this chapter or (except as to liabilities to persons other than partners) in the partnership agreement.

Prior Georgia Law Section 14-9A-70 provides that general partners in a limited partnership have the same rights as those in a general partnership except that they cannot take certain steps enumerated in the statute (such as an act that would make it impossible to carry on ordinary business) without the consent of all limited partners.

Comparison With Official RULPA This Section is the same in effect as RULPA except that, for purposes of clarity, it places in separate subsections the provision relating to liabilities to third parties, which are not subject to contrary provision in the partnership agreement, and the provision relating to all other rights, liabilities and restrictions of general partners, which are.

Cross-References The following provisions of the Uniform Partnership Act as to rights, powers and liabilities of general partners apply to general partners in a limited partnership. Power of general partner to act as agent of partnership: § 14-8-9 et seq. General partner's liability to creditors: § 14-8-15. Fiduciary duties of partners: § 14-8-21. Partner's right to accounting: §§ 14-8-22 and14-8-43. Property rights of general partner: § 14-8-24 et seq. Effect of dissolution on partner's liabilities: § 14-8-36. Rescission for fraud: § 14-8-39. As to general partner voting rights, see Comment to § 14-9-405.

The following provisions of this chapter as to rights, powers and liabilities of a general partner supersede analogous provisions in the Uniform Partnership Act. Agreements as to voting rights of general partners in limited partnership and classification other than as to voting: § 14-9-405. Allocation of financial items: § 14-9-503. Distribution on withdrawal: § 14-9-604. Assignment of partnership interests: §§ 14-9-702,14-9-704. Creditor's right to charge partnership interest: § 14-9-703. Winding up of partnership: § 14-9-803. Distribution on winding up: § 14-9-804.

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, §§ 820 et seq., 829 et seq., 846 et seq.

C.J.S.

- 68 C.J.S., Partnership, § 582 et seq.

Cases Citing Georgia Code 14-9-403 From Courtlistener.com

Total Results: 2

Baker v. Baker

Court: Supreme Court of Georgia | Date Filed: 2006-02-27

Citation: 627 S.E.2d 26, 280 Ga. 299, 2006 Fulton County D. Rep. 577, 2006 Ga. LEXIS 155

Snippet: to convey partnership property. OCGA §§ 14-8-9, 14-9-403(a). When Wife's father, as he was authorized to

Prodigy Centers/Atlanta v. T-C Associates

Court: Supreme Court of Georgia | Date Filed: 1998-06-08

Citation: 501 S.E.2d 209, 269 Ga. 522, 98 Fulton County D. Rep. 1934, 1998 Ga. LEXIS 622

Snippet: partner's management rights. See OCGA §§ 14-9-302; 14-9-403. Under the Uniform Limited Partnership Act ("ULPA")