COMMENT

Note to Georgia Revised Uniform Limited Partnership Act This section provides that the partnership agreement controls when a limited partner may withdraw from a limited partnership.

Prior Georgia Law Section 14-9A-47(b) provides for return of the limited partner's contribution on six months' notice, subject to contrary provision in the certificate.

Comparison With Official Version of RULPA The official version has been changed to provide that a limited partner has no right to withdraw other than as provided in the partnership agreement. The limited partner is treated like a corporate shareholder in this respect. This is significant insofar as it restricts the limited partner's ability to receive a distribution pursuant to Section 14-9-604. The delicate balancing of the limited partners' need for liquidity against the burden to the partnership that can result from a limited partner "put" is best left to customized drafting in the partnership agreement.

Note that a general partner may withdraw at any time. The lack of parity is due to the need to permit the general partner to extricate himself from joint and several liability for partnership debts. The withdrawing general partner cannot simply be converted into a limited because the extent of the general partner's financial interest would normally be determined by the general partner's management responsibilities and individual liability, and therefore should not continue after responsibility and liability has ended.

Cross-References Withdrawal of a general partner: § 14-9-602. Distribution on withdrawal of a limited partner: § 14-9-604.

RESEARCH REFERENCES