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O.C.G.A. § 14-9-901 — Laws governing | Georgia Code
O.C.G.A. § 14-9-901 (2018) Copy Cite Official Site Syfertize CourtListener Scholar Amendments

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 9. Revised Uniform Limited Partnership Act, 14-9-100 through 14-9-1204.

ARTICLE 9 FOREIGN LIMITED PARTNERSHIPS

14-9-901. Laws governing.

Subject to the Constitution of this state:

  1. The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners regardless of whether the foreign limited partnership procured or should have procured a certificate of authority under this chapter; and
  2. A foreign limited partnership may not be denied a certificate of authority by reason of any difference between those laws and the laws of this state.

(Code 1981, §14-9-901, enacted by Ga. L. 1988, p. 1016, § 1.)

COMMENT

Note to Georgia Revised Uniform Limited Partnership Act This section states the law governing a foreign limited partnership.

Prior Georgia Law There is no provision under prior Georgia law for foreign limited partnerships.

Comparison With Official RULPA Language has been added to the official version to make it clear that the limited partners of a foreign limited partnership do not lose their limited liability under the law of the state of organization even if the partnership has not complied with Georgia law regulating foreign partnerships. See the Comment to Section 14-9-907.

Cross-References Definition of "foreign limited partnership": § 14-9-101(4). Duty of foreign limited partnership to procure certificate of authority: § 14-9-902. Foreign limited partnership transacting business without registration: § 14-9-907.

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