O.C.G.A.

14-9A-42 (2019)

Rights

✓ 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 partner shall have the same rights as a general partner to:

(1) Have the partnership books kept at the principal place of business of the partnership and at all times to inspect and copy any of them;

CORPORATIONS & PARTNERSHIPS

(2) Have on demand true and full information of all things affecting the partnership and a formal account of partnership affairs whenever circumstances render it just and reasonable; and

(3) Have dissolution and winding up by decree of court.

(b) A limited partner shall have the right to receive a share of the profits or other compensation by way of income and to the return of his contribution as provided in Code Sections 14-9A-46 and 14-9A-47.

History

(Ga. L. 1952, p. 375, § 10; Code 1981, § 14-9-42; Code 1981, § 14-9A-42, as redesignated by Ga. L. 1988, p. 1016, § 1.)

Annotations

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 a general partner. Trans-Am Bldrs., Inc. v. Woods Mill, Ltd., 133 Ga. App. 411, 210 S.E.2d 866 (1974). Nature of interest in partnership. - A limited partner’s interest in the partnership is a chose in action. The limited partner has no present possession but a right of possession in the future based upon that partner’s rights under the limited partnership agreement. Harris v. C.C. Dickson, Inc. (In re Smith), 17 Bankr. 541 (Bankr. M.D. Ga. 1982). Judgment against limited partner does not create lien against that partner’s partnership interest. Harris v. C.C.

Dickson, Inc. (In re Smith), 17 Bankr. 541 (Bankr. M.D. Ga. 1982). Damages for breach of fiduciary duty supported by evidence. - General partner of a limited partnership that owned a shopping center, the partnership’s president, and the shopping center managers’ claim that the limited partners failed to support the damages awarded by a jury for breach of fiduciary duty in a derivative action was rejected as the claim was not raised below, the parties introduced expert testimony based upon an individual cash flow analysis that employed almost the same documentation, and the damages awarded by the jury for breach of fiduciary duty could be based on a cash flow analysis. T. C. Prop. Mgmt., Inc. v. Tsai, 267 Ga. App. 740, 600 S.E.2d 770 (2004).

RESEARCH REFERENCES Am. Jur. 2d. - 59A Am. Jur. 2d, Partnership, §§ 820 et seq., 829 et seq., 846 et seq. C.J.S. - 68 C.J.S., Partnership, § 582 et seq.

U.L.A. - Uniform Limited Partnership Act (U.L.A.) § 10. ALR. - Right of limited partner to maintain derivative action on behalf of partnership, 26 ALR4th 264.

Notes of Decisions

Cited in 3 cases, 1995–2007 · leading case: Hendry v. Wells, 650 S.E.2d 338 (Ga. Ct. App. 2007).

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Hendry v. Wells, 650 S.E.2d 338 (Ga. Ct. App. 2007). · cites it 4× “A limited partner’s rights under the ULPA are enumerated in OCGA § 14-9A-42 et seq. They include access to the partnership books, the ability to demand true and full information and a formal account of the partnership, dissolution and winding up by court decree, a share of the…”

Prodigy Centers/Atlanta v. T-C Assocs., 501 S.E.2d 209 (Ga. 1998). · cites it 2× “” (OCGA § 14-9A-42 (b)), as well as the managerial rights to inspect and copy the partnership books; to demand true and full information concerning the partnership and a formal accounting, and to seek judicial dissolution and winding up of the partnership.”

Nigri v. Lotz, 453 S.E.2d 780 (Ga. Ct. App. 1995). · cites it 2× “The charging order remedy entitles the creditor to receive the profits and surplus of the limited partnership, which the limited partner would otherwise have been entitled to receive, up to the unsatisfied amount of the judgment debt, but gives no direct remedy against specific…”

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.