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-5. Effect of article on existing partnerships.

A limited partnership formed under any statute of this state prior to the adoption of this article may become a limited partnership under this article by complying with Code Section 14-9A-20, provided the certificate sets forth:
1. The amount of the original contribution of each limited partner and the time when the contribution was made; and
2. That the property of the partnership exceeds the amount sufficient to discharge its liabilities to persons not claiming as general or limited partners by an amount greater than the sum of the contributions of its limited partners.
A limited partnership formed under any statute of this state prior to the adoption of this article, until or unless it becomes a limited partnership under this article, shall continue to be governed by Article 2 of this chapter, except that such partnership shall not be renewed unless so provided in the original agreement.

(Ga. L. 1952, p. 375, § 30; Code 1981, §14-9-5; Code 1981, §14-9A-5, as redesignated by Ga. L. 1988, p. 1016, § 1.)

JUDICIAL DECISIONS

Applicability to limited partnership created before effective date.

- The Uniform Limited Partnership Act (see now O.C.G.A. Art. 1, Ch. 9A, T. 14) does not apply to a limited partnership created prior to its effective date in absence of showing of compliance with provisions of the 1952 Act proscribing the method by which it may come within its provisions. Hasty v. Wilson, 223 Ga. 739, 158 S.E.2d 915 (1967).

RESEARCH REFERENCES

U.L.A.

- Uniform Limited Partnership Act (U.L.A.) § 30.

PART 2 F ORMATION, CANCELLATION, AND AMENDMENT

14-9A-20. Formation.

Two or more persons desiring to form a limited partnership shall:
1. Sign and swear to a certificate, which shall state:
  1. The name of the partnership;
  2. The character of the business;
  3. The location of the principal place of business;
  4. The name and place of residence of each member, designating which of the members are general partners and which are limited partners;
  5. The term for which the partnership is to exist, or that it is to exist until terminated by law or according to the termination provisions of the partnership agreement, which provisions shall be set forth in the certificate;
  6. The amount of cash and a description and the agreed value of the other property contributed by each limited partner;
  7. The additional contributions, if any, agreed to be made by each limited partner and the times at which or events upon the happening of which they shall be made;
  8. The time, if agreed upon, when the contribution of each limited partner is to be returned;
  9. The share of the profits or the other compensation by way of income which each limited partner shall receive by reason of his contribution;
  10. The right, if given, of a limited partner to substitute an assignee as contributor in his place and the terms and conditions of the substitution;
  11. The right, if given, of the partners to admit additional limited partners;
  12. The right, if given, of one or more of the limited partners to priority over other limited partners, as to contributions or as to compensation by way of income, and the nature of such priority;
  13. The right, if given, of the remaining general partner or partners to continue the business on the death, retirement, or insanity of a general partner; and
  14. The right, if given, of a limited partner to demand and receive property other than cash in return for his contribution.
2. File the certificate in the office of the clerk of the superior court of the county in which the principal place of business of the partnership shall be situated, to be recorded by the clerk in a book to be kept for that purpose and open to public inspection. If the partnership shall have places of business situated in different counties, a transcript of the certificate, duly certified by the clerk in whose office it shall be filed and under his official seal, shall be filed and recorded in like manner in the office of the clerk of the superior court in every such county.
A limited partnership is formed if there has been substantial compliance in good faith with the requirements of subsection (a) of this Code section.

(Ga. L. 1952, p. 375, § 2; Code 1981, §14-9-20; Ga. L. 1982, p. 3, § 14; Ga. L. 1985, p. 149, § 14; Code 1981, §14-9A-20, as redesignated by Ga. L. 1988, p. 1016, § 1; Ga. L. 1992, p. 6, § 14.)

Cross references.

- Registration of partnership name which does not disclose individual ownership of trade, business, or profession carried on under such name, § 10-1-490 et seq.

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

Reasonable time applicable when no specific time fixed.

- The rule that, when a specific time is not fixed, an act is sufficient which is done within a reasonable time applies to Ga. L. 1952, p. 375, § 2 (see now O.C.G.A. § 14-9A-20). Franklin v. Rigg, 143 Ga. App. 60, 237 S.E.2d 526 (1977).

Cited in Hirsch v. Equilateral Assocs., 245 Ga. 373, 264 S.E.2d 885 (1980).

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, § 775 et seq.

C.J.S.

- 68 C.J.S., Partnership, § 564 et seq.

U.L.A.

- Uniform Limited Partnership Act (U.L.A.) § 2.

ALR.

- Validity of partnership agreement between husband and wife, 157 A.L.R. 652.