O.C.G.A.

14-9A-2 (2019)

Limited partnership defined

✓ 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 a partnership formed by two or more persons under Code Section 14-9A-20, having as members one or more general partners and one or more limited partners. The limited partners as such shall not be bound by the obligations of the partnership.

History

(Ga. L. 1952, p. 375, § 1; Code 1981, § 14-9-2; Code 1981, § 14-9A-2, as redesignated by Ga. L. 1988, p. 1016, § 1.)

Annotations

JUDICIAL DECISIONS Editor’s notes. - In light of the similarity of the statutory provisions, decisions under former Code 1933, § 75-205 are included in the annotations to this Code section. Incoming limited partners not liable for old firm debts. - Although provision in former Code 1933, § 75-205 that an incoming partner was not bound for the old debts of the firm in the absence of an express agreement to assume the old

indebtedness was applicable to general partners, it was equally applicable to limited partners. Leventhal v. Green, 246 Ga. 287, 271 S.E.2d 194 (1980) (decided under former Code 1933, § 75-205). Cited in Farmers Hdwe. of Athens, Inc. v. L.A. Properties, Ltd., 136 Ga. App. 180, 220 S.E.2d 465 (1975); Westwood Place, Ltd. v. Green, 153 Ga. App. 595, 266 S.E.2d 242 (1980).

OPINIONS OF THE ATTORNEY GENERAL A limited partnership may establish and operate a health maintenance organization since a limited partnership is a partnership and a

partnership is a person within the meaning of the health maintenance organization chapter. 1984 Op. Att’y Gen. No. 84-87.

RESEARCH REFERENCES Am. Jur. 2d. - 59A Am. Jur. 2d, Partnership, § 767 et seq.

U.L.A. - Uniform Limited Partnership Act (U.L.A.) § 1.

Notes of Decisions

Cited in 2 cases, 1998–2018 · leading case: Prodigy Centers/Atlanta v. T-C Assocs., 501 S.E.2d 209 (Ga. 1998).

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Prodigy Centers/Atlanta v. T-C Assocs., 501 S.E.2d 209 (Ga. 1998). · cites it 2× “” OCGA § 14-9-101 (8); OCGA § 14-9A-2. “The defining characteristic of a limited partnership is that those partners who *523 are limited partners can invest capital in the business of the partnership and take a share in the profits without becoming hable for partnership debts…”

In re A & B Assocs., L.P., 593 B.R. 27 (Bankr. S.D. Ga. 2018). · cites it 2× “O.C.G.A. § 14-9A-2. In 1988, Georgia adopted the Revised Uniform Limited Partnership Act, O.”

Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.