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GEORGIA CODE (Last Updated: August 20, 2013) |
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Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS |
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Chapter 8. PARTNERSHIPS |
| § 14-8-1. Short title |
| § 14-8-2. Definitions |
| § 14-8-3. "Knowledge" and "notice" defined |
| § 14-8-4. Construction with other laws |
| § 14-8-5. Governing laws in absence of specific provision in this chapter |
| § 14-8-6. "Partnership" defined |
| § 14-8-7. Determination of existence of partnership |
| § 14-8-8. Determination of ownership of property |
| § 14-8-9. Agency of partners for partnership |
| § 14-8-10. Conveyance of real property by partners |
| § 14-8-10.1. Statement of partnership generally |
| § 14-8-11. Representation of partnership affairs by partner |
| § 14-8-12. Notice to or knowledge of the partnership |
| § 14-8-13. Liability of partnership for acts of partners |
| § 14-8-14. Recovery from partnership for loss caused by wrongful act of partner |
| § 14-8-15. Liability of partners |
| § 14-8-15.1. Power to sue or be sued |
| § 14-8-16. Liability of person representing himself as a partner |
| § 14-8-17. Liability of incoming partner |
| § 14-8-18. Rights and duties of partners |
| § 14-8-19. Partnership books |
| § 14-8-20. Responsibility of partners to reveal true information to representative of deceased partner |
| § 14-8-21. Benefits derived by a partner without the consent of other partners |
| § 14-8-22. Right to formal accounting of partnership affairs |
| § 14-8-23. Continuation of partnership after time of termination |
| § 14-8-24. Property rights of partner |
| § 14-8-25. Incidents of tenancy in partnership |
| § 14-8-26. Interest of partner in partnership |
| § 14-8-27. Conveyance of partnership interest; dissolution of partnership |
| § 14-8-28. Judgment creditor of a partner against debtor partner's interest in partnership |
| § 14-8-29. Cessation of partners' association in carrying on partnership after dissolution |
| § 14-8-30. Continuation of dissolved partnership during wind-up of partnership's affairs |
| § 14-8-31. Causation of dissolution |
| § 14-8-32. Dissolution of partnership by court decree |
| § 14-8-33. Limitation of authority of partner to act for dissolved partnership |
| § 14-8-34. Liability of partners to copartners for actions following dissolution of partnership |
| § 14-8-35. Actions which can bind a dissolved partnership; liability of partners |
| § 14-8-36. Effect of dissolution of partnership on existing liability of partners |
| § 14-8-37. Rights of partners in winding up partnership affairs |
| § 14-8-38. Application of partnership property to satisfy obligations upon rightful dissolution; rights of partners following wrongful dissolution |
| § 14-8-38.1. Vesting of property of dissolved partnership in partnership continuing business |
| § 14-8-38.2. Vesting of property of dissolved partnership prior to July 1, 1989 |
| § 14-8-39. Rescission of partnership agreement following fraud or misrepresentation |
| § 14-8-40. Settlement of accounts between partners after dissolution |
| § 14-8-41. Relations with creditors following withdrawal, expulsion, or death of existing partners or assignment of partnership rights to third parties |
| § 14-8-42. Continuation of business after withdrawal or death of a partner |
| § 14-8-43. Rights of partners to accounting of interest in partnership upon dissolution |
| § 14-8-44. Law governing foreign limited liability partnership |
| § 14-8-45. Certificate of authority requirement for foreign limited liability partnerships; contents of application for certificate; activities not constituting transacting business in state |
| § 14-8-46. Registered office and registered agent required for foreign limited liability partnership; Secretary of State as agent for service of process; venue |
| § 14-8-47. Issuance of certificate of authority to foreign limited liability partnership |
| § 14-8-48. Name of foreign limited liability partnership |
| § 14-8-49. Change of name of foreign limited liability partnership |
| § 14-8-50. Withdrawal of foreign limited liability partnership from state |
| § 14-8-51. Grounds for revocation of certificate of authority of foreign limited liability partnership |
| § 14-8-52. Procedure for revocation of certificate of authority of foreign limited liability partnership |
| § 14-8-53. Appeal from revocation of certificate of authority by foreign limited liability partnership |
| § 14-8-54. Transaction of business without certificate of authority by foreign limited liability partnership |
| § 14-8-55. Action to restrain foreign limited liability partnership from transacting business in state |
| § 14-8-56. Annual registration of foreign limited liability partnership |
| § 14-8-57. Filing fees pertaining to foreign limited liability partnerships |
| § 14-8-58. Administrative power of Secretary of State pertaining to foreign limited liability partnership laws |
| § 14-8-59. Rules and regulations pertaining to foreign limited liability partnerships |
| § 14-8-60. Effect of Secretary of State's filing of documents pertaining to foreign limited liability partnerships |
| § 14-8-61. Effective date of laws governing foreign limited liability partnership |
| § 14-8-63. Name of limited liability partnership |
| § 14-8-64. Recognition of limited liability partnership outside state; internal affairs of partnerships governed by state law |
REFS & ANNOS
TITLE 14 Chapter 8 NOTE
CROSS REFERENCES. --Prosecution of actions against less than all copartners, § 9-2-26.
CODE COMMISSION NOTES. --Pursuant to Code Section 28-9-5, in 1985, § 14-8-10A was redesignated § 14-8-10.1.
EDITOR'S NOTES. --Ga. L. 1984, p. 1439, § 1, effective April 1, 1985, repealed the Code sections formerly codified at this chapter and enacted the current chapter. The former chapter, also relating to partnerships, consisted of Code Sections 14-8-1 through 14-8-3, 14-8-20 through 14-8-24, 14-8-40 through 14-8-49, 14-8-60 through 14-8-74, and 14-8-90 through 14-8-92 and was based on Ga. L. 1981, Ex. Sess., p. 8 (Code Enactment Act) and Ga. L. 1982, p. 3, § 14.
LAW REVIEWS. --For article advocating the Adoption of a Uniform Partnership Act, see 16 Ga. B.J. 52 (1953). For article discussing legal aspects of investments and trade in Georgia by foreign business enterprises, see 27 Mercer L. Rev. 629 (1976). For survey of Georgia cases in the area of business associations from June 1979 through May 1980, see 32 Mercer L. Rev. 1 (1980). For article surveying business associations developments in Georgia from mid-1980 through mid-1981 concerning partnerships and corporations, see 33 Mercer L. Rev. 19 (1981). For article, "The Uniform Partnership Act as Adopted in Georgia," see 21 Ga. St. B.J. 56 (1984). For annual survey on business associations, see 36 Mercer L. Rev. 91 (1984). For article, "An Analysis of Georgia's New Partnership Law," see 36 Mercer L. Rev. 443 (1985). For article, "Freedom of Contract Among the Owners of a Partnership or Limited Partnership," see 36 Mercer L. Rev. 701 (1985). For article surveying business association law in 1984-1985, see 37 Mercer L. Rev. 103 (1985). For annual survey of cases concerning business associations, see 39 Mercer L. Rev. 53 (1987). For article, "The New Georgia Limited Partnership Act," see 24 Ga. St. B.J. 168 (1988). For survey article on business associations, see 42 Mercer L. Rev. 71 (1990). For survey article on business associations, see 44 Mercer L. Rev. 67 (1992). For annual survey article on business associations, see 45 Mercer L. Rev. 53 (1993). For article discussing developments in law of business associations from June 1, 1996 through May 31, 1997, see 49 Mercer L. Rev. 71 (1997). For survey article discussing developments in law of business associations for the period from June 1, 1999 through May 31, 2000, see 52 Mercer L. Rev. 95 (2000). For article, "Aggregate-Plus Theory of Partnership Taxation," see 43 Ga. L. Rev. 717 (2009).
For note on 1995 amendments and enactments of Code sections in this chapter, see 12 Ga. St. U.L. Rev. 65 (1995).
For comment, "Dissolution of General Partnerships: A Comparison of Georgia Law and the Uniform Partnership Act," see 35 Mercer L. Rev. 381 (1983).
COMMENT
CODE REVISION COMMISSION NOTE ON COMMENTS
The comments appearing in this chapter have been prepared under the supervision of the Joint Committee on the Uniform Partnership Act of the Real Property and Corporate and Banking Law Sections of the State Bar of Georgia and are included in the Official Code of Georgia Annotated at the request of these committees. Neither the General Assembly of Georgia nor the Code Revision Commission of the State of Georgia has participated in the drafting of these comments or has reviewed the comments for their content. The comments should not be considered to constitute a statement of legislative intention by the General Assembly of Georgia nor do they have the force of statutory law.
NOTES AS TO COMMENTS
The comments in Chapter 8 of Title 14 were prepared for the Joint Committee on the Uniform Partnership Act of the Real Property and Corporate and Banking Law Sections of the State Bar of Georgia by Larry E. Ribstein, Professor of Law, Walter F. George School of Law, Mercer University. Professor Ribstein was Reporter for the Joint Committee. References in the comments to "prior Georgia law" or to a certain specific section of "prior O.C.G.A. § 14-8- " are to the Georgia partnership law which existed prior to April 1, 1985, the effective date of the Uniform Partnership Act. Citations and references to existing provisions of Georgia law are to the 1984 O.C.G.A. sections.
References in the comments to the "Official UPA" are to the official version of the Uniform Partnership Act (U.L.A.) approved by the National Conference of Commissioners on Uniform State Laws in 1914, as set forth in Volume 6 of Uniform Laws Annotated (West 1969). For additional commentary on the Georgia version of the Uniform Partnership Act, see Revised Report of Joint Committee on the Uniform Partnership Act, published by the Joint Committee on the Uniform Partnership Act of the Real Property and Corporate and Banking Law Sections of the State Bar of Georgia in 1984, and L. Ribstein, "An Analysis of Georgia's New Partnership Law," 36 Mercer L. Rev. 443 (1985).
JUDICIAL DECISIONS
NATURE OF CLAIM FOR PARTNERSHIP ACCOUNTING, DISSOLUTION, OR INJUNCTION. --No provision in the Georgia Uniform Partnership Act, O.C.G.A. § 14-8-1 et seq., or Georgia Limited Partnership Act, O.C.G.A. § 14-9A-1 et seq. changes a claim for an accounting, dissolution, or injunction into a legal action or grants a partner the right to a jury trial. Williams v. Tritt, 262 Ga. 173, 415 S.E.2d 285 (1992).
CITED in Bloise v. Trust Co. Bank, 170 Ga. App. 405, 317 S.E.2d 249 (1984); Emory Univ. v. Houston, 185 Ga. App. 289, 364 S.E.2d 70 (1987).
RESEARCH REFERENCES
Am. Jur. Proof of Facts. --Status as Partners, 4 POF2d 355.
Existence of Joint Venture, 12 POF2d 295.
Misconduct Warranting Dissolution of Partnership, 24 POF2d 455.
Piercing the Limited Partner Veil, 30 POF3d 249.
ALR. --Conflict of laws as to partnership matters, 29 ALR2d 295.
Partnership or joint-venture matters as subject of declaratory judgment, 32 ALR2d 970.
Insurance on life of partner as partnership asset, 56 ALR3d 892.
Civil liability of one partner to another or to the partnership based on partner's personal purchase of partnership property during existence of partnership, 37 ALR4th 494.
Tort action for personal injury or property damage by partner against another partner or the partnership, 39 ALR4th 139.
Joint venture's capacity to sue, 56 ALR4th 1234.
Partnership or joint venture exclusion in contractor's or other similar comprehensive general liability insurance policy, 57 ALR4th 1155.
CODE COMMISSION NOTES. --Pursuant to Code Section 28-9-5, in 1985, § 14-8-10A was redesignated § 14-8-10.1.
EDITOR'S NOTES. --Ga. L. 1984, p. 1439, § 1, effective April 1, 1985, repealed the Code sections formerly codified at this chapter and enacted the current chapter. The former chapter, also relating to partnerships, consisted of Code Sections 14-8-1 through 14-8-3, 14-8-20 through 14-8-24, 14-8-40 through 14-8-49, 14-8-60 through 14-8-74, and 14-8-90 through 14-8-92 and was based on Ga. L. 1981, Ex. Sess., p. 8 (Code Enactment Act) and Ga. L. 1982, p. 3, § 14.
LAW REVIEWS. --For article advocating the Adoption of a Uniform Partnership Act, see 16 Ga. B.J. 52 (1953). For article discussing legal aspects of investments and trade in Georgia by foreign business enterprises, see 27 Mercer L. Rev. 629 (1976). For survey of Georgia cases in the area of business associations from June 1979 through May 1980, see 32 Mercer L. Rev. 1 (1980). For article surveying business associations developments in Georgia from mid-1980 through mid-1981 concerning partnerships and corporations, see 33 Mercer L. Rev. 19 (1981). For article, "The Uniform Partnership Act as Adopted in Georgia," see 21 Ga. St. B.J. 56 (1984). For annual survey on business associations, see 36 Mercer L. Rev. 91 (1984). For article, "An Analysis of Georgia's New Partnership Law," see 36 Mercer L. Rev. 443 (1985). For article, "Freedom of Contract Among the Owners of a Partnership or Limited Partnership," see 36 Mercer L. Rev. 701 (1985). For article surveying business association law in 1984-1985, see 37 Mercer L. Rev. 103 (1985). For annual survey of cases concerning business associations, see 39 Mercer L. Rev. 53 (1987). For article, "The New Georgia Limited Partnership Act," see 24 Ga. St. B.J. 168 (1988). For survey article on business associations, see 42 Mercer L. Rev. 71 (1990). For survey article on business associations, see 44 Mercer L. Rev. 67 (1992). For annual survey article on business associations, see 45 Mercer L. Rev. 53 (1993). For article discussing developments in law of business associations from June 1, 1996 through May 31, 1997, see 49 Mercer L. Rev. 71 (1997). For survey article discussing developments in law of business associations for the period from June 1, 1999 through May 31, 2000, see 52 Mercer L. Rev. 95 (2000). For article, "Aggregate-Plus Theory of Partnership Taxation," see 43 Ga. L. Rev. 717 (2009).
For note on 1995 amendments and enactments of Code sections in this chapter, see 12 Ga. St. U.L. Rev. 65 (1995).
For comment, "Dissolution of General Partnerships: A Comparison of Georgia Law and the Uniform Partnership Act," see 35 Mercer L. Rev. 381 (1983).
COMMENT
CODE REVISION COMMISSION NOTE ON COMMENTS
The comments appearing in this chapter have been prepared under the supervision of the Joint Committee on the Uniform Partnership Act of the Real Property and Corporate and Banking Law Sections of the State Bar of Georgia and are included in the Official Code of Georgia Annotated at the request of these committees. Neither the General Assembly of Georgia nor the Code Revision Commission of the State of Georgia has participated in the drafting of these comments or has reviewed the comments for their content. The comments should not be considered to constitute a statement of legislative intention by the General Assembly of Georgia nor do they have the force of statutory law.
NOTES AS TO COMMENTS
The comments in Chapter 8 of Title 14 were prepared for the Joint Committee on the Uniform Partnership Act of the Real Property and Corporate and Banking Law Sections of the State Bar of Georgia by Larry E. Ribstein, Professor of Law, Walter F. George School of Law, Mercer University. Professor Ribstein was Reporter for the Joint Committee. References in the comments to "prior Georgia law" or to a certain specific section of "prior O.C.G.A. § 14-8- " are to the Georgia partnership law which existed prior to April 1, 1985, the effective date of the Uniform Partnership Act. Citations and references to existing provisions of Georgia law are to the 1984 O.C.G.A. sections.
References in the comments to the "Official UPA" are to the official version of the Uniform Partnership Act (U.L.A.) approved by the National Conference of Commissioners on Uniform State Laws in 1914, as set forth in Volume 6 of Uniform Laws Annotated (West 1969). For additional commentary on the Georgia version of the Uniform Partnership Act, see Revised Report of Joint Committee on the Uniform Partnership Act, published by the Joint Committee on the Uniform Partnership Act of the Real Property and Corporate and Banking Law Sections of the State Bar of Georgia in 1984, and L. Ribstein, "An Analysis of Georgia's New Partnership Law," 36 Mercer L. Rev. 443 (1985).
JUDICIAL DECISIONS
NATURE OF CLAIM FOR PARTNERSHIP ACCOUNTING, DISSOLUTION, OR INJUNCTION. --No provision in the Georgia Uniform Partnership Act, O.C.G.A. § 14-8-1 et seq., or Georgia Limited Partnership Act, O.C.G.A. § 14-9A-1 et seq. changes a claim for an accounting, dissolution, or injunction into a legal action or grants a partner the right to a jury trial. Williams v. Tritt, 262 Ga. 173, 415 S.E.2d 285 (1992).
CITED in Bloise v. Trust Co. Bank, 170 Ga. App. 405, 317 S.E.2d 249 (1984); Emory Univ. v. Houston, 185 Ga. App. 289, 364 S.E.2d 70 (1987).
RESEARCH REFERENCES
Am. Jur. Proof of Facts. --Status as Partners, 4 POF2d 355.
Existence of Joint Venture, 12 POF2d 295.
Misconduct Warranting Dissolution of Partnership, 24 POF2d 455.
Piercing the Limited Partner Veil, 30 POF3d 249.
ALR. --Conflict of laws as to partnership matters, 29 ALR2d 295.
Partnership or joint-venture matters as subject of declaratory judgment, 32 ALR2d 970.
Insurance on life of partner as partnership asset, 56 ALR3d 892.
Civil liability of one partner to another or to the partnership based on partner's personal purchase of partnership property during existence of partnership, 37 ALR4th 494.
Tort action for personal injury or property damage by partner against another partner or the partnership, 39 ALR4th 139.
Joint venture's capacity to sue, 56 ALR4th 1234.
Partnership or joint venture exclusion in contractor's or other similar comprehensive general liability insurance policy, 57 ALR4th 1155.