reglab/statecodes huggingface dataset:
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 2 - FORMATION, AMENDMENT, CANCELLATION, MERGER (§§ 14-9-201 — 14-9-206.9) › Section 14-9-203 - Certificate of cancellation

A certificate of cancellation may be filed in the office of the Secretary of State when all debts, liabilities, and obligations of the limited partnership have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining property and assets of the limited partnership have been distributed to the partners, or when there are no limited partners. Such certificate shall set forth:
(1)
The name of the limited partnership;
(2)
The date of filing of its certificate of limited partnership;
(3)
The basis permitted by this Code section for filing the certificate of cancellation;
(4)
If the cancellation is to become effective later than the date of filing, the effective date of cancellation or effective time and date, which may not be later than 90 days after the filing date of the cancellation; and
(5)
Any other information determined to be necessary by the general partners filing the certificate.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 2 - FORMATION, AMENDMENT, CANCELLATION, MERGER (§§ 14-9-201 — 14-9-206.9) › Section 14-9-204 - Execution of certificates

(a)
Each certificate required by this article to be filed in the office of the Secretary of State must be executed, in such form as may be prescribed by the Secretary of State, in the following manner:
(1)
An original certificate of limited partnership must be signed by all general partners;
(2)
A certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner;
(3)
A certificate of cancellation must be signed by all general partners; and
(4)
A certificate of merger must be executed by at least one general partner of any surviving limited partnership.
(b)
Any person may sign a certificate by an attorney in fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 2 - FORMATION, AMENDMENT, CANCELLATION, MERGER (§§ 14-9-201 — 14-9-206.9) › Section 14-9-205 - Execution by judicial act

(a)
If a person required by Code Section
14-9-204
to execute a certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the superior court of the county where the registered office of the limited partnership is located to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the Secretary of State to record an appropriate certificate.
(b)
The court shall assess the costs and expenses of such proceeding against the limited partnership, except that all or any part of such costs and expenses may be apportioned and assessed, as the court may determine, against any or all of the persons required by Code Section
14-9-204
to execute a certificate who failed or refused to do so if the court finds that such failure or refusal was arbitrary, vexatious, or otherwise not in good faith.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 2 - FORMATION, AMENDMENT, CANCELLATION, MERGER (§§ 14-9-201 — 14-9-206.9) › Section 14-9-206 - Filing with Secretary of State

(a)
A signed copy, and facsimile thereof, of the certificate of limited partnership and of any certificates of amendment, cancellation, or merger, or of any judicial decree of amendment, cancellation, or merger must be delivered to the Secretary of State; provided, however, that if the document is electronically transmitted, the electronic version of such person's name may be used in lieu of a signature. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his or her authority as a prerequisite to filing. Unless the Secretary of State finds that a certificate does not conform to law, upon receipt of all filing fees required by law he or she shall:
(1)
Stamp or otherwise endorse his or her official title and the date and time of receipt on both the original and the facsimile copy;
(2)
File the signed copy in his or her office; and
(3)
Return the facsimile of the signed copy to the person who filed it or to his or her representative.
(b)
Upon the later of the filing of a certificate of amendment pursuant to this Code section or the effective time, or effective date and time, of the amendment pursuant to paragraph (4) of subsection (a) of Code Section
14-9-202
, or upon the recording pursuant to Code Section
14-9-205
of a certificate of amendment, the certificate of limited partnership is amended as set forth in the certificate of amendment.
(c)
Upon the later of the filing of a certificate of cancellation pursuant to this Code section or the effective time or the effective date and time of the cancellation pursuant to paragraph (4) of Code Section
14-9-203
, or upon the recording pursuant to Code Section
14-9-205
of a certificate of cancellation, the certificate of limited partnership is canceled.
(d)
Upon the later of the filing of a certificate of merger pursuant to this Code section or the effective time or the effective date and time pursuant to paragraph (4) of subsection (b) of Code Section
14-9-206.1
of a certificate of merger, or upon the recording pursuant to Code Section
14-9-205
of a certificate of merger, the constituent entities named in the certificate are merged.
(e)
Notwithstanding the provisions of this chapter, the Secretary of State may authorize the filing of documents by electronic transmission, following the provisions of Chapter 12 of Title 10, the "Uniform Electronic Transactions Act," and the Secretary of State shall be authorized to promulgate such rules and regulations as are necessary to implement electronic filing procedures.
Amended by 2009 Ga. Laws 141,§ 2, eff. 7/1/2009.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 2 - FORMATION, AMENDMENT, CANCELLATION, MERGER (§§ 14-9-201 — 14-9-206.9) › Section 14-9-206.3 - Articles of correction; effective date

(a)
A limited partnership may correct a document filed by the Secretary of State if the document:
(1)
Contains an incorrect statement; or
(2)
Was defectively executed, attested, sealed, verified, or acknowledged.
(b)
A document is corrected:
(1)
By preparing articles of correction that:
(A)
Describe the document, including its filing date;
(B)
Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and
(C)
Correct the incorrect statement or defective execution; and
(2)
By delivering the articles of correction to the Secretary of State for filing.
(c)
Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
Amended by 2002 Ga. Laws 872, § 13, eff. 7/1/2002.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 2 - FORMATION, AMENDMENT, CANCELLATION, MERGER (§§ 14-9-201 — 14-9-206.9) › Section 14-9-206.5 - Annual registration

(a)
Each domestic limited partnership and each foreign limited partnership authorized to transact business in this state shall deliver to the Secretary of State for filing an annual registration that sets forth:
(1)
The name of the limited partnership and the state under whose law it is organized;
(2)
The street address and county of its registered office and the name of its registered agent at that office in this state;
(3)
The mailing address of its principal office; and
(4)
Any additional information that is necessary to enable the Secretary of State to carry out the provisions of this chapter.
(b)
Information in the annual registration must be current as of the date the annual registration is executed on behalf of the limited partnership.
(c)
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 a domestic limited partnership was organized or a foreign limited partnership was authorized to transact business. 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.
(d)
If an annual registration does not contain the information required by this Code section, the Secretary of State shall promptly notify the reporting domestic or foreign limited 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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 2 - FORMATION, AMENDMENT, CANCELLATION, MERGER (§§ 14-9-201 — 14-9-206.9) › Section 14-9-206.7 - Failure to file under chapter for three consecutive years

A limited partnership, domestic or foreign, which fails for three consecutive years to meet any filing requirement of this chapter may be placed on an inactive filing status in the automated data base of the Secretary of State and its name shall become available for reservation pursuant to Code Section
14-9-103
. Such inactive status shall not affect any limitation on personal liability of a limited partner as provided by this chapter.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 2 - FORMATION, AMENDMENT, CANCELLATION, MERGER (§§ 14-9-201 — 14-9-206.9) › Section 14-9-206.9 - 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.
Added by 2017 Ga. Laws 47,§ 1-6, eff. 7/1/2017.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 3 - LIMITED PARTNERS (§§ 14-9-301 — 14-9-305) › Section 14-9-301 - Admission of limited partners

(a)
Subject to subsection (b) of this Code section, a person may become a limited partner in a limited partnership:
(1)
In the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide in writing, upon the written consent of all partners; and
(2)
In the case of an assignee of a partnership interest, as provided in Code Section
14-9-704
.
(b)
The effective time of admission of a limited partner to a limited partnership shall be the later of:
(1)
The date the limited partnership is formed; or
(2)
The time provided in the partnership agreement, or if no such time is provided therein, then when the person's admission is reflected in the records of the limited partnership.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 3 - LIMITED PARTNERS (§§ 14-9-301 — 14-9-305) › Section 14-9-302 - Voting rights; additional rights, powers, and duties

(a)
The partnership agreement may grant:
(1)
The right to vote to all or certain identified limited partners or specified classes or groups of the limited partners on a per capita or any other basis, separately or with all or any class or group of the limited partners or the general partners, on all matters or on one or more specified matters; and
(2)
Dissenters' rights to all or certain identified limited partners.
(b)
A partnership agreement that grants a right to vote may set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any limited partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote. Subject to such provisions in the partnership agreement, the matters referred to in this subsection may be decided by the general partners.
(c)
In addition to the relative rights, powers, and duties authorized by subsections (a) and (b) of this Code section, a partnership agreement may provide for classes or groups of limited partners to have such relative rights, powers, and duties as the partnership agreement may provide.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 3 - LIMITED PARTNERS (§§ 14-9-301 — 14-9-305) › Section 14-9-303 - Liability

A limited partner is not liable for the obligations of a limited partnership by reason of being a limited partner and does not become so by participating in the management or control of the business.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 3 - LIMITED PARTNERS (§§ 14-9-301 — 14-9-305) › Section 14-9-305 - Inspection of partnership records; information

(a)
Subject to such reasonable procedural standards as may be set forth in the partnership agreement or otherwise established by the general partners, a limited partner may, for any purpose reasonably related to the limited partner's interest as a limited partner:
(1)
Upon his reasonable request during ordinary business hours inspect at the registered office of the limited partnership and copy at his expense any partnership record required to be maintained by Code Section
14-9-105
;
(2)
Upon his reasonable request during ordinary business hours inspect and copy at his expense other partnership books and records of account; and
(3)
Obtain from the general partners from time to time upon reasonable request:
(A)
True information to such extent and in such form as is reasonably related to such limited partner's interest as a limited partner, regarding the state of the business and financial condition of the limited partnership;
(B)
Promptly after becoming available, a copy of the limited partnership's federal, state, and local income tax returns for each year; and
(C)
Other information regarding the affairs of the limited partnership as is just and reasonable; provided, however, that a general partner shall have the right to keep confidential from limited partners for such period of time as the general partner deems reasonable, any information which the general partner reasonably believes to be in the nature of trade secrets or other information, the disclosure of which the general partner in good faith believes is not in the best interests of the limited partnership or could damage the limited partnership or its business or which the limited partnership is required by law or by agreement with a third party to keep confidential.
(b)
If the limited partnership or a partner or agent of the limited partnership refuses to permit the inspection authorized by subsection (a) of this Code section, the limited partner demanding inspection may apply to the superior court for the county in which the registered office of the limited partnership is located, upon such notice as the court may require, for an order directing the limited partnership, its partners, or agent to show cause why an order permitting such inspection by the applicant should not be granted. The court shall hear the parties summarily, by affidavit or otherwise, and if the limited partnership fails to establish that the applicant is not entitled to such inspection, the court shall grant an order permitting such inspection, subject to any limitations which the court may prescribe, and grant such other relief, including costs and reasonable attorneys' fees, as the court may deem just and proper.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 4 - GENERAL PARTNERS (§§ 14-9-401 — 14-9-405) › Section 14-9-401 - Admission of additional general partners

After the formation of a limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 4 - GENERAL PARTNERS (§§ 14-9-401 — 14-9-405) › Section 14-9-403 - Rights, powers, and liabilities generally

(a)
Except as otherwise provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of and liabilities to the partnership and to the other partners of a partner in a partnership without limited partners.
(b)
Except as otherwise provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners.
(c)
If a limited partnership is a limited liability partnership under Chapter 8 of this title, then, except as otherwise provided in this chapter or in the partnership agreement, the liabilities of each general partner of such limited partnership shall be determined by reference to the provisions of Chapter 8 of this title regarding limited liability partnerships.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 4 - GENERAL PARTNERS (§§ 14-9-401 — 14-9-405) › Section 14-9-404 - Rights, powers, and liabilities of general partner who is also limited partner

A person may be both a general partner and a limited partner in a limited partnership if his interests are separately designated in the partnership agreement. A person who is both a general partner and a limited partner has the rights and powers and is subject to the restrictions and liabilities of a general partner and, except as provided in the partnership agreement, also has the rights and powers and is subject to the restrictions and liabilities, if any, of a limited partner to the extent of his participation in the partnership as a limited partner.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 4 - GENERAL PARTNERS (§§ 14-9-401 — 14-9-405) › Section 14-9-405 - Voting rights; additional rights, powers, and duties

(a)
The partnership agreement may grant:
(1)
The right to vote to all or certain identified general partners or specified classes or groups of the general partners on a per capita or any other basis, separately or with all or any class or group of the limited partners or the general partners, on all matters or on one or more specified matters; and
(2)
Dissenters' rights to all or certain identified general partners.
(b)
A partnership agreement that grants a right to vote may set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any general partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote. Subject to such provisions in the partnership agreement, the matters referred to in this subsection may be decided by the general partners.
(c)
In addition to the relative rights, powers, and duties authorized by subsections (a) and (b) of this Code section and by Code Section
14-9-504
, a partnership agreement may provide for classes or groups of general partners having such relative rights, powers, and duties as the partnership agreement may provide.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 5 - FINANCE (§§ 14-9-501 — 14-9-503) › Section 14-9-501 - Form of contribution

The contribution of a partner to the capital of a limited partnership may be in such form as is provided in the partnership agreement, including, unless otherwise provided therein but without limitation, cash, property, and services rendered, and may be made in such manner as is provided in the partnership agreement, including, unless otherwise provided therein but without limitation, by delivery of a promissory note or other obligation to contribute cash or property or to perform services.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 5 - FINANCE (§§ 14-9-501 — 14-9-503) › Section 14-9-502 - Promise to contribute; liability for contribution

(a)
Notwithstanding any other provision of law regarding unwritten contracts, including but not limited to Code Section
13-5-31
, a promise by a person to make a contribution to the capital of a limited partnership is not enforceable unless set out in a writing signed by the person or his attorney in fact.
(b)
Except as provided in the partnership agreement:
(1)
A partner is obligated to the limited partnership to perform an otherwise enforceable promise to contribute cash or property or to perform services and to pay interest on the agreed contribution from the date the contribution is due; and
(2)
This obligation exists even if the partner is unable to perform because of death, disability, or any other reason.
(c)
Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution to the capital of the partnership may be reduced or eliminated only by consent of all partners.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 5 - FINANCE (§§ 14-9-501 — 14-9-503) › Section 14-9-503 - Allocations among partners

All deductions, credits, income, gains, losses, and distributions of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, all allocations shall be made on the basis of the amount, as stated in the partnership records required to be kept pursuant to Code Section
14-9-105
, of the contributions made by each partner to the extent that they have been received by the partnership and have not been returned.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 6 - DISTRIBUTIONS AND WITHDRAWAL (§§ 14-9-601 — 14-9-606) › Section 14-9-601 - Interim distributions; redemption of interest of partner

(a)
A partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof only to the extent and at the times or upon occurrence of the events specified in the partnership agreement.
(b)
A limited partnership may redeem all or a portion of the interest of any limited or general partner in accordance with the partnership agreement or as agreed among all of the persons who are partners at the time of redemption.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 6 - DISTRIBUTIONS AND WITHDRAWAL (§§ 14-9-601 — 14-9-606) › Section 14-9-603 - Withdrawal of limited partner

A limited partner may withdraw from a limited partnership at the time or upon the occurrence of events specified in writing in the partnership agreement.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 6 - DISTRIBUTIONS AND WITHDRAWAL (§§ 14-9-601 — 14-9-606) › Section 14-9-604 - Distribution upon withdrawal

Subject to contrary provision in the partnership agreement, a withdrawing partner is entitled to receive, within a reasonable time after withdrawal, the fair value as of the date of withdrawal of the interest in the limited partnership with respect to which the withdrawal has occurred.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 6 - DISTRIBUTIONS AND WITHDRAWAL (§§ 14-9-601 — 14-9-606) › Section 14-9-605 - Form of distribution

Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand or to receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 6 - DISTRIBUTIONS AND WITHDRAWAL (§§ 14-9-601 — 14-9-606) › Section 14-9-606 - Right to distribution

Except as otherwise provided in the partnership agreement at the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 7 - PARTNERSHIP INTERESTS (§§ 14-9-701 — 14-9-705) › Section 14-9-701 - Nature of partnership interest

A partnership interest is personal property. A partner has no interest in specific partnership property.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 7 - PARTNERSHIP INTERESTS (§§ 14-9-701 — 14-9-705) › Section 14-9-702 - Assignment of partnership interest

(a)
Unless otherwise provided in the partnership agreement:
(1)
A partnership interest is assignable in whole or in part;
(2)
An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner;
(3)
An assignment entitles the assignee to receive, to the extent assigned, the assignor's partnership interest;
(4)
Until the assignee of a partnership interest becomes a partner, the assignor partner continues to be a partner and to have the power to exercise any rights or powers of a partner, except to the extent those rights or powers are assigned; provided that on the assignment by a general partner of all of the general partner's rights as a general partner, the general partner's status as a general partner may be terminated by the affirmative vote of a majority in interest of the limited partners;
(5)
Until an assignee of a partnership interest becomes a partner, the assignee has no liability as a partner solely as a result of the assignment; and
(6)
The assignor of a partnership interest is not released from his liability as a partner solely as a result of the assignment.
(b)
A written partnership agreement may provide that a partner's partnership interest may be evidenced by a certificate of partnership interest issued by the limited partnership and may also provide for the assignment or transfer of a partnership interest represented by such a certificate and make other provisions with respect to those certificates.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 7 - PARTNERSHIP INTERESTS (§§ 14-9-701 — 14-9-705) › Section 14-9-703 - Rights of creditor

(a)
On application to a competent court by a judgment creditor of a partner or of any assignee of a partner, the court may charge the partnership interest of the partner or such assignee with payment of the unsatisfied amount of the judgment, with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter shall not deprive any partner of the benefit of any exemption laws applicable to his partnership interest.
(b)
The remedy conferred by this Code section shall not be deemed exclusive of others which may exist, including, without limitation, the right of a judgment creditor to reach the interest of a partner in the partnership by process of garnishment served on the partnership.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 7 - PARTNERSHIP INTERESTS (§§ 14-9-701 — 14-9-705) › Section 14-9-704 - Right of assignee to become limited partner

(a)
An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:
(1)
The partnership agreement so provides; or
(2)
All other partners consent.
(b)
An assignee who has become a limited partner has, to the extent assigned, the rights and powers and is subject to the restrictions and liabilities of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make contributions as provided in Code Section
14-9-502
. However, unless otherwise agreed between the assignee and the assignor, such assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner and which could not be ascertained from the written partnership agreement.
(c)
Subject to contrary provision in the partnership agreement, if an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under Code Section
14-9-502
.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 7 - PARTNERSHIP INTERESTS (§§ 14-9-701 — 14-9-705) › Section 14-9-705 - Power of legal representative of deceased or incompetent partner

(a)
If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, conservator, or other legal representative may exercise all the partner's rights for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.
(b)
The estate of a deceased partner or the successor of a partner that is a dissolved or terminated corporation, trust, or other entity shall be liable for all of the partner's liabilities as a partner.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 8 - DISSOLUTION (§§ 14-9-801 — 14-9-805) › Section 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:
(1)
Events specified in writing in the partnership agreement;
(2)
Written consent of all partners;
(3)
An event of withdrawal of a general partner unless:
(A)
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
(B)
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
(4)
Entry of a decree of judicial dissolution under Code Section
14-9-802
.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 8 - DISSOLUTION (§§ 14-9-801 — 14-9-805) › Section 14-9-802 - Judicial dissolution

On application by or for a partner, the court may decree dissolution of a limited partnership whenever:
(1)
It is not reasonably practicable to carry on the business in conformity with the partnership agreement; or
(2)
A general partner has been guilty of such misconduct as tends to affect prejudicially the carrying on of the business.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 8 - DISSOLUTION (§§ 14-9-801 — 14-9-805) › Section 14-9-803 - Winding up

(a)
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.
(b)
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:
(1)
Prosecute and defend suits, whether civil, criminal, or administrative;
(2)
Settle and close the limited partnership's business;
(3)
Dispose of and convey the limited partnership's property for cash;
(4)
Discharge the limited partnership's liabilities; and
(5)
Distribute to the partners any remaining assets of the limited partnership.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 8 - DISSOLUTION (§§ 14-9-801 — 14-9-805) › Section 14-9-804 - Distribution of assets

Upon the winding up of a limited partnership, the assets must be distributed as follows:
(1)
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
;
(2)
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
(3)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 8 - DISSOLUTION (§§ 14-9-801 — 14-9-805) › Section 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
.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 9 - FOREIGN LIMITED PARTNERSHIPS (§§ 14-9-901 — 14-9-908) › Section 14-9-901 - Laws governing

Subject to the Constitution of this state:
(1)
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
(2)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 9 - FOREIGN LIMITED PARTNERSHIPS (§§ 14-9-901 — 14-9-908) › Section 14-9-903 - Issuance of certificate

(a)
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:
(1)
Stamp or otherwise endorse his official title and the date and time of receipt on the application;
(2)
File in his office a copy of the application; and
(3)
Issue a certificate of authority to transact business in this state.
(b)
The certificate of authority must be returned to the person who filed the application or his representative.
(c)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 9 - FOREIGN LIMITED PARTNERSHIPS (§§ 14-9-901 — 14-9-908) › Section 14-9-904 - Name

(a)
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.
(b)
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.
(c)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 9 - FOREIGN LIMITED PARTNERSHIPS (§§ 14-9-901 — 14-9-908) › Section 14-9-905 - Change of name or state of organization; foreign limited partnership converting to foreign limited liability company or foreign corporation

(a)
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.
(b)
If a foreign limited partnership authorized to transact business in this state converts into a foreign limited liability company:
(1)
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
(2)
If such notice is timely given:
(A)
The authorization of such entity to transact business in this state shall continue without interruption; and
(B)
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.
(c)
If a foreign limited partnership authorized to transact business in this state converts into a foreign corporation:
(1)
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
(2)
If such notice is timely given:
(A)
The authorization of such entity to transact business in this state shall continue without interruption; and
(B)
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.
Amended by 2006 Ga. Laws 817,§ 23, eff. 7/1/2006.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 9 - FOREIGN LIMITED PARTNERSHIPS (§§ 14-9-901 — 14-9-908) › Section 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:
(1)
The name of the limited partnership and the name of the jurisdiction under whose law it is organized;
(2)
That it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(3)
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;
(4)
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
(5)
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.