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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-25. When certificate of limited partnership required to be canceled.

  1. The certificate required under Code Section 14-9A-20 shall be canceled when the partnership is dissolved or all limited partners cease to be such.
  2. A certificate shall be amended when:
    1. There is a change in the name of the partnership or in the amount or character of the contribution of any limited partner;
    2. A person is substituted as a limited partner;
    3. An additional limited partner is admitted;
    4. A person is admitted as a general partner;
    5. A general partner retires, dies, or becomes insane and the business is continued under Code Section 14-9A-90;
    6. There is a change in the character of the business of the partnership;
    7. There is a false or erroneous statement in the certificate;
    8. There is a change in the time as stated in the certificate for the dissolution of the partnership or for the return of a contribution;
    9. A time is fixed for the dissolution of the partnership or the return of a contribution, no time having been specified in the certificate; or
    10. The members desire to make a change in any other statement in the certificate in order that it shall accurately represent the agreement between them.

(Ga. L. 1952, p. 375, § 24; Code 1981, §14-9-25; Code 1981, §14-9A-25, as redesignated by Ga. L. 1988, p. 1016, § 1.)

JUDICIAL DECISIONS

Cited in Ameritrust Co. v. White, 73 F.3d 1553 (11th Cir. 1996).

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, §§ 790, 791.

C.J.S.

- 68 C.J.S., Partnership, §§ 577, 589, 610 et seq., 613.

U.L.A.

- Uniform Limited Partnership Act (U.L.A.) § 24.

ALR.

- Change in name, location, composition, or structure of obligor commercial enterprise subsequent to execution of guaranty or surety agreement as affecting liability of guarantor or surety to the obligee, 69 A.L.R.3d 567.