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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-42. Rights.

  1. 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;
    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.
  2. 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.

(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.)

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 A.L.R.4th 264.