COMMENT

Note to Georgia Revised Uniform Limited Partnership Act This section states what distribution a withdrawing general or limited partner receives in the absence of contrary agreement. This provision will apply to any partner who withdraws (including any general partner who ceases to be such under Section 14-9-602) from a partnership that is continued after a partner's withdrawal without distribution of assets (including a partnership that is dissolved but continued without winding up.) This section applies pursuant to Section 14-9-1204 to the exclusion of Section 14-8-42 (see Prior Georgia Law).

Prior Georgia Law A limited partner is entitled under Section 14-9A-47(b) to "the return of his contribution." Section 14-8-42 formerly applied to limited partnerships because there was no limited partnership provision relating to withdrawal of general partners. That section provides that a partner who withdraws from a general partnership that continues after dissolution shall, unless otherwise agreed, receive "the value of his interest in the dissolved partnership." It was unclear whether this provision applied to general partners withdrawing from a non-dissolving limited partnership.

Comparison With Official RULPA This Section is the same in effect as the RULPA version but has been reworded for clarity. Although "fair value" is not defined, it should present no more problem than the provision for payment of the "value of his interest" to a partner who withdraws from a general partnership under Section 14-8-42.

Cross-References Limited partner's right to withdraw: § 14-9-603. Distribution to limited partner on dissolution: § 14-9-804.

RESEARCH REFERENCES