reglab/housing_qa huggingface dataset:
GA Code § 14-9-801 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9 - Revised Uniform Limited Partnership Act|Article 8 - Dissolution|§ 14-9-801. Events Triggering Dissolution

 A limited partnership is dissolved and its affairs must be wound up upon the first of the following to occur:    Events specified in writing in the partnership agreement;   Written consent of all partners;   An event of withdrawal of a general partner unless:   There remains at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner or general partners alone or together with new general partners, and that partner or those general partners do so; or   Within 90 days after the withdrawal, all partners other than the general partner with respect to which the event of withdrawal has occurred (or such partners as are provided for in the written provisions of the partnership agreement) agree in writing to continue the business of the limited partnership and, if there is no remaining general partner, to the appointment, effective as of the date of withdrawal, of one or more new general partners; or     Entry of a decree of judicial dissolution under Code Section 14-9-802.     (Code 1981, §14-9-801, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1989, p. 931, § 13; Ga. L. 1994, p. 161, § 3; Ga. L. 1996, p. 787, § 13.)   Law reviews.   - For note on 1989 amendment to this Code section, see 6 Ga. St. U. L. Rev. 184 (1989).   RESEARCH REFERENCES   Am. Jur. 2d.   - 59A Am. Jur. 2d, Partnership, § 895 et seq.   C.J.S.   - 68 C.J.S., Partnership, § 610 et seq.   ALR.   - Treatment of Family Limited Partnership for Federal Estate and Gift Tax Purposes, 27 A.L.R. Fed. 2d 559.
GA Code § 14-9-802 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9 - Revised Uniform Limited Partnership Act|Article 8 - Dissolution|§ 14-9-802. Judicial Dissolution

 On application by or for a partner, the court may decree dissolution of a limited partnership whenever:    It is not reasonably practicable to carry on the business in conformity with the partnership agreement; or   A general partner has been guilty of such misconduct as tends to affect prejudicially the carrying on of the business.     (Code 1981, §14-9-802, enacted by Ga. L. 1988, p. 1016, § 1.)   Law reviews.   - For article, "Business Associations," see 63 Mercer L. Rev. 83 (2011).   RESEARCH REFERENCES   Am. Jur. 2d.   - 59A Am. Jur. 2d, Partnership, §§ 896, 897.   C.J.S.   - 68 C.J.S., Partnership, § 613.
GA Code § 14-9-803 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9 - Revised Uniform Limited Partnership Act|Article 8 - Dissolution|§ 14-9-803. Winding Up

  After dissolution, except as provided in the partnership agreement, the general partners who have not withdrawn or, if none, the limited partners may wind up the limited partnership's affairs but, if one or more of such general partners have engaged in wrongful conduct, or upon other cause shown, the court may wind up the limited partnership's affairs upon application of a partner, his legal representative, or assignee.   Unless otherwise provided in writing in the partnership agreement, the persons winding up the limited partnership's affairs may, in the name of, and for and on behalf of, the limited partnership:   Prosecute and defend suits, whether civil, criminal, or administrative;   Settle and close the limited partnership's business;   Dispose of and convey the limited partnership's property for cash;   Discharge the limited partnership's liabilities; and   Distribute to the partners any remaining assets of the limited partnership.       (Code 1981, §14-9-803, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1989, p. 931, § 14.)   Law reviews.   - For note on 1989 amendment to this Code section, see 6 Ga. St. U. L. Rev. 184 (1989).   RESEARCH REFERENCES   Am. Jur. 2d.   - 59A Am. Jur. 2d, Partnership, § 898.   C.J.S.   - 68 C.J.S., Partnership, § 610 et seq.
GA Code § 14-9-804 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9 - Revised Uniform Limited Partnership Act|Article 8 - Dissolution|§ 14-9-804. Distribution of Assets

 Upon the winding up of a limited partnership, the assets must be distributed as follows:    To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under Code Section 14-9-601 or 14-9-604;   Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under Code Section 14-9-601 or 14-9-604; and   Except as provided in the partnership agreement, to partners first for the return of their contributions and second, respecting their partnership interests, in the proportions in which the partners share in distributions.     (Code 1981, §14-9-804, enacted by Ga. L. 1988, p. 1016, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 59A Am. Jur. 2d, Partnership, § 899.   C.J.S.   - 68 C.J.S., Partnership, § 610 et seq.
GA Code § 14-9-805 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9 - Revised Uniform Limited Partnership Act|Article 8 - Dissolution|§ 14-9-805. Execution of Deeds or Other Transfer Instruments

 Deeds or other transfer instruments requiring execution after the filing of a certificate of cancellation by a dissolved limited partnership may be signed by any person who had authority to wind up the dissolved partnership under the provisions of subsection (a) of Code Section 14-9-803.    (Code 1981, §14-9-805, enacted by Ga. L. 1994, p. 161, § 4.)
GA Code § 14-9-901 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9 - Revised Uniform Limited Partnership Act|Article 9 - Foreign Limited Partnerships|§ 14-9-901. Laws Governing

 Subject to the Constitution of this state:    The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners regardless of whether the foreign limited partnership procured or should have procured a certificate of authority under this chapter; and   A foreign limited partnership may not be denied a certificate of authority by reason of any difference between those laws and the laws of this state.     (Code 1981, §14-9-901, enacted by Ga. L. 1988, p. 1016, § 1.)
GA Code § 14-9-903 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9 - Revised Uniform Limited Partnership Act|Article 9 - Foreign Limited Partnerships|§ 14-9-903. Issuance of Certificate

  If the Secretary of State finds that an application for certificate of authority conforms to law and all requisite fees and any penalty due pursuant to Code Section 14-9-907 have been paid, he shall:   Stamp or otherwise endorse his official title and the date and time of receipt on the application;   File in his office a copy of the application; and   Issue a certificate of authority to transact business in this state.     The certificate of authority must be returned to the person who filed the application or his representative.   If the certificate of authority is issued by the Secretary of State, a foreign limited partnership shall be deemed authorized to transact business in this state from the time of filing its application for the certificate of authority.     (Code 1981, §14-9-903, enacted by Ga. L. 1988, p. 1016, § 1.)
GA Code § 14-9-904 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9 - Revised Uniform Limited Partnership Act|Article 9 - Foreign Limited Partnerships|§ 14-9-904. Name

  A foreign limited partnership may apply for a certificate of authority with the Secretary of State under any name, whether or not it is the name under which it is registered in its state of organization, that could be registered by a domestic limited partnership.   Except as provided in subsection (c) of this Code section, whenever a foreign limited partnership is unable to obtain a certificate of authority to transact business in this state because its name does not comply with any part of Code Section 14-9-102, it may nonetheless apply for authority to transact business in this state by adding in parentheses to its name in such application a word, abbreviation, or other distinctive and distinguishing element such as the name of the state where it is organized. If in the judgment of the Secretary of State the name of the limited partnership with such addition would comply with Code Section 14-9-102, said Code section shall not be a bar to the issuance to such limited partnership of a certificate of authority to transact business in this state. In such case, any such certificate issued to such foreign limited partnership shall be issued in its name with such additions, and the limited partnership shall use such name with such additions in all its dealings with the Secretary of State and in the conduct of its affairs in this state.   Whenever the name of a foreign limited partnership that was organized prior to July 1 of the year in which this chapter becomes effective and that on such date is transacting business in this state does not comply with any part of Code Section 14-9-102, such foreign limited partnership may nonetheless apply for authority to transact business in this state and Code Section 14-9-102 shall not be a bar to the issuance to such limited partnership of a certificate of authority to transact business in this state; provided, however, in any such case such foreign limited partnership shall be distinguished on the records of the Secretary of State by the Secretary of State's adding to the name of such foreign limited partnership on its records in parentheses the name of the state in which it was organized and, if necessary to distinguish multiple partnerships having such characteristics and making such application that were organized in the same state, by adding a numerical distinction to the state name. Such addition of a state name and numerical distinction to the name of a foreign limited partnership by the Secretary of State shall be solely for the purpose of distinguishing limited partnerships on the files of the Secretary of State, shall not constitute a change in the name of the foreign limited partnership, and shall have no effect whatsoever on the authority of the foreign limited partnership to use its name.     (Code 1981, §14-9-904, enacted by Ga. L. 1988, p. 1016, § 1.)
GA Code § 14-9-905 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9 - Revised Uniform Limited Partnership Act|Article 9 - Foreign Limited Partnerships|§ 14-9-905. Change of Name or State of Organization; Foreign Limited Partnership Converting to Foreign Limited Liability Company or Foreign Corporation

  A foreign limited partnership authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes its name or its state of organization. The requirements of Code Sections 14-9-902 and 14-9-903 for obtaining an original certificate of authority shall apply to obtaining an amended certificate under this Code section.   If a foreign limited partnership authorized to transact business in this state converts into a foreign limited liability company:   The foreign limited partnership shall notify the Secretary of State that such conversion has occurred no later than 30 days after the conversion, using such form as the Secretary of State shall specify, which form may require such information and statements as may be required to be submitted by a foreign limited liability company that applies for a certificate of authority to transact business in this state; and   If such notice is timely given:   The authorization of such entity to transact business in this state shall continue without interruption; and   The certificate of authority issued to such foreign limited partnership under this article shall constitute a certificate of authority issued under Code Section 14-11-704 to the foreign limited liability company resulting from the conversion effective as of the date of the conversion.  The Secretary of State shall adjust its records accordingly.        If a foreign limited partnership authorized to transact business in this state converts into a foreign corporation:   The foreign limited partnership shall notify the Secretary of State that such conversion has occurred no later than 30 days after the conversion, using such form as the Secretary of State shall specify, which form may require such information and statements as may be required to be submitted by a foreign corporation that applies for a certificate of authority to transact business in this state; and   If such notice is timely given:   The authorization of such entity to transact business in this state shall continue without interruption; and   The certificate of authority issued to such foreign limited partnership under this article shall constitute a certificate of authority issued under Code Sections 14-2-1501 and 14-2-1503 to the foreign corporation resulting from the conversion effective as of the date of the conversion.  The Secretary of State shall adjust its records accordingly.          (Code 1981, §14-9-905, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 2006, p. 825, § 23/SB 469.)
GA Code § 14-9-906 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9 - Revised Uniform Limited Partnership Act|Article 9 - Foreign Limited Partnerships|§ 14-9-906. Certificate of Withdrawal

 A foreign limited partnership authorized to transact business in this state may apply for a certificate of withdrawal by delivering to the Secretary of State for filing an application that sets forth:    The name of the limited partnership and the name of the jurisdiction under whose law it is organized;   That it is not transacting business in this state and that it surrenders its authority to transact business in this state;   That it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;   A mailing address to which a copy of any process served on the Secretary of State pursuant to paragraph (3) of this Code section may be mailed; and   A commitment to notify the Secretary of State in the future of any change in the mailing address provided pursuant to paragraph (4) of this Code section.     (Code 1981, §14-9-906, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1999, p. 405, § 28.)
GA Code § 14-9-907 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9 - Revised Uniform Limited Partnership Act|Article 9 - Foreign Limited Partnerships|§ 14-9-907. Transaction of Business Without Registering

  A foreign limited partnership transacting business in this state may not maintain an action, suit, or proceeding in a court of this state until it has obtained a certificate of authority.   The failure of a foreign limited partnership to obtain a certificate of authority does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this state.   A foreign limited partnership that transacts business in this state without registering as required by this article shall be liable to the state:   For all fees which would have been imposed by this article upon such foreign limited partnership had it registered as required by this article; and   If it has not registered within 30 days after the first day on which it transacts business in this state, for a penalty of $500.00.       (Code 1981, §14-9-907, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 2002, p. 989, § 14.)
GA Code § 14-9-908 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9 - Revised Uniform Limited Partnership Act|Article 9 - Foreign Limited Partnerships|§ 14-9-908. Action by Attorney General

 The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this chapter.    (Code 1981, §14-9-908, enacted by Ga. L. 1988, p. 1016, § 1.)   Code Commission notes.   - Pursuant to Code Section 28-9-5, in 1988, "Attorney General" was capitalized in the catchline and text of the Code section.
GA Code § 14-9-1001 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9 - Revised Uniform Limited Partnership Act|Article 10 - Derivative Actions|§ 14-9-1001. Right of Limited Partner to Bring Action

 A limited partner may maintain an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or an effort to cause those general partners to bring the action is not likely to succeed. The foregoing authority to bring an action in the right of a limited partnership shall not limit any right a limited partner might have under the partnership agreement or otherwise.    (Code 1981, §14-9-1001, enacted by Ga. L. 1988, p. 1016, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 59A Am. Jur. 2d, Partnership, § 873 et seq.   C.J.S.   - 68 C.J.S., Partnership, § 605 et seq.
GA Code § 14-9-1002 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9 - Revised Uniform Limited Partnership Act|Article 10 - Derivative Actions|§ 14-9-1002. Requirements for Plaintiff

 Except to the extent provided by the partnership agreement, in a derivative action, the plaintiff must be a partner at the time of bringing the action and:    Must have been a partner at the time of the transaction of which he complains; or   His status as a partner must have devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.     (Code 1981, §14-9-1002, enacted by Ga. L. 1988, p. 1016, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 59A Am. Jur. 2d, Partnership, § 873 et seq.
GA Code § 14-9-1003 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9 - Revised Uniform Limited Partnership Act|Article 10 - Derivative Actions|§ 14-9-1003. Complaint

 In a derivative action, the complaint must set forth with particularity the effort of the plaintiff to secure commencement of the action by a general partner or the reasons for not making the effort.    (Code 1981, §14-9-1003, enacted by Ga. L. 1988, p. 1016, § 1.)
GA Code § 14-9-1004 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9 - Revised Uniform Limited Partnership Act|Article 10 - Derivative Actions|§ 14-9-1004. Expenses

 If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.    (Code 1981, §14-9-1004, enacted by Ga. L. 1988, p. 1016, § 1.)
GA Code § 14-9-1101 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9 - Revised Uniform Limited Partnership Act|Article 11 - Administration|§ 14-9-1101. Fees

 The Secretary of State shall charge and collect for filing:   Document Fee -------- --- (1) A certificate of limited partnership $ 100.00 (2) A registration of a foreign limited partnership 225.00 (3) An annual registration 50.00 (4) Penalty for late filing of annual registration 25.00 (5) Agent's statement of resignation No fee (6) Certificate of cancellation No fee (7) Application of withdrawal No fee (8) Statement of change of address of registered agent or registered office . . . . $5.00 per limited partnership but not less than 20.00 (9) An amendment to a certificate of limited partnership for the purpose of becoming a limited liability partnership 100.00 (10) Certificate of election to become a limited partnership 80.00 (11) Certificate of conversion 95.00 (12) Application for reservation of a name 25.00 (13) Any other document required or permitted pursuant to this chapter 20.00    (Code 1981, §14-9-1101, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1989, p. 931, § 16; Ga. L. 1996, p. 787, § 14; Ga. L. 1999, p. 405, § 29; Ga. L. 2003, p. 883, § 6; Ga. L. 2007, p. 455, § 4/SB 234; Ga. L. 2008, p. 253, § 11/SB 436; Ga. L. 2010, p. 9, § 1-35/HB 1055.)   Law reviews.   - For note on 1989 amendment to this Code section, see 6 Ga. St. U. L. Rev. 184 (1989).
GA Code § 14-9-1102 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9 - Revised Uniform Limited Partnership Act|Article 11 - Administration|§ 14-9-1102. Administrative Powers of Secretary of State

 The Secretary of State shall have the power and authority reasonably necessary to enable him to administer this chapter efficiently and to perform the duties therein imposed upon him, including, without limitation, the power and authority to employ from time to time such additional personnel as in his judgment are required for those purposes.    (Code 1981, §14-9-1102, enacted by Ga. L. 1988, p. 1016, § 1.)
GA Code § 14-9-1103 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9 - Revised Uniform Limited Partnership Act|Article 11 - Administration|§ 14-9-1103. Rules and Regulations

 The Secretary of State may promulgate such rules and regulations, not inconsistent with the provisions of this chapter, which are incidental to and necessary for the implementation and enforcement of such provisions of this chapter as are administered by the Secretary of State. Such rules and regulations shall be promulgated in accordance with Chapter 13 of Title 50, the "Georgia Administrative Procedure Act."    (Code 1981, §14-9-1103, enacted by Ga. L. 1988, p. 1016, § 1.)
GA Code § 14-9-1104 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9 - Revised Uniform Limited Partnership Act|Article 11 - Administration|§ 14-9-1104. Duty of Secretary of State to File Documents

 The Secretary of State's duty to file documents under this chapter is ministerial. His filing or refusing to file a document does not:    Affect the validity or invalidity of the document in whole or part;   Relate to the correctness or incorrectness of information contained in the document; or   Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.     (Code 1981, §14-9-1104, enacted by Ga. L. 1988, p. 1016, § 1.)