O.C.G.A. § 14-9-804 (2019)
Distribution of assets
Upon the winding up of a limited partnership, the assets must be distributed as follows: (1) To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under Code Section 14-9-601 or 14-9-604;
(2) Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under Code Section 14-9-601 or 14-9-604; and
(3) Except as provided in the partnership agreement, to partners first for the return of their contributions and second, respecting their
CORPORATIONS & PARTNERSHIPS partnership interests, in the proportions in which the partners share in distributions.
History
(Code 1981, § 14-9-804, enacted by Ga. L. 1988, p. 1016, § 1.)
Annotations
COMMENT Note to Georgia Revised Uniform Limited Partnership Act This section states the order of priority of distribution of assets upon winding up the limited partnership. It applies to the exclusion of Section 14-8-40 pursuant to Section 14-9-1204. Prior Georgia Law Section 14-9A-91 provides for distribution of partnership assets in the following order of priority: Creditors other than general partners or limited partners to the extent of their contributions; limited partners for profits; limited partners for capital; general partners other than for capital and profits; general partners for profits; and general partners for capital. Subject to certificate provision or agreement, limiteds share as to capital in proportion to their claims for capital and as to profits or other compensation in proportion to those claims. Comparison With Official RULPA This section is the same as the official version. Cross-References Partners’ rights on rescission of partnership agreement following fraud or misrepresentation: § 14-8-39. Partner’s right to accounting of interest upon dissolution: § 14-8-43. Partner’s right to distribution on withdrawal from a continuing partnership: § 14-9-604. Causes of dissolution of a limited partnership: § 14-9-801. Winding up of limited partnership: § 14-9-803. RESEARCH REFERENCES Am. Jur. 2d. - 59A Am. Jur. 2d, Partnership, § 899.
C.J.S. - 68 C.J.S., Partnership, § 610 et seq.