O.C.G.A.
O.C.G.A.

O.C.G.A. § 14-9-801 (2019)

Events triggering dissolution

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)
Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.
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A limited partnership is dissolved and its affairs must be wound up upon the first of the following to occur:

(1) Events specified in writing in the partnership agreement;

(2) Written consent of all partners;

(3) An event of withdrawal of a general partner unless:

(A) There remains at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner or general partners alone or together with new general partners, and that partner or those general partners do so; or

CORPORATIONS & PARTNERSHIPS

(B) Within 90 days after the withdrawal, all partners other than the general partner with respect to which the event of withdrawal has occurred (or such partners as are provided for in the written provisions of the partnership agreement) agree in writing to continue the business of the limited partnership and, if there is no remaining general partner, to the appointment, effective as of the date of withdrawal, of one or more new general partners; or

(4) Entry of a decree of judicial dissolution under Code Section

Notes of Decisions
Cited in 2 cases, 2012–2018 · leading case: Trauner v. Thadikamalla (In re Thadikamalla), 481 B.R. 232 (Bankr. N.D. Ga. 2012).
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Trauner v. Thadikamalla (In re Thadikamalla), 481 B.R. 232 (Bankr. N.D. Ga. 2012). · cites it 2× “O.C.G.A. § 14-9-801(3). In the absence of a partnership agreement to the contrary, the death of an individual, general partner results in his withdrawal.”
In re A & B Assocs., L.P., 593 B.R. 27 (Bankr. S.D. Ga. 2018). · cites it 10× “" The Comment to O.C.G.A. § 14-9-801, which governs events triggering the dissolution of a limited partnership, supports the Court's interpretation.”
— 14-9-801(3) — 2 cases
Trauner v. Thadikamalla (In re Thadikamalla), 481 B.R. 232 (Bankr. N.D. Ga. 2012). “O.C.G.A. § 14-9-801(3). In the absence of a partnership agreement to the contrary, the death of an individual, general partner results in his withdrawal.”
In re A & B Assocs., L.P., 593 B.R. 27 (Bankr. S.D. Ga. 2018). “" The Comment to O.C.G.A. § 14-9-801, which governs events triggering the dissolution of a limited partnership, supports the Court's interpretation.”
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