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Call Now: 904-383-7448Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand or to receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership.
(Code 1981, §14-9-605, enacted by Ga. L. 1988, p. 1016, § 1.)
Note to Georgia Revised Uniform Limited Partnership Act This section provides that, subject to contrary provision in the partnership agreement, a partner has no right to demand or receive a distribution other than in cash, and cannot be compelled to accept a distribution in kind except to the extent specified in the section.
Prior Georgia Law Section 14-9A-47(c) provides that a limited partner, without consent of other partners, may "demand and receive" only cash.
Comparison With Official RULPA The Section has been changed from the official version to clarify that a partner can neither demand nor receive a distribution in kind, and thus may not receive such a distribution even if he did not demand it, unless the partners otherwise agree. This was probably the intent of RULPA.
Cross-References Limited partner's right to withdraw: § 14-9-603. Limited partner's right to distribution on withdrawal: § 14-9-604.
- In a divorce case, it was error to award ownership interests in a home to separate trusts for the parties' three children; under both a partnership agreement and O.C.G.A. §§ 14-9-605 and14-9-701, the trusts were not entitled to an ownership interest in the home, which the partnership no longer owned, but to cash compensation. Bloomfield v. Bloomfield, 282 Ga. 108, 646 S.E.2d 207 (2007).
- 59A Am. Jur. 2d, Partnership, § 824 et seq.
- 68 C.J.S., Partnership, § 610 et seq.
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Court: Supreme Court of Georgia | Date Filed: 2007-06-04
Citation: 646 S.E.2d 207, 282 Ga. 108, 2007 Fulton County D. Rep. 1703, 2007 Ga. LEXIS 421
Snippet: is in accordance with statutory law. See OCGA § 14-9-605. The partnership agreement also provides that