GA Code § 14-9A-70 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 9A - Limited Partnerships|Article 1 - Limited Partnerships Formed Since February 15, 1952|Part 4 - General Partners|§ 14-9A-70. Rights, Powers, and Liabilities of General Partner

 A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners, except that without the written consent or ratification of the specific act by all the limited partners, a general partner or all of the general partners have no authority to:    Do any act in contravention of the certificate required under Code Section 14-9A-20;   Do any act which would make it impossible to carry on the ordinary business of the partnership;   Confess a judgment against the partnership;   Possess partnership property, or assign their rights in specific partnership property, for other than a partnership purpose;   Admit a person as a general partner, unless the partnership agreement provides otherwise;   Admit a person as a limited partner, unless the right so to do is given in the certificate;   Continue the business with partnership property on the death, retirement, or insanity of a general partner, unless the right so to do is given in the certificate.     (Ga. L. 1952, p. 375, § 9; Code 1981, §14-9-70; Code 1981, §14-9A-70, as redesignated by Ga. L. 1988, p. 1016, § 1.)   Law reviews.   - For article on the definition of a security in light of the 1973 Georgia Securities Act and the need for maximizing investor protection, see 30 Emory L.J. 73 (1981).   JUDICIAL DECISIONS    General partner in limited partnership has same rights and liabilities of partner in ordinary partnership. Sugarman v. Shaginaw, 151 Ga. App. 621, 260 S.E.2d 731 (1979).   General partner can bind limited partnership by execution of note.    - A general partner in a limited partnership has power to bind the partnership by that partner's execution of a promissory note on behalf of the partnership where nothing in a limited partnership agreement would limit the power of its general partners to bind the limited partnership in such a manner. Tara Apts., Ltd. v. Citizens & S. Nat'l Bank, 149 Ga. App. 577, 254 S.E.2d 897 (1979).    To bind assets of partner, partner must be served and have that partner's day in court. Sugarman v. Shaginaw, 151 Ga. App. 621, 260 S.E.2d 731 (1979).   Agreement construed to make it impossible for partnership to function.    - Partnership agreement which referred to the security deed held by a general partner and specified that certain capital contributions were to be used to retire that obligation was deemed to be written consent to general partner's foreclosure on security deed which made it impossible for the partnership to carry on its ordinary business. Westminster Properties, Inc. v. Atlanta Assocs., 250 Ga. 841, 301 S.E.2d 636 (1983).    Cited in Coop Mtg. Invs. Assocs. v. Pendley, 134 Ga. App. 236, 214 S.E.2d 572 (1975); North Peachtree I-285 Properties, Ltd. v. Hicks, 136 Ga. App. 426, 221 S.E.2d 607 (1975); Atlanta Whses., Inc. v. Housing Auth., 143 Ga. App. 588, 239 S.E.2d 387 (1977); Third World, Ltd. No. II v. Brewmasters of Augusta, Inc., 155 Ga. App. 352, 270 S.E.2d 891 (1980).   OPINIONS OF THE ATTORNEY GENERAL   Foreign corporation as general partner.   - A foreign corporation transacting business in Georgia as a general partner in a limited partnership must qualify to do business under O.C.G.A. Ch. 2, T. 14. 1982 Op. Att'y Gen. No. 82-95.   Licensing requirements for general partner who manages partnership property.    - To the extent the general partner in a limited partnership manages the property owned by the partnership full time and receives no separate fee, commission, or salary for the brokerage aspects of this management, it would appear that the general partner is excepted from the licensure and regulatory requirements under former § 43-40-29(7) (now O.C.G.A. § 43-40-29(a)(7)), but, if the general partner also managed the property of others, the exception under former § 43-40-29(7) (now O.C.G.A. § 43-40-29(a)(7)) would not apply and that person would be required to be licensed by the commission. 1984 Op. Att'y Gen. No. 84-80.   RESEARCH REFERENCES   Am. Jur. 2d.   - 59A Am. Jur. 2d, Partnership, § 829 et seq.   C.J.S.   - 68 C.J.S., Partnership, § 582 et seq.   U.L.A.   - Uniform Limited Partnership Act (U.L.A.) § 9.   ALR.   - Powers, duties, and accounting responsibilities of managing partner of mining partnership, 24 A.L.R.2d 1359.   Partner's breach of fiduciary duty to copartner on sale of partnership interest to another partner, 4 A.L.R.4th 1122.   Derivative liability of partner for punitive damages for wrongful act of copartner, 14 A.L.R.4th 1335.