reglab/housing_qa huggingface dataset:
GA Code § 14-8-59 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 8 - Partnerships|§ 14-8-59. Rules and Regulations Pertaining to Foreign Limited Liability Partnerships

 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, §14-8-59, enacted by Ga. L. 1994, p. 1674, § 2.)   Editor's notes.   - For repeal of former Code Section 14-8-59 in 1984, see the Editor's notes following Code Section 14-8-44.
GA Code § 14-8-60 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 8 - Partnerships|§ 14-8-60. Effect of Secretary of State's Filing of Documents Pertaining to Foreign Limited Liability Partnerships

 The Secretary of State's duty to file documents under this chapter is ministerial.The Secretary of State's 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, §14-8-60, enacted by Ga. L. 1994, p. 1674, § 2.)   Editor's notes.   - For repeal of former Code Section 14-8-60 in 1984, see the Editor's notes following Code Section 14-8-44.
GA Code § 14-8-61 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 8 - Partnerships|§ 14-8-61. Effective Date of Laws Governing Foreign Limited Liability Partnership

 Code Sections 14-8-44 through 14-8-60 and this Code section shall become effective on July 1, 1994, and shall govern all foreign limited liability partnerships transacting business in this state on or after July 1, 1994.    (Code 1981, §14-8-61, enacted by Ga. L. 1994, p. 1674, § 2; Ga. L. 1995, p. 10, § 14.)   Editor's notes.   - Prior to the 1995 amendment declaring an effective date of July 1, 1994, this Code section stated that Code Sections 14-8-44 through 14-8-60 and this Code section became effective April 1, 1994. Section 3 of Ga. L. 1994, p. 1674, was amended in committee to provide that the Act as a whole would have an effective date of July 1, 1994. Further, the Governor did not sign the Act until April 19, 1994.   For repeal of former Code Section 14-8-61 in 1984, see the Editor's notes following Code Section 14-8-44.
GA Code § 14-8-63 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 8 - Partnerships|§ 14-8-63. Name of Limited Liability Partnership

  Except as provided in subsection (b) of this Code section, the name of a limited liability partnership shall contain the words "limited liability partnership," it being permitted to abbreviate the word "limited" as "ltd.," or the abbreviation "L.L.P." or the designation "LLP" as the last words or letters of its name.   The name of a limited partnership that is a limited liability partnership shall contain the words "limited liability limited partnership," it being permitted to abbreviate the word "limited" as "ltd.," or the abbreviation "L.L.L.P." or the designation "LLLP" as the last words or letters of its name.     (Code 1981, §14-8-63, enacted by Ga. L. 1995, p. 470, § 11; Ga. L. 1996, p. 787, § 4.)
GA Code § 14-8-64 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 8 - Partnerships|§ 14-8-64. Recognition of Limited Liability Partnership Outside State; Internal Affairs of Partnerships Governed by State Law

  A partnership, including a limited liability partnership, formed and existing under this chapter, may conduct its business, carry on its operations, and have and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or in any foreign country. It is the intent of this state that the legal existence of limited liability partnerships be recognized outside the boundaries of this state.   It is the policy of this state that the internal affairs of partnerships, including limited liability partnerships, formed and existing under this chapter, including the liability of partners for debts, obligations, and liabilities of partnerships, shall be subject to and governed by the laws of this state.     (Code 1981, §14-8-64, enacted by Ga. L. 1995, p. 470, § 11.)
GA Code § 14-10-1 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 10 - Professional Associations|§ 14-10-1. Short Title

 This chapter shall be known and may be cited as "The Georgia Professional Association Act."   (Ga. L. 1961, p. 404, § 1; Ga. L. 2017, p. 774, § 14/HB 323.)    The 2017 amendment,  effective May 9, 2017, part of an Act to revise, modernize, and correct the Code, substituted "This chapter shall be known and may be cited" for "This chapter may be cited" at the beginning of this Code section.
GA Code § 14-10-2 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 10 - Professional Associations|§ 14-10-2. Definitions

 As used in this chapter, the term:    "Professional association" means an unincorporated association, as distinguished from a partnership, organized under this chapter for the purpose of rendering one type of professional service.   "Professional service" means the personal services rendered by attorneys at law and any type of professional service which may be legally performed only pursuant to a license from a board pursuant to Title 43, for example, the personal services rendered by certified public accountants, chiropractors, dentists, osteopaths, physicians and surgeons, and podiatrists (chiropodists).    (Ga. L. 1961, p. 404, § 2; Ga. L. 2000, p. 1706, § 21.)   Cross references.   - Professional associations engaged in practice of professional engineering or land surveying, §§ 43-1-24,43-3-5,43-3-21 et seq., and43-11-47(a)(7).   JUDICIAL DECISIONS   "Professional" defined for malpractice act.    - The legislature intended for the term "professional" as used in O.C.G.A. § 9-11-9.1 to be defined by O.C.G.A. §§ 14-7-2(2),14-10-2(2), and43-1-24. Gillis v. Goodgame, 262 Ga. 117, 414 S.E.2d 197 (1992).    O.C.G.A. § 9-11-9.1 applies only to those licensed professions regulated by state examining boards when licensure is predicated upon successful completion of the specialized schooling or training necessary to obtain the expertise to practice that profession. Harrell v. Lusk, 263 Ga. 895, 439 S.E.2d 896 (1994).   Pest control company.    - Based upon the statutory definition of professional service, a pest control company's control and treatment of wood destroying organisms is a profession for purposes of filing a professional malpractice action. Colston v. Fred's Pest Control, Inc., 210 Ga. App. 362, 436 S.E.2d 23 (1993).    Cited in  Carolina Cas. Ins. Co. v. R.L. Brown & Assocs., F. Supp. 2d (N.D. Ga. Sept. 29, 2006).   RESEARCH REFERENCES   Am. Jur. 2d.   - 6 Am. Jur. 2d, Associations and Clubs, § 1 et seq. 7 Am Jur 2d Attorneys at Law § 133. 16 Am Jur 2d Constitutional Law § 508. 18 Am Jur 2d Corporations § 43. 18A Am Jur 2d Corporations § 724.   ALR.   - What constitutes professional services within meaning of statute preserving individual liability of professional employees of professional corporation, association, or partnership, 31 A.L.R.4th 898.
GA Code § 14-10-3 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 10 - Professional Associations|§ 14-10-3. Persons Entitled to Form Association; Purpose; Limitation to One Type of Professional Service

 Any two or more persons duly licensed to practice a profession under the laws of this state may form a professional association, as distinguished from a partnership and a corporation, by associating themselves for the purpose of carrying on a profession and dividing the gains therefrom upon compliance with the terms of this chapter. No professional association organized pursuant to this chapter shall render professional service in more than one type of professional service.   (Ga. L. 1961, p. 404, § 3.)   Cross references.   - Refusal of license to practice medicine for engaging in practice as officer or employee of corporation other than one organized pursuant to this chapter, §§ 43-1-24,43-3-5,43-3-21 et seq.,43-11-47(a)(7), and43-15-23.   OPINIONS OF THE ATTORNEY GENERAL   Medical doctors allowed to form association even with different specialities.   - Medical doctors are allowed to form an association even where they are specialists in different areas of the medical profession such as pediatrics, gynecology, general practice, etc., since all the doctors are practicing medicine and are governed by one board of medical examiners; on the other hand, they could not be joined in a professional association by a dentist, for example, or some member of an entirely different profession. 1963-65 Op. Att'y Gen. p. 791.   One-man out-of-state professional service corporation.   - "One-man" Florida professional service corporation formed for the purpose of practicing medicine in Florida and Georgia cannot register as a foreign corporation under provisions pertaining to the admission of foreign corporations. 1969 Op. Att'y Gen. No. 69-507.   RESEARCH REFERENCES   Am. Jur. 2d.   - 6 Am. Jur. 2d, Associations and Clubs, §§ 1, 4.
GA Code § 14-10-4 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 10 - Professional Associations|§ 14-10-4. Formation

  Articles of association.   FILING; CONTENTS. To form a professional association, such persons shall execute and file articles of association in the office of the clerk of the superior court in the county in which the association's principal office is located. Articles of association may contain any provision not in violation of law or the public policy of this state as the members of the association may decide.   RECORDING; FEES. The clerk shall record the articles of association and any amendments thereto or instruments of dissolution thereof in the same manner as required for articles of incorporation and shall receive a fee as required by paragraph (1) of subsection (g) of Code Section 15-6-77. Articles shall not be required to be published or recorded elsewhere. Such record of the articles, when so recorded, shall be notice of the articles to the world as well as to all parties dealing with such association.   AMENDMENT; DISSOLUTION. The articles may be amended or dissolved at any time by agreement of two-thirds of the members at any regular meeting or at a special meeting called for that purpose and upon filing the amendment or instrument of dissolution in the same place or places as the original article of association.     Name. The persons forming the association shall adopt such name for the association as they in their discretion may determine; but the name selected shall be followed by the words "Professional Association" or the abbreviation "P.A."    (Ga. L. 1961, p. 404, § 4; Ga. L. 1981, p. 1396, § 22; Ga. L. 1992, p. 6, § 14; Ga. L. 2010, p. 9, § 1-36/HB 1055; Ga. L. 2011, p. 430, § 6/SB 64.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 6 Am. Jur. 2d, Associations and Clubs, §§ 5, 6, 15.
GA Code § 14-10-5 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 10 - Professional Associations|§ 14-10-5. Business Other Than Rendering Professional Service Prohibited; Investments and Ownership of Property

 A professional association may be organized only for the purpose of rendering one specific kind of professional service and shall not engage in any business other than rendering the professional service for which it was organized. However, it may invest its funds in real estate, mortgages, stocks, bonds, or any other type of investment and may own real or personal property necessary or appropriate for rendering its professional service.   (Ga. L. 1961, p. 404, § 5.)   OPINIONS OF THE ATTORNEY GENERAL   Medical doctors allowed to form association even with different specialities.    - Ga. L. 1961, p. 404 (see now O.C.G.A. §§ 14-10-3 and14-10-5) allow medical doctors to form an association even where they are specialists in different areas of the medical profession such as pediatrics, gynecology, general practice, etc., since all the doctors are practicing medicine and are governed by one board of medical examiners; on the other hand, they could not be joined in a professional association by a dentist, for example, or some member of an entirely different profession. 1963-65 Op. Att'y Gen. p. 791.   RESEARCH REFERENCES   Am. Jur. 2d.   - 6 Am. Jur. 2d, Associations and Clubs, §§ 12, 13.
GA Code § 14-10-6 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 10 - Professional Associations|§ 14-10-6. Professional Services to Be Rendered Only by Licensed Officers, Employees, and Agents; "Employee" Defined

 A professional association may render professional service only through officers, employees, and agents who are themselves duly licensed or otherwise legally authorized to render professional service within this state. The term "employee" as used in this Code section does not include clerks, bookkeepers, technicians, nurses, or other individuals who are not usually and ordinarily considered by custom and practice to be rendering professional services for which a license or other legal authorization is required in connection with the profession practiced by a particular professional association; nor does the term "employee" include any other person who performs all his employment under the direct supervision and control of an officer, agent, or employee who is himself rendering professional service to the public on behalf of the professional association; but no person shall, under the guise of employment, practice a profession unless duly licensed to practice that profession under the laws of this state.   (Ga. L. 1961, p. 404, § 6.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 6 Am. Jur. 2d, Associations and Clubs, §§ 5, 6. 61 Am. Jur. 2d, Physicians, Surgeons, and other Healers, § 114.   ALR.    - Right of corporation or individual, not himself licensed, to practice medicine, surgery, or dentistry through licensed employees, 103 A.L.R. 1240.   Right to enjoin business competitor from unlicensed or otherwise illegal acts or practices, 90 A.L.R.2d 7.   Recovery back of money paid to unlicensed person required by law to have occupational or business license or permit to make contract, 74 A.L.R.3d 637.
GA Code § 14-10-7 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 10 - Professional Associations|§ 14-10-7. Relationship Between Person Rendering and Person Receiving Professional Service; Liability of Members for Debts of or Claims Against Association

  This chapter does not modify any law applicable to the relationship between a person furnishing and a person receiving professional service, including liability arising out of such professional service and including the confidential relationship between the person rendering and the person receiving such professional service, if any. All confidential relationships enjoyed under the laws of this state prior to April 5, 1961, or enacted thereafter shall remain inviolate.   Subject to subsection (a) of this Code section, the members or shareholders of any professional association organized pursuant to this chapter shall not be individually liable for the debts of, or claims against, the professional association unless such member or shareholder has personally participated in the transaction for which the debt or claim is made or out of which it arises.    (Ga. L. 1961, p. 404, § 7.)   Cross references.   - Privileged communications generally, § 24-5-506 et seq.   Law reviews.   - For article on incorporating the professional practice through a partnership of professional corporations, see 17 Ga. St. B. J. 102 (1981).   JUDICIAL DECISIONS   Failure to sign in representative capacity.    - The defendants' acts of negotiating a sublease for their professional association and signing the sublease, without denoting that each signature was in a representative capacity, did not constitute personal participation in the transaction since an association, like a corporation, can only operate through the actions of individuals and the sublease explicitly stated that the lease was between the plaintiff and the professional association. Swiss Bank Corp. v. Thomas, Conner & McDonald, 236 Ga. App. 890, 514 S.E.2d 68 (1999).    Cited in  Holder v. United States, 289 F. Supp. 160 (N.D. Ga. 1968).   RESEARCH REFERENCES   Am. Jur. 2d.   - 6 Am. Jur. 2d, Associations and Clubs, §§ 44, 47.   ALR.   - Liability of attorney for negligence in connection with investigation or certification of title to real estate, 59 A.L.R.3d 1176.   Liability of member of unincorporated association for tortious acts of association's nonmember agent or employee, 62 A.L.R.3d 1165.
GA Code § 14-10-8 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 10 - Professional Associations|§ 14-10-8. Management

  Board of governors; officers. A professional association organized pursuant to this chapter shall be governed by a board of governors elected by the members or shareholders and represented by officers elected by the board of governors so that centralization of management will be assured and no member shall have the power to bind the association within the scope of the association's business or profession merely by virtue of his being a member or shareholder of the association. Members of the board of governors need not be members or shareholders of the professional association. Officers, with the exception of the president, need not be members of the board of governors. No officer or member of the board of governors who is not duly licensed to practice the profession for which the professional association was organized shall participate in any decisions constituting the practice of said profession. The officers of the association shall include a president, vice-president, secretary, treasurer, and such other officers as the board of governors may determine. Any one person may serve in more than one office, except that the president and the secretary of the professional association shall not be the same person.   Bylaws. The members may adopt such bylaws as they may deem proper, or the power to promulgate bylaws of the association may be delegated by the articles of association to the board of governors of the professional association as the members or shareholders may decide.   Voting. Each member or shareholder shall have such power to cast such vote or votes at the meeting of the members or shareholders as the articles of association shall provide.   Agents and employees. The officers of the professional association may employ such agents or employees of the association as they may deem advisable, subject to Code Section 14-10-6.    (Ga. L. 1961, p. 404, § 8.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 6 Am. Jur. 2d, Associations and Clubs, § 6.
GA Code § 14-10-9 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 10 - Professional Associations|§ 14-10-9. Continuity of Existence Independent of Status or Acts of Members

 Unless the articles of association expressly provide otherwise, a professional association shall continue as a separate entity independent of its members or shareholders, for all purposes for such period of time as provided in the articles, or until dissolved by a vote of two-thirds of the members. An association shall continue notwithstanding the death, insanity, incompetency, conviction for felony, resignation, withdrawal, transfer of membership or ownership of shares, retirement, or expulsion of any one or more of the members or shareholders; the admission of or transfer of membership or shares to any new member or members or shareholder or shareholders; or the happening of any other event, which under the law of this state and under like circumstances would work a dissolution of a partnership, it being the aim and intention of this Code section that such professional association shall have continuity of life independent of the life or status of its members or shareholders. No member or shareholder of a professional association shall have the power to dissolve the association by his independent act of any kind.   (Ga. L. 1961, p. 404, § 9.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 6 Am. Jur. 2d, Associations and Clubs, §§ 1, 10.
GA Code § 14-10-10 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 10 - Professional Associations|§ 14-10-10. Ownership

  Stock-type and nonstock associations. A professional association organized pursuant to this chapter may issue stock or certificates evidencing ownership of an interest in the assets of the professional association to its members; the association may be a nonstock organization with the members owning no individual interest in the assets of the association but with the rights and duties specified in the articles of association; or the association may be a nonstock organization with the members owning undivided interests in the assets of the association according to the articles of association.   Transferability. The stock or certificates of ownership, if a stock-type association or a membership in a nonstock association, shall be freely transferable except as may be lawfully restricted in the articles of association.   Shareholders and members. A professional association may issue its capital stock if it is a stock-type association or accept as members of the professional association, if a nonstock association, only persons who are duly licensed or otherwise legally authorized to render the same professional service as that for which the professional association was organized.   Estate of deceased shareholder or member. Subject to the articles of association, the estate of a member or shareholder who was a person duly licensed or otherwise legally authorized to render the same professional service as that for which the professional association was organized may continue to hold stock or membership pursuant to the articles of association for a reasonable period of administration of the estate, but shall not be authorized to participate in any decisions concerning the rendering of professional service.    (Ga. L. 1961, p. 404, § 10.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, § 602 et seq.
GA Code § 14-10-11 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 10 - Professional Associations|§ 14-10-11. Severance of Connection With Association Required Upon Legal Disqualification of Member to Render Professional Service; Effect of Failure to Comply

 If any member, shareholder, agent, or employee of a professional association becomes legally disqualified to render a professional service within this state or accepts employment or is elected to a public office which, pursuant to existing law, is a restriction or limitation upon the rendering of professional service, he shall sever all employment with, or financial interest in, such professional association forthwith. A professional association's failure to comply or require compliance with this requirement shall be a ground for the forfeiture of its right to render professional service as a professional association pursuant to this chapter. When a professional association's failure to comply with this requirement is brought to the attention of the Secretary of State, the Secretary of State shall certify that fact to the Attorney General for appropriate action to dissolve the professional association.   (Ga. L. 1961, p. 404, § 11.)