 |
GEORGIA CODE (Last Updated: August 20, 2013) |
 |
Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS |
|
|
Chapter 9A. LIMITED PARTNERSHIPS |
|
|
Article 1. LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 |
| Part 1. GENERAL PROVISIONS |
| § 14-9A-1. Short title |
| § 14-9A-2. Limited partnership defined |
| § 14-9A-2.1. Applicability of article |
| § 14-9A-3. Construction of article |
| § 14-9A-4. Rules for cases not provided for by article |
| § 14-9A-5. Effect of article on existing partnerships |
| Part 2. FORMATION, CANCELLATION, AND AMENDMENT |
| § 14-9A-20. Formation |
| § 14-9A-21. Business which may be carried on; power to acquire property |
| § 14-9A-22. Use of surname of limited partner in partnership name; liability of limited partner if surname improperly used |
| § 14-9A-23. Admission of additional limited partners |
| § 14-9A-24. One person both general and limited partner |
| § 14-9A-25. When certificate of limited partnership required to be canceled |
| § 14-9A-26. Procedure for amendment or cancellation of certificate of limited partnership |
| § 14-9A-27. Liability for false statement in certificate |
| Part 3. LIMITED PARTNERS |
| § 14-9A-40. Character of limited partner's contribution |
| § 14-9A-41. Limited partner not liable to creditors |
| § 14-9A-42. Rights |
| § 14-9A-43. Person erroneously believing himself limited partner not liable as general partner |
| § 14-9A-44. Loans and other business transactions between limited partner and partnership; limitation on resulting claims against partnership |
| § 14-9A-45. Priority among limited partners |
| § 14-9A-46. Compensation |
| § 14-9A-47. Withdrawal or reduction of contribution |
| § 14-9A-48. Liability of limited partner to partnership |
| § 14-9A-49. Nature of limited partner's interest |
| § 14-9A-50. Assignment of limited partner's interest |
| § 14-9A-51. Effect of death of limited partner |
| § 14-9A-52. Rights of judgment creditor of limited partner |
| Part 4. GENERAL PARTNERS |
| § 14-9A-70. Rights, powers, and liabilities of general partner |
| Part 5. CONTRIBUTORS |
| § 14-9A-80. Party to proceedings |
| Part 6. DISSOLUTION |
| § 14-9A-90. Effect of retirement, death, or insanity of general partner |
| § 14-9A-91. Settling of accounts |
REFS & ANNOS
TITLE 14 Chapter 9A Article 1 NOTE
LAW REVIEWS. --For article discussing the Uniform Limited Partnership Act, adopted in Georgia in 1952, see 14 Ga. B.J. 423 (1952). For article, "Use of Limited Partnership to Invest in Depreciable Realty," see 21 Mercer L. Rev. 481 (1970).
JUDICIAL DECISIONS
ONE OF THIS ARTICLE'S (O.C.G.A. ART. 1, CH. 9, T. 14) MAIN PURPOSES is to ensure that, where there has been substantial compliance with the law, limited partners do not find themselves exposed to the liability of a general partnership because of a mere technicality. Franklin v. Rigg, 143 Ga. App. 60, 237 S.E.2d 526 (1977).
The whole tenor of O.C.G.A. Art. 1, Ch. 9, T. 14 is to protect the investors from being held to be general partners and to give third parties notice that some of the partners have limited liability. Hirsch v. Equilateral Assocs., 245 Ga. 373, 264 S.E.2d 885 (1980).
INTENDED AS REMEDIAL LEGISLATION. --The Uniform Limited Partnership Act (see O.C.G.A. § 14-9A-1) as adopted in Georgia is obviously intended as remedial legislation. Franklin v. Rigg, 143 Ga. App. 60, 237 S.E.2d 526 (1977).
CITED in Hammond v. Chastain, 230 Ga. 747, 199 S.E.2d 237 (1973); Kleiner v. Silver, 137 Ga. App. 560, 224 S.E.2d 508 (1976).
OPINIONS OF THE ATTORNEY GENERAL
OFFERING FOR SALE OF LIMITED PARTNERSHIPS constitutes offering for sale of a security as the same is defined by the Georgia Securities Act, (see O.C.G.A. § 10-5-1 et seq.) unless exempted or involved in an exempt transaction, such securities must be registered. 1969 Op. Att'y Gen. No. 69-328.
OFFERING FOR SALE OF INVESTMENT CLUB INTEREST. --If the formation of an investment club were essentially the same as that for a limited partnership, such an interest would be a security. 1969 Op. Att'y Gen. No. 69-328.
RESEARCH REFERENCES
AM. JUR. 2D. --59A Am. Jur. 2d, Partnership, § 1232.
ALR. --Personal liability to other party to contract of member of firm who, without authority, attempts to bind the firm, 4 ALR 258.
Right of individual partner to exemption in partnership property, 4 ALR 300.
JUDICIAL DECISIONS
ONE OF THIS ARTICLE'S (O.C.G.A. ART. 1, CH. 9, T. 14) MAIN PURPOSES is to ensure that, where there has been substantial compliance with the law, limited partners do not find themselves exposed to the liability of a general partnership because of a mere technicality. Franklin v. Rigg, 143 Ga. App. 60, 237 S.E.2d 526 (1977).
The whole tenor of O.C.G.A. Art. 1, Ch. 9, T. 14 is to protect the investors from being held to be general partners and to give third parties notice that some of the partners have limited liability. Hirsch v. Equilateral Assocs., 245 Ga. 373, 264 S.E.2d 885 (1980).
INTENDED AS REMEDIAL LEGISLATION. --The Uniform Limited Partnership Act (see O.C.G.A. § 14-9A-1) as adopted in Georgia is obviously intended as remedial legislation. Franklin v. Rigg, 143 Ga. App. 60, 237 S.E.2d 526 (1977).
CITED in Hammond v. Chastain, 230 Ga. 747, 199 S.E.2d 237 (1973); Kleiner v. Silver, 137 Ga. App. 560, 224 S.E.2d 508 (1976).
OPINIONS OF THE ATTORNEY GENERAL
OFFERING FOR SALE OF LIMITED PARTNERSHIPS constitutes offering for sale of a security as the same is defined by the Georgia Securities Act, (see O.C.G.A. § 10-5-1 et seq.) unless exempted or involved in an exempt transaction, such securities must be registered. 1969 Op. Att'y Gen. No. 69-328.
OFFERING FOR SALE OF INVESTMENT CLUB INTEREST. --If the formation of an investment club were essentially the same as that for a limited partnership, such an interest would be a security. 1969 Op. Att'y Gen. No. 69-328.
RESEARCH REFERENCES
AM. JUR. 2D. --59A Am. Jur. 2d, Partnership, § 1232.
ALR. --Personal liability to other party to contract of member of firm who, without authority, attempts to bind the firm, 4 ALR 258.
Right of individual partner to exemption in partnership property, 4 ALR 300.