COMMENT

Note to Georgia Revised Uniform Limited Partnership Act This section provides for the method of allocation of financial items in the limited partnership. Because this section explicitly deals with allocation of income, under Section 14-9-1204 it supersedes Section 14-8-18(1), (3), (4) and (6) dealing with interest and remuneration for services. These provisions are, in all events, consistent with Section 14-9-503 because they state that, in the absence of contrary agreement, a partner has no right to an allocation of income other than pro rata based on his contribution.

Prior Georgia Law Section 14-9A-45 provides for equal sharing as to return of contributions or compensation by way of income, subject to contrary agreement.

Comparison With Official RULPA This section covers all financial items that are allocated in a partnership, including distributions, thus eliminating the necessity of a separate section for the latter as in RULPA. The effect of eliminating the separate coverage of distributions is that, in the rare situation in which the agreement provides for allocation only of items other than distributions, distributions will be allocated according to unreturned contributions rather than according to the agreed allocation as provided in RULPA.

Cross-References Definition of "contribution": § 14-9-101(2). Duty to keep records reflecting contributions: § 14-9-105. Enforceability, reduction and elimination of contribution obligations: § 14-9-502. Form and manner of capital contributions: § 14-9-501. Limited partners not liable to third parties for obligations of partnership (and so not liable because of negative account balance resulting from allocation of losses): § 14-9-303.

RESEARCH REFERENCES