14-9A-48 (2019)
Liability of limited partner to partnership
(a) A limited partner is liable to the partnership:
(1) For the difference between his contribution as actually made and that stated in the certificate required under Code Section 14-9A-20 as having been made; and
(2) For any unpaid contribution which he agreed in the certificate to make in the future at the time and on the conditions stated in the certificate.
(b) A limited partner holds as trustee for the partnership:
(1) Specific property stated in the certificate as contributed by him, but which was not contributed or which has been wrongfully returned; and
(2) Money or other property wrongfully paid or conveyed to him on account of his contribution.
(c) The liabilities of a limited partner as set forth in this Code section can be waived or compromised only by the consent of all members; but a waiver or compromise shall not affect the right of a creditor of a partnership, who extended credit or whose claim arose after the filing and before a cancellation or amendment of the certificate, to enforce such liabilities.
(d) When a contributor has rightfully received the return in whole or in part of the capital of his contribution, he is nevertheless liable to the partnership for any sum, not in excess of such return with interest, necessary to discharge its liabilities to all creditors who extended credit or whose claims arose before such return.
History
(Ga. L. 1952, p. 375, § 17; Code 1981, § 14-9-48; Code 1981, § 14-9A-48, as redesignated by Ga. L. 1988, p. 1016, § 1.)
Annotations
JUDICIAL DECISIONS Garnishment of partner’s return of capital. - Creditor, who obtained that status by virtue of partnership’s breach of contract, could not garnish limited partner’s return of capital contribution when return occurred prior to breach of contract by partnership. First Bank & Trust Co. v.
Cannon, 164 Ga. App. 449, 297 S.E.2d 349 (1982). Cited in Leventhal v. Green, 246 Ga. 287, 271 S.E.2d 194 (1980); Adler v. Hertling, 215 Ga. App. 769, 451 S.E.2d 91 (1994).
RESEARCH REFERENCES Am. Jur. 2d. - 59A Am. Jur. 2d, Partnership, § 846 et seq. C.J.S. - 68 C.J.S., Partnership, § 582 et seq. U.L.A. - Uniform Limited Partnership Act (U.L.A.) § 17.
ALR. - Derivative liability of partner for punitive damages for wrongful act of copartner, 14 ALR4th 1335.