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-26. Procedure for amendment or cancellation of certificate of limited partnership.

The writing to amend a certificate shall:
1. Conform to the requirements of paragraph (1) of subsection (a) of Code Section 14-9A-20 as far as necessary to set forth clearly the change in the certificate which it is desired to make; and
2. Be signed and sworn to by all members. An amendment substituting a limited partner or adding a limited or general partner shall be signed also by the member to be substituted or added; and when a limited partner is to be substituted, the amendment shall also be signed by the assigning limited partner.
The writing to cancel a certificate shall be signed by all members.
A person desiring the cancellation or amendment of a certificate, if any person designated in subsections (a) and (b) of this Code section as a person who must execute the writing refuses to do so, may petition the superior court of the county wherein the principal place of business of said partnership is situated to direct a cancellation or amendment thereof.
If the court finds that the petitioner has a right to have the writing executed by a person who refuses to do so, it shall order the clerk of the superior court in the office where the certificate is recorded to record the cancellation or amendment of the certificate; and where the certificate is to be amended, the court shall also cause to be filed for record in said office a certified copy of its decree setting forth the amendment.
A certificate is amended or canceled when there is filed for record in the office of the clerk of the superior court where the certificate is recorded:
1. A writing in accordance with subsection (a) or (b) of this Code section; or
2. A certified copy of the order of court in accordance with subsection (d) of this Code section.
After the certificate is duly amended in accordance with this Code section, the amended certificate shall thereafter be for all purposes the certificate provided for by this article.

(Ga. L. 1952, p. 375, § 25; Code 1981, §14-9-26; Code 1981, §14-9A-26, as redesignated by Ga. L. 1988, p. 1016, § 1.)

Law reviews.

- For article surveying business associations developments in Georgia from mid-1980 through mid-1981 concerning partnerships and corporations, see 33 Mercer L. Rev. 19 (1981).

JUDICIAL DECISIONS

Order of recordation is simply a memorial of action previously taken and ministerial in nature; it can appropriately take place following an interlocutory hearing. Consortium Mgt. Co. v. Mutual Am. Corp., 246 Ga. 346, 271 S.E.2d 488 (1980).

No personal service required on general partner.

- If partnership agreement expressly empowers the holders of 75 percent interest in partnership to remove a general partner, then when the holders of more than 75 percent of the interest in the partnership vote to remove the general partners, the action is then effective. As no intervention by the court is necessary to accomplish the removal, and the only necessity for involving the court is to record the action already taken, which is the purpose of Ga. L. 1952, p. 375, § 25, the role of the court in this connection is that of carrying out a purely ministerial function, and under these circumstances, no personal service is required on general partner. Consortium Mgt. Co. v. Mutual Am. Corp., 246 Ga. 346, 271 S.E.2d 488 (1980).

Propriety of injunction based on amended certificate.

- When order directing recording of amended certificate is proper, injunction based on amended certificate is proper. Consortium Mgt. Co. v. Mutual Am. Corp., 246 Ga. 346, 271 S.E.2d 488 (1980).

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, § 786 et seq.

C.J.S.

- 68 C.J.S., Partnership, §§ 577, 589, 619 et seq., 613.

U.L.A.

- Uniform Limited Partnership Act (U.L.A.), § 25.