O.C.G.A.

14-9A-21 (2019)

Business which may be carried on; power to acquire property

✓ 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) 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. (b) 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.

History

(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.)

Annotations

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 autho-

rized 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

CORPORATIONS & PARTNERSHIPS

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.

RESEARCH REFERENCES C.J.S. - 68 §§ 559, 560, 576.

Partnership,

U.L.A. - Uniform Limited Partnership Act (U.L.A.) § 3.

Notes of Decisions

Cited in 1 case, 1989–1989 · leading case: York Assocs., Inc. v. Frenchman's Creek Investors, Ltd., 720 F. Supp. 991 (N.D. Ga. 1989).

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York Assocs., Inc. v. Frenchman's Creek Investors, Ltd., 720 F. Supp. 991 (N.D. Ga. 1989). · cites it 2× “O.C.G.A. § 14-9A-21. As a legal entity the limited partnership is entirely separate and apart from its partners.”

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.