reglab/housing_qa huggingface dataset:
GA Code § 14-8-41 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 8 - Partnerships|§ 14-8-41. Relations With Creditors Following Withdrawal, Expulsion, or Death of Existing Partners or Assignment of Partnership Rights to Third Parties

  When any partner withdraws, is expelled, or dies and the business of the dissolved partnership is continued by one or more of the partners, either alone or with others, without liquidation of the partnership affairs, creditors of the first or dissolved partnership are also creditors of the person or partnership continuing the business.   When all the partners or their representatives assign their rights in partnership property to one or more third persons who promise to pay the debts and who continue the business of the dissolved partnership, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.   The liability of a third person becoming a partner in the partnership continuing the business, under this Code section, to the creditors of the dissolved partnership shall be satisfied out of partnership property only.   When the business of a partnership after dissolution is continued under any conditions set forth in this Code section the creditors of the dissolved partnership, as against the separate creditors of the withdrawing or deceased partner or the representative of the deceased partner, have a prior right to any claim of the withdrawn partner or the representative of the deceased partner against the person or partnership continuing the business, on account of the withdrawn or deceased partner's interest in the dissolved partnership or on account of any consideration promised for such interest or for his right in partnership property.   Nothing in this Code section shall be held to modify any right of creditors to set aside any assignment on the ground of fraud.   The use by the person or partnership continuing the business of the partnership name, or the name of a deceased partner as part thereof, shall not of itself make the individual property of the deceased partner liable for any debts contracted by such person or partnership.     (Code 1981, §14-8-41, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1985, p. 1436, § 6.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 59A Am. Jur. 2d, Partnership, §§ 715, 750 et seq.   C.J.S.   - 68 C.J.S., Partnership, §§ 232 et seq., 343 et seq., 434, 435.   ALR.   - Construction and application of expulsion provision in medical partnership agreement, 87 A.L.R.3d 328.
GA Code § 14-8-42 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 8 - Partnerships|§ 14-8-42. Continuation of Business After Withdrawal or Death of a Partner

 When any partner withdraws or dies, and the business is continued under any of the conditions set forth in subsection (a) of Code Section 14-8-41 or paragraph (2) of subsection (b) of Code Section 14-8-38, without any settlement of accounts as between the withdrawn partner or the legal representative of the estate of a deceased partner and the persons or partnership continuing the business, unless otherwise agreed:    Such persons or partnership shall obtain the discharge of the withdrawn partner or the legal representative of the estate of the deceased partner, or appropriately hold him harmless from all present or future partnership liabilities, and shall ascertain the value of his interest at the date of dissolution; and   The withdrawn partner or legal representative of the estate of the deceased partner shall receive as an ordinary creditor an amount equal to the value of his interest in the dissolved partnership with interest, or, at his option, in lieu of interest, the profits attributable to the use of his right in the property of the dissolved partnership, provided that the creditors of the dissolved partnership as against the separate creditors, or the representative of the withdrawn or deceased partner, shall have priority on any claim arising under this Code section, as provided by subsection (d) of Code Section 14-8-41.     (Code 1981, §14-8-42, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1985, p. 1436, § 7; Ga. L. 1990, p. 257, § 33.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 59A Am. Jur. 2d, Partnership, §§ 85 et seq., 713 et seq.   C.J.S.   - 68 C.J.S., Partnership, §§ 305 et seq., 364 et seq.   ALR.   - Admissibility of evidence of plaintiff's or decedent's drawings from partnership or other business as evidence of earning capacity, in action for personal injury or death, 82 A.L.R.2d 679.
GA Code § 14-8-43 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 8 - Partnerships|§ 14-8-43. Rights of Partners to Accounting of Interest in Partnership Upon Dissolution

 The right to an account of his interest shall accrue to any partner, his assignee, or his legal representative, as against the winding up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary.    (Code 1981, §14-8-43, enacted by Ga. L. 1984, p. 1439, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 59A Am. Jur. 2d, Partnership, §§ 600 et seq., 656 et seq.   C.J.S.   - 68 C.J.S., Partnership, §§ 331, 348, 350, 351, 453 et seq., 455 et seq.   ALR.   - When statute of limitations commences to run on right of partnership accounting, 44 A.L.R.4th 678.
GA Code § 14-8-44 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 8 - Partnerships|§ 14-8-44. Law Governing Foreign Limited Liability Partnership

  The laws of the jurisdiction under which a foreign limited liability partnership is organized govern its organization and internal affairs and the liability of its partners, regardless of whether the foreign limited liability partnership procured or should have procured a certificate of authority under this chapter.   A foreign limited liability partnership may not be denied a certificate of authority by reason of any difference between the laws of the jurisdiction under which the foreign limited liability partnership is organized and the laws of this state.     (Code 1981, §14-8-44, enacted by Ga. L. 1994, p. 1674, § 2; Ga. L. 1995, p. 470, § 8.)   Editor's notes.   - Former Code Sections 14-8-44 through 14-8-92 were based on Laws 1840, Cobbs 1851 Digest, p. 589, 590; org. Code 1863, §§ 1900-1904, 1907-1921, 3495; Code 1868, §§ 1888-1892, 1895-1908, 1921, 3518; Code 1873, §§ 1884-1886, 1901-1918, 3576; Code 1882, §§ 1894-1899, 1901-1919, 3576; Code 1895, §§ 2637-2641, 2644-2660, 5346; Civil Code 1910, §§ 3162-3170, 3173-3190, 5941; Code 1933, §§ 75-107, 75-109, 75-203 - 75-210, 75-301 - 75-315, 110-309; and Ga. L. 1982, p. 3, § 14 and were repealed by Ga. L. 1984, p. 1439, § 1, effective April 1, 1985.   Law reviews.   - For note on the 1994 amendment of Code Sections 14-8-44 to 14-8-61, see 11 Ga. St. U. L. Rev. 77 (1994).
GA Code § 14-8-47 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 8 - Partnerships|§ 14-8-47. Issuance of Certificate of Authority to Foreign Limited Liability Partnership

  If the Secretary of State finds that an application for a certificate of authority conforms to law and all requisite fees and any penalty due pursuant to Code Section 14-8-52 have been paid, the Secretary of State shall:   Stamp or otherwise endorse his or her official title and the date and time of receipt on the application;   File in his or her 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 such person's representative.   If the certificate of authority is issued by the Secretary of State, a foreign limited liability 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, §14-8-47, enacted by Ga. L. 1994, p. 1674, § 2.)   Editor's notes.   - For repeal of former Code Section 14-8-47 in 1984, see the Editor's notes following Code Section 14-8-44.
GA Code § 14-8-48 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 8 - Partnerships|§ 14-8-48. Name of Foreign Limited Liability Partnership

  A foreign limited liability 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 jurisdiction of organization; provided, however, that such name:   Must contain the words "limited liability partnership" or "limited liability limited partnership" (it being permitted to abbreviate the word "limited" as "ltd.") or the abbreviation "L.L.P." or "L.L.L.P." or the designation "LLP" or "LLLP";   Must be distinguishable on the records of the Secretary of State from the name of any corporation, nonprofit corporation, limited partnership, foreign limited liability partnership, professional corporation, professional association, limited liability company, or limited liability partnership on file with the Secretary of State pursuant to this title; and   May not contain any words indicating that the business is organized other than as a limited liability partnership.     Whenever a foreign limited liability partnership is unable to procure a certificate of authority to transact business in this state because its name does not comply with paragraph (2) of subsection (a) of this Code section, 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 jurisdiction where it is organized. If in the judgment of the Secretary of State the name of the foreign limited liability partnership with such addition would comply with subsection (a) of this Code section, subsection (a) of this Code section shall not be a bar to the issuance to such foreign limited liability partnership of a certificate of authority to transact business in this state.In such case, any such certificate issued to such foreign limited liability partnership shall be issued in its name with such additions, and the foreign limited liability partnership shall use such name with such additions in all its dealings with the Secretary of State.     (Code 1981, §14-8-48, enacted by Ga. L. 1994, p. 1674, § 2; Ga. L. 1995, p. 470, § 10; Ga. L. 1996, p. 787, § 2; Ga. L. 1997, p. 143, § 14.)   Editor's notes.   - For repeal of former Code Section 14-8-48 in 1984, see the Editor's notes following Code Section 14-8-44.
GA Code § 14-8-49 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 8 - Partnerships|§ 14-8-49. Change of Name of Foreign Limited Liability Partnership

 A foreign limited liability partnership authorized to transact business in this state must procure an amended certificate of authority from the Secretary of State if it changes its name or its jurisdiction of organization. The requirements of Code Sections 14-8-45 and 14-8-47 for procuring an original certificate of authority shall apply to procuring an amended certificate under this Code section.    (Code 1981, §14-8-49, enacted by Ga. L. 1994, p. 1674, § 2.)   Editor's notes.   - For repeal of former Code Section 14-8-49 in 1984, see the Editor's notes following Code Section 14-8-44.
GA Code § 14-8-50 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 8 - Partnerships|§ 14-8-50. Withdrawal of Foreign Limited Liability Partnership From State

  A foreign limited liability partnership authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State.   A foreign limited liability 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 foreign limited liability partnership and the name of the jurisdiction under whose laws 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 subsection may be mailed under subsection (c) of this Code section; 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 subsection.     After the withdrawal of the foreign limited liability partnership is effective, service of process on the Secretary of State under this Code section is service on the foreign limited liability partnership.Any party that serves process on the Secretary of State in accordance with this subsection shall also mail a copy of the process to the foreign limited liability partnership at the mailing address provided pursuant to subsection (b) of this Code section.     (Code 1981, §14-8-50, enacted by Ga. L. 1994, p. 1674, § 2.)   Editor's notes.   - For repeal of former Code Section 14-8-50 in 1984, see the Editor's notes following Code Section 14-8-44.
GA Code § 14-8-51 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 8 - Partnerships|§ 14-8-51. Grounds for Revocation of Certificate of Authority of Foreign Limited Liability Partnership

 The Secretary of State may commence a proceeding under Code Section 14-8-52 to revoke the certificate of authority of a foreign limited liability partnership authorized to transact business in this state if:    The foreign limited liability partnership does not deliver its annual registration to the Secretary of State within 60 days after it is due;   The foreign limited liability partnership does not pay within 60 days after they are due any fees, taxes, or penalties imposed by this chapter or other law;   The foreign limited liability partnership is without a registered agent or registered office in this state for 60 days or more;   The foreign limited liability partnership does not inform the Secretary of State under Code Section 14-8-46 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within 60 days of the change, resignation, or discontinuation;   A partner or agent of the foreign limited liability partnership signed a document such person knew was false in a material respect with intent that the document be delivered to the Secretary of State for filing; or   The Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody of records in the jurisdiction under whose law the foreign limited liability partnership is organized stating that it has been dissolved, terminated, or disappeared as a result of a merger.     (Code 1981, §14-8-51, enacted by Ga. L. 1994, p. 1674, § 2.)   Editor's notes.   - For repeal of former Code Section 14-8-51 in 1984, see the Editor's notes following Code Section 14-8-44.
GA Code § 14-8-53 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 8 - Partnerships|§ 14-8-53. Appeal From Revocation of Certificate of Authority by Foreign Limited Liability Partnership

  A foreign limited liability partnership may appeal the Secretary of State's revocation of its certificate of authority to the Superior Court of Fulton County within 30 days after service of the certificate of revocation is perfected under Code Section 14-8-52.The foreign limited liability partnership appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State's certificate of revocation.   The court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate.   The court's final decision may be appealed as in other civil proceedings.     (Code 1981, §14-8-53, enacted by Ga. L. 1994, p. 1674, § 2.)   Editor's notes.   - For repeal of former Code Section 14-8-53 in 1984, see the Editor's notes following Code Section 14-8-44.
GA Code § 14-8-54 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 8 - Partnerships|§ 14-8-54. Transaction of Business Without Certificate of Authority by Foreign Limited Liability Partnership

  A foreign limited liability partnership transacting business in this state may not maintain an action, suit, or proceeding in a court of this state until it is authorized to transact business in this state.   The failure of a foreign limited liability partnership to procure a certificate of authority does not impair the validity of any contract or act of the foreign limited liability partnership or prevent the foreign limited liability partnership from defending any action, suit, or proceeding in any court of this state.   A foreign limited liability partnership that transacts business in this state without registering as required by this chapter shall be liable to the state:   For all fees which would have been imposed by this chapter upon such foreign limited liability partnership had it registered as required by this chapter; and   If it has not been authorized to transact business in this state within 30 days after the first day on which it transacts business in this state, for a penalty of $500.00 for each year or part thereof during which it so transacts business.       (Code 1981, §14-8-54, enacted by Ga. L. 1994, p. 1674, § 2.)   Editor's notes.   - For repeal of former Code Section 14-8-54 in 1984, see the Editor's notes following Code Section 14-8-44.
GA Code § 14-8-55 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 8 - Partnerships|§ 14-8-55. Action to Restrain Foreign Limited Liability Partnership From Transacting Business in State

 The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of this chapter.    (Code 1981, §14-8-55, enacted by Ga. L. 1994, p. 1674, § 2.)   Editor's notes.   - For repeal of former Code Section 14-8-55 in 1984, see the Editor's notes following Code Section 14-8-44.
GA Code § 14-8-56 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 8 - Partnerships|§ 14-8-56. Annual Registration of Foreign Limited Liability Partnership

  Each foreign limited liability partnership authorized to transact business in this state shall deliver to the Secretary of State for filing an annual registration that sets forth:   The name of the foreign limited liability partnership and the jurisdiction under whose laws it is organized;   The street address and county of its registered office in this state and the name of its registered agent at that office;   The address of the office it is required to maintain in the jurisdiction of its organization by the laws of that jurisdiction or, if no such office is required to be maintained, of its principal office;   The address of the office at which is kept a list of the names and addresses of the partners and other owners of the foreign limited liability partnership;   The name and a business address of a partner who has substantial responsibility for managing the business activities of the foreign limited liability partnership;and   Any additional information that is necessary to enable the Secretary of State to carry out the provisions of this chapter.     Information in the annual registration must be current as of the date the annual registration is executed on behalf of the foreign limited liability partnership.   The first annual registration must be delivered to the Secretary of State between January 1 and April 1, or such other date as the Secretary of State may specify by rules or regulations, of the year following the calendar year in which the foreign limited liability partnership was authorized to transact business in this state.Subsequent annual registrations must be delivered to the Secretary of State between January 1 and April 1, or such other date as the Secretary of State may specify by rules or regulations, of the following calendar years.   If an annual registration does not contain the information required by this Code section, the Secretary of State shall promptly notify the reporting foreign limited liability partnership in writing and return the report to it for correction.If the report is corrected to contain the information required by this Code section and delivered to the Secretary of State within 30 days after the effective date of notice, it is deemed to be timely filed.     (Code 1981, §14-8-56, enacted by Ga. L. 1994, p. 1674, § 2.)   Editor's notes.   - For repeal of former Code Section 14-8-56 in 1984, see the Editor's notes following Code Section 14-8-44.
GA Code § 14-8-56.1 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 8 - Partnerships|§ 14-8-56.1. Valid Period for Annual Registration

 Notwithstanding any other law to the contrary, the Secretary of State may provide for the annual registration required under this chapter to be valid for a period up to and including three years. The Secretary of State is authorized to adopt the necessary rules and regulations to implement such a registration process.    (Code 1981, §14-8-56.1, enacted by Ga. L. 2017, p. 145, § 1-5/HB 87.)
GA Code § 14-8-57 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 8 - Partnerships|§ 14-8-57. Filing Fees Pertaining to Foreign Limited Liability Partnerships

 The Secretary of State shall collect the following fees and penalties when the documents described below are delivered to the Secretary of State for filing pursuant to the chapter:   Document Fee -------- --- (1) Application for certificate of authority to transact business $ 200.00 (2) Statement of change of registered office or registered agent . . . . . $5.00 per foreign limited liability partnership, but not less than 20.00 (3) Registered agent's statement of resignation pursuant to subsection (e) of Code Section 14-8-46 No fee (4) Annual registration 25.00 (5) Penalty for late filing of annual registration 25.00 (6) Application of withdrawal No fee (7) Any other document required or permitted to be filed by this chapter 20.00    (Code 1981, §14-8-57, enacted by Ga. L. 1994, p. 1674, § 2; Ga. L. 2008, p. 253, § 10/SB 436.)   Editor's notes.   - For repeal of former Code Section 14-8-57 in 1984, see the Editor's notes following Code Section 14-8-44.
GA Code § 14-8-58 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 8 - Partnerships|§ 14-8-58. Administrative Power of Secretary of State Pertaining to Foreign Limited Liability Partnership Laws

 The Secretary of State shall have the power and authority reasonably necessary to enable him or her to administer this chapter efficiently and to perform the duties imposed upon him or her pursuant to this chapter, including, without limitation, the power and authority to employ from time to time such additional personnel as in his or her judgment are required for such purposes.    (Code 1981, §14-8-58, enacted by Ga. L. 1994, p. 1674, § 2.)   Editor's notes.   - For repeal of former Code Section 14-8-58 in 1984, see the Editor's notes following Code Section 14-8-44.