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-41. Limited partner not liable to creditors.

A limited partner shall not become liable as a general partner unless, in addition to the exercise of his rights and powers as a limited partner, he takes part in the control of the business.

(Ga. L. 1952, p. 375, § 7; Code 1981, §14-9-41; Code 1981, §14-9A-41, as redesignated by Ga. L. 1988, p. 1016, § 1.)

Law reviews.

- For article surveying Georgia cases in the area of business associations from June 1977 through May 1978, see 30 Mercer L. Rev. 1 (1978).

JUDICIAL DECISIONS

Limited partner as advisor to general partner.

- When project is confronted with severe financial crisis, limited partner may advise general partner and visit partnership business, without becoming liable as general partner. Trans-Am Bldrs., Inc. v. Woods Mill, Ltd., 133 Ga. App. 411, 210 S.E.2d 866 (1974).

Incoming limited partners not liable for old firm debts.

- Although provision in former Code 1933, § 75-205 (see now O.C.G.A. § 14-8-17) that an incoming partner is not bound for the old debts of the firm in the absence of an express agreement to assume the old indebtedness is applicable to general partners, it is equally applicable to limited partners. Leventhal v. Green, 246 Ga. 287, 271 S.E.2d 194 (1980).

Cited in Franklin v. Rigg, 143 Ga. App. 60, 237 S.E.2d 526 (1977); Westwood Place, Ltd. v. Green, 153 Ga. App. 595, 266 S.E.2d 242 (1980).

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, §§ 846 et seq., 867 et seq.

C.J.S.

- 68 C.J.S., Partnership, § 591 et seq.

U.L.A.

- Uniform Limited Partnership Act (U.L.A.) § 7.

ALR.

- Right to setoff claim of individual partner against claim against partnership, 55 A.L.R. 566.

Liability of special partner who has withdrawn his capital, to creditors of the firm, 67 A.L.R. 1096.

Liability of limited partner arising from taking part in control of business under Uniform Limited Partnership Act, 79 A.L.R.4th 427.