TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

9A. Limited Partnerships, 14-9A-1 through 14-9A-130.

ARTICLE 1 LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952

14-9A-21. Business which may be carried on; power to acquire property.

A limited partnership may carry on any business which a partnership without limited partners may carry on, except for banking, insurance, railroad, trust, canal, navigation, express, and telegraph businesses.
A limited partnership may acquire property of any nature and take title thereto in the name of the partnership. The specification of this power shall not be construed to limit any other power which such limited partnership may have.

(Ga. L. 1952, p. 375, § 3; Ga. L. 1970, p. 195, § 1; Code 1981, §14-9-21; Code 1981, §14-9A-21, as redesignated by Ga. L. 1988, p. 1016, § 1.)

Cross references.

- Status of banking, insurance, or railroad corporations as Secretary of State Corporations, § 14-4-1 et seq.

JUDICIAL DECISIONS

Legal title to real property in partners as tenants in common.

- Legal title to real property can never vest in a partnership as such; legal title is in the partners as tenants in common. Ga. L. 1952, p. 375, § 3 (see now O.C.G.A. § 14-9A-21) permitting limited partnerships to take and hold property in the partnership name does not have the effect of changing the ownership from the partners to the partnership. Hammond v. Chastain, 230 Ga. 747, 199 S.E.2d 237 (1973).

Limited partner holds tangible personal property interest.

- A limited partnership is a legal entity and authorized to hold title to real property in its own name. As such a legal entity, the limited partnership is entirely separate and apart from its partners; and the property interest held by a limited partner is tangible personal property. A limited partner owns an interest in the legal entity but holds no title to the assets of the partnership. Any benefit to the limited partners stemming from the assets of the limited partnership is indirect. Maxco, Inc. v. Volpe, 247 Ga. 212, 274 S.E.2d 561 (1981).

Cited in York Assocs. v. Frenchmen's Creek Investors, Ltd., 720 F. Supp. 991 (N.D. Ga. 1989).

OPINIONS OF THE ATTORNEY GENERAL

Signing bonds as bondsmen.

- Limited partnerships can engage in business of signing both criminal and civil bonds as professional bondsmen. 1957 Op. Att'y Gen. p. 197.

Health maintenance organization as insurer.

- A health maintenance organization is not by definition automatically considered to be conducting the business of insurance. 1984 Op. Att'y Gen. No. 84-87.

Revision of Insurance Code definition of "insurer".

- A limited partnership which has been operating a health maintenance organization since 1981 may continue to do so notwithstanding § 33-1-2(4), which defines "insurer" for purposes of the Georgia Insurance Code, since even if the 1982 revision of that section could affect the right of a limited partnership to operate a health maintenance organization, the effect of the revision, if any, is prospective only. 1984 Op. Att'y Gen. No. 84-87.

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