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 9 - FOREIGN LIMITED PARTNERSHIPS (§§ 14-9-901 — 14-9-908) › Section 14-9-907 - Transaction of business without registering

(a)
A foreign limited partnership transacting business in this state may not maintain an action, suit, or proceeding in a court of this state until it has obtained a certificate of authority.
(b)
The failure of a foreign limited partnership to obtain a certificate of authority does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this state.
(c)
A foreign limited partnership that transacts business in this state without registering as required by this article shall be liable to the state:
(1)
For all fees which would have been imposed by this article upon such foreign limited partnership had it registered as required by this article; and
(2)
If it has not registered within 30 days after the first day on which it transacts business in this state, for a penalty of $500.00.
Amended by 2002 Ga. Laws 872, § 14, 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 9 - FOREIGN LIMITED PARTNERSHIPS (§§ 14-9-901 — 14-9-908) › Section 14-9-908 - Action by Attorney General

The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this chapter.
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 10 - DERIVATIVE ACTIONS (§§ 14-9-1001 — 14-9-1004) › Section 14-9-1001 - Right of limited partner to bring action

A limited partner may maintain an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or an effort to cause those general partners to bring the action is not likely to succeed. The foregoing authority to bring an action in the right of a limited partnership shall not limit any right a limited partner might have under the partnership agreement or otherwise.
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 10 - DERIVATIVE ACTIONS (§§ 14-9-1001 — 14-9-1004) › Section 14-9-1002 - Requirements for plaintiff

Except to the extent provided by the partnership agreement, in a derivative action, the plaintiff must be a partner at the time of bringing the action and:
(1)
Must have been a partner at the time of the transaction of which he complains; or
(2)
His status as a partner must have devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.
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 10 - DERIVATIVE ACTIONS (§§ 14-9-1001 — 14-9-1004) › Section 14-9-1003 - Complaint

In a derivative action, the complaint must set forth with particularity the effort of the plaintiff to secure commencement of the action by a general partner or the reasons for not making the effort.
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 10 - DERIVATIVE ACTIONS (§§ 14-9-1001 — 14-9-1004) › Section 14-9-1004 - Expenses

If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.
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 11 - ADMINISTRATION (§§ 14-9-1101 — 14-9-1104) › Section 14-9-1101 - Fees

The Secretary of State shall charge and collect for filing:
Document
Fee
----
--
(1) A certificate of limited partnership
$ 100.00
(2) A registration of a foreign limited partnership
225.00
(3) An annual registration
50.00
(4) Penalty for late filing of annual registration
25.00
(5) Agent's statement of resignation
No fee
(6) Certificate of cancellation
No fee
(7) Application of withdrawal
No fee
(8) Statement of change of address of registered agent or registered office .... $5.00 per limited partnership but not less than
20.00
(9) An amendment to a certificate of limited partnership for the purpose of becoming a limited liability partnership
100.00
(10) Certificate of election to become a limited partnership
80.00
(11) Certificate of conversion
95.00
(12) Application for reservation of a name
25.00
(13) Any other document required or permitted pursuant to this chapter
20.00
Amended by 2010 Ga. Laws 360,§ 1-35, eff. 5/12/2010.
Amended by 2008 Ga. Laws 452,§ 11, eff. 5/6/2008.
Amended by 2007 Ga. Laws 242,§ 4, eff. 5/24/2007.
Amended by 2003 Ga. Laws 385, § 6, eff. 7/1/2003.
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 11 - ADMINISTRATION (§§ 14-9-1101 — 14-9-1104) › Section 14-9-1102 - Administrative powers of Secretary of State

The Secretary of State shall have the power and authority reasonably necessary to enable him to administer this chapter efficiently and to perform the duties therein imposed upon him, including, without limitation, the power and authority to employ from time to time such additional personnel as in his judgment are required for those purposes.
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 11 - ADMINISTRATION (§§ 14-9-1101 — 14-9-1104) › Section 14-9-1103 - Rules and regulations

The Secretary of State may promulgate such rules and regulations, not inconsistent with the provisions of this chapter, which are incidental to and necessary for the implementation and enforcement of such provisions of this chapter as are administered by the Secretary of State. Such rules and regulations shall be promulgated in accordance with Chapter 13 of Title 50, the "Georgia Administrative Procedure Act."
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 11 - ADMINISTRATION (§§ 14-9-1101 — 14-9-1104) › Section 14-9-1104 - Duty of Secretary of State to file documents

The Secretary of State's duty to file documents under this chapter is ministerial. His filing or refusing to file a document does not:
(1)
Affect the validity or invalidity of the document in whole or part;
(2)
Relate to the correctness or incorrectness of information contained in the document; or
(3)
Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
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 12 - APPLICABILITY (§§ 14-9-1201 — 14-9-1204) › Section 14-9-1201 - Partnerships covered by chapter

(a)
This chapter governs all domestic limited partnerships formed on or after July 1 of the year in which this chapter becomes effective and all foreign limited partnerships transacting business in this state on or after July 1 of the year in which this chapter becomes effective.
(b)
A domestic limited partnership formed before July 1 of the year in which this chapter becomes effective may voluntarily elect, in accordance with any provision in its partnership agreement permitting it to do so or by complying with the procedures provided in its partnership agreement for amending the partnership agreement, to adopt the provisions of this chapter and thereafter may become subject to its provisions as of July 1 of the year in which this chapter becomes effective by filing with the Secretary of State at any time after April 15 of the year in which this chapter becomes effective a certificate of limited partnership that complies with this chapter or a certificate of amendment that would cause its certificate of limited partnership to comply with this chapter and that, in each case, specifically states that the limited partnership is electing to adopt the provisions of this chapter. Upon the later of July 1 of the year in which this chapter becomes effective or the filing of a document complying with the immediately preceding sentence, all provisions of this chapter shall thereafter apply to the limited partnership.
(c)
A domestic limited partnership formed before July 1 of the year in which this chapter becomes effective that does not adopt the provisions of this chapter pursuant to subsection (b) of this Code section shall continue to be governed by Article 1 or Article 2 of Chapter 9A of this title, as applicable.
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 12 - APPLICABILITY (§§ 14-9-1201 — 14-9-1204) › Section 14-9-1202 - Effect on partnerships existing prior to July 1, 1988

(a)
This chapter shall not apply to limited partnerships existing before July 1 of the year in which this chapter becomes effective except as provided in Code Section
14-9-1201
.
(b)
This chapter shall not be construed so as to impair, or otherwise affect, the organization or the continued existence of a limited partnership existing before July 1 of the year in which this chapter becomes effective. This chapter shall not be construed so as to impair any contract or to affect any action or proceedings begun or right accrued before July 1 of the year in which this chapter becomes effective.
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 12 - APPLICABILITY (§§ 14-9-1201 — 14-9-1204) › Section 14-9-1203 - Nonrenewable one-year name reservation for partnerships existing prior to July 1, 1988

(a)
The intent of this Code section is to ensure an orderly transition to a centralized filing system for limited partnerships and to give existing limited partnerships an opportunity to establish name availability and other files with the Secretary of State to permit an orderly implementation of this chapter.
(b)
In order to preserve the availability of its name, a domestic limited partnership or a foreign limited partnership existing prior to July 1 of the year in which this chapter becomes effective may file with the Secretary of State a nonrenewable one-year name reservation after April 15 and before July 1 of the year in which this chapter becomes effective. Any of such limited partnerships which do not so file shall be subject to the name restrictions of Code Section
14-9-102
.
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 12 - APPLICABILITY (§§ 14-9-1201 — 14-9-1204) › Section 14-9-1204 - Applicability of Uniform Partnership Act

The provisions of Chapter 8 of this title, known as the "Uniform Partnership Act," shall govern in any case not provided for in this chapter.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 1 - GENERAL PROVISIONS (§§ 14-9A-1 — 14-9A-5) › Section 14-9A-1 - Short title

This article shall be known and may be cited as the "Uniform Limited Partnership Act."
Amended by 2017 Ga. Laws 275,§ 14, eff. 5/9/2017.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 1 - GENERAL PROVISIONS (§§ 14-9A-1 — 14-9A-5) › Section 14-9A-2 - Limited partnership defined

A limited partnership is a partnership formed by two or more persons under Code Section
14-9A-20
, having as members one or more general partners and one or more limited partners. The limited partners as such shall not be bound by the obligations of the partnership.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 1 - GENERAL PROVISIONS (§§ 14-9A-1 — 14-9A-5) › Section 14-9A-2.1 - Applicability of article

This article is applicable only to limited partnerships to which Chapter 9 of this title or Article 2 of this chapter does not apply as provided by Code Section
14-9-1201
or
14-9A-110
.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 1 - GENERAL PROVISIONS (§§ 14-9A-1 — 14-9A-5) › Section 14-9A-3 - Construction of article

(a)
The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this article.
(b)
This article shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it.
(c)
This article shall not be so construed as to impair the obligations of any contract existing when the article goes into effect, nor to affect any action on proceedings begun or right accrued before this article takes effect.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 1 - GENERAL PROVISIONS (§§ 14-9A-1 — 14-9A-5) › Section 14-9A-4 - Rules for cases not provided for by article

In any case not provided for in this article, the rules of law and equity, including the law merchant, shall govern.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 1 - GENERAL PROVISIONS (§§ 14-9A-1 — 14-9A-5) › Section 14-9A-5 - Effect of article on existing partnerships

(a)
A limited partnership formed under any statute of this state prior to the adoption of this article may become a limited partnership under this article by complying with Code Section
14-9A-20
, provided the certificate sets forth:
(1)
The amount of the original contribution of each limited partner and the time when the contribution was made; and
(2)
That the property of the partnership exceeds the amount sufficient to discharge its liabilities to persons not claiming as general or limited partners by an amount greater than the sum of the contributions of its limited partners.
(b)
A limited partnership formed under any statute of this state prior to the adoption of this article, until or unless it becomes a limited partnership under this article, shall continue to be governed by Article 2 of this chapter, except that such partnership shall not be renewed unless so provided in the original agreement.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 2 - FORMATION, CANCELLATION, AND AMENDMENT (§§ 14-9A-20 — 14-9A-27) › Section 14-9A-20 - Formation

(a)
Two or more persons desiring to form a limited partnership shall:
(1)
Sign and swear to a certificate, which shall state:
(A)
The name of the partnership;
(B)
The character of the business;
(C)
The location of the principal place of business;
(D)
The name and place of residence of each member, designating which of the members are general partners and which are limited partners;
(E)
The term for which the partnership is to exist, or that it is to exist until terminated by law or according to the termination provisions of the partnership agreement, which provisions shall be set forth in the certificate;
(F)
The amount of cash and a description and the agreed value of the other property contributed by each limited partner;
(G)
The additional contributions, if any, agreed to be made by each limited partner and the times at which or events upon the happening of which they shall be made;
(H)
The time, if agreed upon, when the contribution of each limited partner is to be returned;
(I)
The share of the profits or the other compensation by way of income which each limited partner shall receive by reason of his contribution;
(J)
The right, if given, of a limited partner to substitute an assignee as contributor in his place and the terms and conditions of the substitution;
(K)
The right, if given, of the partners to admit additional limited partners;
(L)
The right, if given, of one or more of the limited partners to priority over other limited partners, as to contributions or as to compensation by way of income, and the nature of such priority;
(M)
The right, if given, of the remaining general partner or partners to continue the business on the death, retirement, or insanity of a general partner; and
(N)
The right, if given, of a limited partner to demand and receive property other than cash in return for his contribution.
(2)
File the certificate in the office of the clerk of the superior court of the county in which the principal place of business of the partnership shall be situated, to be recorded by the clerk in a book to be kept for that purpose and open to public inspection. If the partnership shall have places of business situated in different counties, a transcript of the certificate, duly certified by the clerk in whose office it shall be filed and under his official seal, shall be filed and recorded in like manner in the office of the clerk of the superior court in every such county.
(b)
A limited partnership is formed if there has been substantial compliance in good faith with the requirements of subsection (a) of this Code section.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 2 - FORMATION, CANCELLATION, AND AMENDMENT (§§ 14-9A-20 — 14-9A-27) › Section 14-9A-21 - Business which may be carried on; power to acquire property

(a)
A limited partnership may carry on any business which a partnership without limited partners may carry on, except for banking, insurance, railroad, trust, canal, navigation, express, and telegraph businesses.
(b)
A limited partnership may acquire property of any nature and take title thereto in the name of the partnership. The specification of this power shall not be construed to limit any other power which such limited partnership may have.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 2 - FORMATION, CANCELLATION, AND AMENDMENT (§§ 14-9A-20 — 14-9A-27) › Section 14-9A-22 - Use of surname of limited partner in partnership name; liability of limited partner if surname improperly used

(a)
The surname of a limited partner shall not appear in the partnership name, unless:
(1)
It is also the surname of a general partner; or
(2)
Prior to the time when the limited partner became such, the business had been carried on under a name in which his surname appeared.
(b)
A limited partner whose name appears in a partnership name contrary to subsection (a) of this Code section is liable as a general partner to partnership creditors who extend credit to the partnership without actual knowledge that he is not a general partner.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 2 - FORMATION, CANCELLATION, AND AMENDMENT (§§ 14-9A-20 — 14-9A-27) › Section 14-9A-23 - Admission of additional limited partners

After the formation of a limited partnership, additional limited partners may be admitted upon filing an amendment to the original certificate in accordance with the requirements of Code Section
14-9A-26
.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 2 - FORMATION, CANCELLATION, AND AMENDMENT (§§ 14-9A-20 — 14-9A-27) › Section 14-9A-24 - One person both general and limited partner

(a)
A person may be a general partner and a limited partner in the same partnership at the same time.
(b)
A person who is at the same time both a general and a limited partner shall have all the rights and powers and be subject to all the restrictions of a general partner, except that, in respect to his contributions, he shall have the rights against the other members which he would have had as a limited partner if he were not also a general partner.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 2 - FORMATION, CANCELLATION, AND AMENDMENT (§§ 14-9A-20 — 14-9A-27) › Section 14-9A-25 - When certificate of limited partnership required to be canceled

(a)
The certificate required under Code Section
14-9A-20
shall be canceled when the partnership is dissolved or all limited partners cease to be such.
(b)
A certificate shall be amended when:
(1)
There is a change in the name of the partnership or in the amount or character of the contribution of any limited partner;
(2)
A person is substituted as a limited partner;
(3)
An additional limited partner is admitted;
(4)
A person is admitted as a general partner;
(5)
A general partner retires, dies, or becomes insane and the business is continued under Code Section
14-9A-90
;
(6)
There is a change in the character of the business of the partnership;
(7)
There is a false or erroneous statement in the certificate;
(8)
There is a change in the time as stated in the certificate for the dissolution of the partnership or for the return of a contribution;
(9)
A time is fixed for the dissolution of the partnership or the return of a contribution, no time having been specified in the certificate; or
(10)
The members desire to make a change in any other statement in the certificate in order that it shall accurately represent the agreement between them.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 2 - FORMATION, CANCELLATION, AND AMENDMENT (§§ 14-9A-20 — 14-9A-27) › Section 14-9A-26 - Procedure for amendment or cancellation of certificate of limited partnership

(a)
The writing to amend a certificate shall:
(1)
Conform to the requirements of paragraph (1) of subsection (a) of Code Section
14-9A-20
as far as necessary to set forth clearly the change in the certificate which it is desired to make; and
(2)
Be signed and sworn to by all members. An amendment substituting a limited partner or adding a limited or general partner shall be signed also by the member to be substituted or added; and when a limited partner is to be substituted, the amendment shall also be signed by the assigning limited partner.
(b)
The writing to cancel a certificate shall be signed by all members.
(c)
A person desiring the cancellation or amendment of a certificate, if any person designated in subsections (a) and (b) of this Code section as a person who must execute the writing refuses to do so, may petition the superior court of the county wherein the principal place of business of said partnership is situated to direct a cancellation or amendment thereof.
(d)
If the court finds that the petitioner has a right to have the writing executed by a person who refuses to do so, it shall order the clerk of the superior court in the office where the certificate is recorded to record the cancellation or amendment of the certificate; and where the certificate is to be amended, the court shall also cause to be filed for record in said office a certified copy of its decree setting forth the amendment.
(e)
A certificate is amended or canceled when there is filed for record in the office of the clerk of the superior court where the certificate is recorded:
(1)
A writing in accordance with subsection (a) or (b) of this Code section; or
(2)
A certified copy of the order of court in accordance with subsection (d) of this Code section.
(f)
After the certificate is duly amended in accordance with this Code section, the amended certificate shall thereafter be for all purposes the certificate provided for by this article.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 2 - FORMATION, CANCELLATION, AND AMENDMENT (§§ 14-9A-20 — 14-9A-27) › Section 14-9A-27 - Liability for false statement in certificate

If the certificate required under Code Section
14-9A-20
contains a false statement, one who suffers loss by reliance on such statement may hold liable any party to the certificate who knew the statement to be false:
(1)
At the time he signed the certificate; or
(2)
Subsequently, but within a sufficient time before the statement was relied upon to enable him to cancel or amend the certificate or to file a petition for its cancellation or amendment as provided in subsection (c) of Code Section
14-9A-26
.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 3 - LIMITED PARTNERS (§§ 14-9A-40 — 14-9A-52) › Section 14-9A-40 - Character of limited partner's contribution

The contributions of a limited partner may be cash or other property but not services.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 3 - LIMITED PARTNERS (§§ 14-9A-40 — 14-9A-52) › Section 14-9A-41 - Limited partner not liable to creditors

A limited partner shall not become liable as a general partner unless, in addition to the exercise of his rights and powers as a limited partner, he takes part in the control of the business.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 3 - LIMITED PARTNERS (§§ 14-9A-40 — 14-9A-52) › Section 14-9A-42 - Rights

(a)
A limited partner shall have the same rights as a general partner to:
(1)
Have the partnership books kept at the principal place of business of the partnership and at all times to inspect and copy any of them;
(2)
Have on demand true and full information of all things affecting the partnership and a formal account of partnership affairs whenever circumstances render it just and reasonable; and
(3)
Have dissolution and winding up by decree of court.
(b)
A limited partner shall have the right to receive a share of the profits or other compensation by way of income and to the return of his contribution as provided in Code Sections
14-9A-46
and
14-9A-47
.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 3 - LIMITED PARTNERS (§§ 14-9A-40 — 14-9A-52) › Section 14-9A-43 - Person erroneously believing himself limited partner not liable as general partner

A person who has contributed to the capital of a business conducted by a person or partnership erroneously believing that he has become a limited partner in a limited partnership is not, by reason of his exercise of the rights of a limited partner, a general partner with the person or in the partnership carrying on the business, or bound by the obligations of such person or partnership if, on ascertaining the mistake, he promptly renounces his interest in the profits of the business or other compensation by way of income.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 3 - LIMITED PARTNERS (§§ 14-9A-40 — 14-9A-52) › Section 14-9A-44 - Loans and other business transactions between limited partner and partnership; limitation on resulting claims against partnership

(a)
A limited partner may loan money to and transact other business with the partnership and, unless he is also a general partner, receive on account of resulting claims against the partnership, with general creditors, a pro rata share of the assets. No limited partner shall in respect to any such claim:
(1)
Receive or hold as collateral security any partnership property; or
(2)
Receive from a general partner or the partnership any payment, conveyance, or release from liability, if at the time the assets of the partnership are not sufficient to discharge partnership liabilities to persons not claiming as general or limited partners.
(b)
The receiving of collateral security, or a payment, conveyance, or release in violation of subsection (a) of this Code section is a fraud on the creditors of the partnership.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 3 - LIMITED PARTNERS (§§ 14-9A-40 — 14-9A-52) › Section 14-9A-45 - Priority among limited partners

Where there are several limited partners, the members may agree that one or more of the limited partners shall have a priority over other limited partners as to the return of their contributions, as to their compensation by way of income, or as to any other matter. If such an agreement is made, it shall be stated in the certificate required under Code Section
14-9A-20
, and in the absence of such a statement all the limited partners shall stand upon equal footing.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 3 - LIMITED PARTNERS (§§ 14-9A-40 — 14-9A-52) › Section 14-9A-46 - Compensation

A limited partner may receive from the partnership the share of the profits or the compensation by way of income stipulated in the certificate, provided that after such payment is made, whether from the property of the partnership or that of a general partner, the partnership assets are in excess of all liabilities of the partnership except liabilities to limited partners on account of their contributions and to general partners.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 3 - LIMITED PARTNERS (§§ 14-9A-40 — 14-9A-52) › Section 14-9A-47 - Withdrawal or reduction of contribution

(a)
A limited partner shall not receive from a general partner or out of partnership property any part of his contribution until:
(1)
All liabilities of the partnership, except liabilities to general partners and to limited partners on account of their contributions, have been paid or there remains property of the partnership sufficient to pay them;
(2)
The consent of all members is had, unless the return of the contribution may be rightfully demanded under subsection (b) of this Code section; and
(3)
The certificate required under Code Section
14-9A-20
is canceled or so amended as to set forth the withdrawal or reduction.
(b)
Subject to subsection (a) of this Code section a limited partner may rightfully demand the return of his contribution:
(1)
On the dissolution of a partnership; or
(2)
When the date specified in the certificate for its return has arrived; or
(3)
After he has given six months' notice in writing to all other members, if no time is specified in the certificate, either for the return of the contribution or for the dissolution of the partnership.
(c)
In the absence of any statement in the certificate to the contrary or of the consent of all members, a limited partner, irrespective of the nature of his contribution, has only the right to demand and receive cash in return for his contribution.
(d)
A limited partner may have the partnership dissolved and its affairs wound up when:
(1)
He rightfully but unsuccessfully demands the return of his contribution; or
(2)
The other liabilities of the partnership have not been paid, or the partnership property is insufficient for their payment as required by paragraph (1) of subsection (a) of this Code section and the limited partner would otherwise be entitled to the return of his contribution.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 3 - LIMITED PARTNERS (§§ 14-9A-40 — 14-9A-52) › Section 14-9A-48 - Liability of limited partner to partnership

(a)
A limited partner is liable to the partnership:
(1)
For the difference between his contribution as actually made and that stated in the certificate required under Code Section
14-9A-20
as having been made; and
(2)
For any unpaid contribution which he agreed in the certificate to make in the future at the time and on the conditions stated in the certificate.
(b)
A limited partner holds as trustee for the partnership:
(1)
Specific property stated in the certificate as contributed by him, but which was not contributed or which has been wrongfully returned; and
(2)
Money or other property wrongfully paid or conveyed to him on account of his contribution.
(c)
The liabilities of a limited partner as set forth in this Code section can be waived or compromised only by the consent of all members; but a waiver or compromise shall not affect the right of a creditor of a partnership, who extended credit or whose claim arose after the filing and before a cancellation or amendment of the certificate, to enforce such liabilities.
(d)
When a contributor has rightfully received the return in whole or in part of the capital of his contribution, he is nevertheless liable to the partnership for any sum, not in excess of such return with interest, necessary to discharge its liabilities to all creditors who extended credit or whose claims arose before such return.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 3 - LIMITED PARTNERS (§§ 14-9A-40 — 14-9A-52) › Section 14-9A-49 - Nature of limited partner's interest

A limited partner's interest in the partnership is personal property.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 3 - LIMITED PARTNERS (§§ 14-9A-40 — 14-9A-52) › Section 14-9A-50 - Assignment of limited partner's interest

(a)
A limited partner's interest is assignable.
(b)
A substituted limited partner is a person admitted to all the rights of a limited partner who has died or has assigned his interest in a partnership.
(c)
An assignee who does not become a substituted limited partner has no right to require any information or account of the partnership transactions or to inspect the partnership books; he is only entitled to receive the share of the profits or other compensation by way of income, or the return of his contribution, to which his assignor would otherwise be entitled.
(d)
An assignee shall have the right to become a substituted limited partner if all the members, except the assignor, consent thereto or if the assignor, being thereunto empowered by the certificate required under Code Section
14-9A-20
, gives the assignee that right.
(e)
An assignee becomes a substituted limited partner when the certificate is appropriately amended in accordance with Code Section
14-9A-26
.
(f)
The substituted limited partner has all the rights and powers and is subject to all the restrictions and liabilities of his assignor, except those liabilities of which he was ignorant at the time he became a limited partner and which could not be ascertained from the certificate.
(g)
The substitution of the assignee as a limited partner does not release the assignor from liability to the partnership under Code Sections
14-9A-27
and
14-9A-48
.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 3 - LIMITED PARTNERS (§§ 14-9A-40 — 14-9A-52) › Section 14-9A-51 - Effect of death of limited partner

(a)
On the death of a limited partner, his executor or administrator shall have all the rights of a limited partner for the purpose of settling his estate and such power as the deceased had to constitute his assignee a substituted limited partner.
(b)
The estate of a deceased limited partner shall be liable for all his liabilities as a limited partner.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 3 - LIMITED PARTNERS (§§ 14-9A-40 — 14-9A-52) › Section 14-9A-52 - Rights of judgment creditor of limited partner

(a)
On due application to a court of competent jurisdiction by any judgment creditor of a limited partner, the court may charge the interest of the indebted limited partner with payment of the unsatisfied amount of the judgment debt and may appoint a receiver and make all other orders, directions, and inquiries which the circumstances of the case may require.
(b)
The interest may be redeemed with the separate property of any general partner, but may not be redeemed with partnership property.
(c)
The remedies conferred by subsection (a) of this Code section shall not be deemed exclusive of others which may exist.
(d)
Nothing in this article shall be held to deprive a limited partner of his statutory exemption.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 4 - GENERAL PARTNERS (§ 14-9A-70) › Section 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:
(1)
Do any act in contravention of the certificate required under Code Section
14-9A-20
;
(2)
Do any act which would make it impossible to carry on the ordinary business of the partnership;
(3)
Confess a judgment against the partnership;
(4)
Possess partnership property, or assign their rights in specific partnership property, for other than a partnership purpose;
(5)
Admit a person as a general partner, unless the partnership agreement provides otherwise;
(6)
Admit a person as a limited partner, unless the right so to do is given in the certificate;
(7)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 5 - CONTRIBUTORS (§ 14-9A-80) › Section 14-9A-80 - Party to proceedings

A contributor, unless he is a general partner, is not a proper party to proceedings by or against a partnership, except where the object is to enforce a limited partner's right against, or liability to, the partnership.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 6 - DISSOLUTION (§§ 14-9A-90 — 14-9A-91) › Section 14-9A-90 - Effect of retirement, death, or insanity of general partner

The retirement, death, or insanity of a general partner dissolves the partnership, unless the business is continued by the remaining general partners:
(1)
Under a right to do so stated in the certificate required under Code Section
14-9A-20
; or
(2)
With the consent of all members.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 1 - LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 (§§ 14-9A-1 — 14-9A-91) › Part 6 - DISSOLUTION (§§ 14-9A-90 — 14-9A-91) › Section 14-9A-91 - Settling of accounts

(a)
In settling accounts after dissolution, the liabilities of the partnership shall be entitled to payment in the following order:
(1)
Those to creditors, in the order of priority as provided by law, except those to limited partners on account of their contributions and to general partners;
(2)
Those to limited partners in respect to their share of the profits and other compensation by way of income on their contributions;
(3)
Those to limited partners in respect to the capital of their contributions;
(4)
Those to general partners other than for capital and profits;
(5)
Those to general partners in respect to profits;
(6)
Those to general partners in respect to capital.
(b)
Subject to any statement in the certificate required under Code Section
14-9A-20
or to subsequent agreement, limited partners share in the partnership assets in respect to their claims for capital, and in respect to their claims for profits or for compensation by way of income on their contributions respectively, in proportion to the respective amounts of such claims.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 2 - LIMITED PARTNERSHIPS FORMED PRIOR TO FEBRUARY 15, 1952 (§§ 14-9A-110 — 14-9A-130) › Section 14-9A-110 - Applicability of article; renewal of existing partnerships restricted

(a)
This article is applicable only to limited partnerships which were in existence on February 15, 1952, and which have not become limited partnerships subject to Article 1 of this chapter or Chapter 9 of this title.
(b)
No limited partnership continuing existence under this article shall be renewed pursuant to this article unless such renewal is provided for in the original agreement.
(c)
Except as otherwise provided in this Code section, this article shall have no force or effect after February 15, 1952, and no limited partnership shall be formed pursuant to this article after said date.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 9A - LIMITED PARTNERSHIPS (§§ 14-9A-1 — 14-9A-130) › Article 2 - LIMITED PARTNERSHIPS FORMED PRIOR TO FEBRUARY 15, 1952 (§§ 14-9A-110 — 14-9A-130) › Section 14-9A-111 - Who may form limited partnership; purposes; liability of general and special partners

(a)
A limited partnership may be formed by two or more persons upon the terms, with the rights and powers, and subject to the conditions and liabilities prescribed in this article for the purpose of transacting any mercantile, commercial, mechanical, manufacturing, mining, or agricultural business within this state; but this article shall not be construed to authorize the formation of any such partnership for the purposes of banking or insurance.
(b)
Of the two or more persons forming a limited partnership, one or more shall be general partners who shall be jointly and severally liable for the debts of the partnership; and one or more persons shall be special partners who shall contribute a specific sum in actual cash as capital to the common stock and who shall not be liable for debts of the partnership beyond the fund so contributed by him or them to the capital, except as provided in this article.