reglab/statecodes huggingface dataset:
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-36 - Effect of dissolution of partnership on existing liability of partners

(a)
The dissolution of the partnership does not of itself discharge the existing liability of any partner.
(b)
A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself, the partnership creditor, and the person or partnership continuing the business; and such agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business.
(c)
Where a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed shall be discharged from any liability to any creditor of the partnership who knowing of the agreement, and without the consent of the partners whose obligations have been assumed, consents to a material alteration in the nature or time of payment of such obligations.
(d)
The individual property of a deceased partner shall be liable for those obligations of the partnership incurred while the deceased partner was a partner and for which he or she was liable under Code Section
14-8-15
, but subject to the prior payment of his or her separate debts.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-37 - Rights of partners in winding up partnership affairs

Unless otherwise agreed, the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs, including the right to convey any real property of the partnership; provided, however, that any partner, his legal representative, or his assignee, upon cause shown, may obtain winding up by the court.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-38.1 - Vesting of property of dissolved partnership in partnership continuing business

When a partnership is dissolved for any reason, either pursuant to the provisions of this chapter or the partnership agreement or otherwise, and the business is continued as a partnership, the title to any real property or other property vested in such dissolved partnership shall, by operation of law, be vested in the partnership continuing the business without reversion or impairment and without further act or deed or other instrument of transfer or conveyance.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-38.2 - Vesting of property of dissolved partnership prior to July 1, 1989

In every instance prior to July 1, 1989, where a partnership has been dissolved for any reason, either pursuant to the provisions of this chapter or the partnership agreement or otherwise, and the business is continued as a partnership, but no deed or other instrument of transfer or conveyance for any real property or other property to the partnership continuing the business has been duly executed and properly recorded, title to such real property or other property shall, by operation of law, be vested in such partnership continuing the business without reversion or impairment and in as valid and effectual a manner in every case as if a deed or other instrument of transfer or conveyance from such dissolved partnership to such partnership continuing the business had been duly executed and properly recorded.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-39 - Rescission of partnership agreement following fraud or misrepresentation

Where a partnership agreement is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto the party entitled to rescind is, without prejudice to any other right, entitled:
(1)
To a lien on, or a right of retention of, the surplus of the partnership property after satisfying the partnership liabilities to third persons for any sum of money paid by him for the purchase of an interest in the partnership and for any capital or advances contributed by him;
(2)
To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by him in respect of the partnership liabilities; and
(3)
To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-40 - Settlement of accounts between partners after dissolution

In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary:
(1)
The assets of the partnership are:
(A)
The partnership property;
(B)
The contributions of the partners specified in paragraph (4) of this Code section;
(2)
The liabilities of the partnership shall rank in order of payment, as follows:
(A)
Those owing to creditors other than partners;
(B)
Those owing to partners other than for capital and profits;
(C)
Those owing to partners in respect of capital;
(D)
Those owing to partners in respect of profits;
(3)
The assets shall be applied in the order of their declaration in paragraph (1) of this Code section to the satisfaction of the liabilities;
(4)
Except as provided in subsection (b) of Code Section
14-8-15
:
(A)
The partners shall contribute, as provided by paragraph (1) of Code Section
14-8-18
, the amount necessary to satisfy the liabilities; and
(B)
If any, but not all, of the partners are insolvent, or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities, and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities;
(5)
An assignee for the benefit of creditors or any person appointed by the court shall have the right to enforce the contributions specified in paragraph (4) of this Code section;
(6)
Any partner or his legal representative shall have the right to enforce the contributions specified in paragraph (4) of this Code section, to the extent of the amount which he has paid in excess of his share of the liability;
(7)
The individual property of a deceased partner shall be liable for the contributions specified in paragraph (4) of this Code section;
(8)
When partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors shall have priority on partnership property and separate creditors on individual property, subject to the rights of lien or secured creditors;
(9)
Where a partner has become bankrupt or his estate is insolvent the claims against his separate property shall rank in the following order:
(A)
Those owing to separate creditors;
(B)
Those owing to partnership creditors;
(C)
Those owing to partners by way of contribution.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-41 - Relations with creditors following withdrawal, expulsion, or death of existing partners or assignment of partnership rights to third parties

(a)
When any partner withdraws, is expelled, or dies and the business of the dissolved partnership is continued by one or more of the partners, either alone or with others, without liquidation of the partnership affairs, creditors of the first or dissolved partnership are also creditors of the person or partnership continuing the business.
(b)
When all the partners or their representatives assign their rights in partnership property to one or more third persons who promise to pay the debts and who continue the business of the dissolved partnership, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.
(c)
The liability of a third person becoming a partner in the partnership continuing the business, under this Code section, to the creditors of the dissolved partnership shall be satisfied out of partnership property only.
(d)
When the business of a partnership after dissolution is continued under any conditions set forth in this Code section the creditors of the dissolved partnership, as against the separate creditors of the withdrawing or deceased partner or the representative of the deceased partner, have a prior right to any claim of the withdrawn partner or the representative of the deceased partner against the person or partnership continuing the business, on account of the withdrawn or deceased partner's interest in the dissolved partnership or on account of any consideration promised for such interest or for his right in partnership property.
(e)
Nothing in this Code section shall be held to modify any right of creditors to set aside any assignment on the ground of fraud.
(f)
The use by the person or partnership continuing the business of the partnership name, or the name of a deceased partner as part thereof, shall not of itself make the individual property of the deceased partner liable for any debts contracted by such person or partnership.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-42 - Continuation of business after withdrawal or death of a partner

When any partner withdraws or dies, and the business is continued under any of the conditions set forth in subsection (a) of Code Section
14-8-41
or paragraph (2) of subsection (b) of Code Section
14-8-38
, without any settlement of accounts as between the withdrawn partner or the legal representative of the estate of a deceased partner and the persons or partnership continuing the business, unless otherwise agreed:
(1)
Such persons or partnership shall obtain the discharge of the withdrawn partner or the legal representative of the estate of the deceased partner, or appropriately hold him harmless from all present or future partnership liabilities, and shall ascertain the value of his interest at the date of dissolution; and
(2)
The withdrawn partner or legal representative of the estate of the deceased partner shall receive as an ordinary creditor an amount equal to the value of his interest in the dissolved partnership with interest, or, at his option, in lieu of interest, the profits attributable to the use of his right in the property of the dissolved partnership, provided that the creditors of the dissolved partnership as against the separate creditors, or the representative of the withdrawn or deceased partner, shall have priority on any claim arising under this Code section, as provided by subsection (d) of Code Section
14-8-41
.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-43 - Rights of partners to accounting of interest in partnership upon dissolution

The right to an account of his interest shall accrue to any partner, his assignee, or his legal representative, as against the winding up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-44 - Law governing foreign limited liability partnership

(a)
The laws of the jurisdiction under which a foreign limited liability partnership is organized govern its organization and internal affairs and the liability of its partners, regardless of whether the foreign limited liability partnership procured or should have procured a certificate of authority under this chapter.
(b)
A foreign limited liability partnership may not be denied a certificate of authority by reason of any difference between the laws of the jurisdiction under which the foreign limited liability partnership is organized and the laws of this state.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-47 - Issuance of certificate of authority to foreign limited liability partnership

(a)
If the Secretary of State finds that an application for a certificate of authority conforms to law and all requisite fees and any penalty due pursuant to Code Section
14-8-52
have been paid, the Secretary of State shall:
(1)
Stamp or otherwise endorse his or her official title and the date and time of receipt on the application;
(2)
File in his or her 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 such person's representative.
(c)
If the certificate of authority is issued by the Secretary of State, a foreign limited liability partnership shall be deemed authorized to transact business in this state from the time of filing its application for the certificate of authority.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-48 - Name of foreign limited liability partnership

(a)
A foreign limited liability partnership may apply for a certificate of authority with the Secretary of State under any name, whether or not it is the name under which it is registered in its jurisdiction of organization; provided, however, that such name:
(1)
Must contain the words "limited liability partnership" or "limited liability limited partnership" (it being permitted to abbreviate the word "limited" as "ltd.") or the abbreviation "L.L.P." or "L.L.L.P." or the designation "LLP" or "LLLP";
(2)
Must be distinguishable on the records of the Secretary of State from the name of any corporation, nonprofit corporation, limited partnership, foreign limited liability partnership, professional corporation, professional association, limited liability company, or limited liability partnership on file with the Secretary of State pursuant to this title; and
(3)
May not contain any words indicating that the business is organized other than as a limited liability partnership.
(b)
Whenever a foreign limited liability partnership is unable to procure a certificate of authority to transact business in this state because its name does not comply with paragraph (2) of subsection (a) of this Code section, it may nonetheless apply for authority to transact business in this state by adding in parentheses to its name in such application a word, abbreviation, or other distinctive and distinguishing element such as the name of the jurisdiction where it is organized. If in the judgment of the Secretary of State the name of the foreign limited liability partnership with such addition would comply with subsection (a) of this Code section, subsection (a) of this Code section shall not be a bar to the issuance to such foreign limited liability partnership of a certificate of authority to transact business in this state. In such case, any such certificate issued to such foreign limited liability partnership shall be issued in its name with such additions, and the foreign limited liability partnership shall use such name with such additions in all its dealings with the Secretary of State.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-49 - Change of name of foreign limited liability partnership

A foreign limited liability partnership authorized to transact business in this state must procure an amended certificate of authority from the Secretary of State if it changes its name or its jurisdiction of organization. The requirements of Code Sections
14-8-45
and
14-8-47
for procuring an original certificate of authority shall apply to procuring an amended certificate under this Code section.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-50 - Withdrawal of foreign limited liability partnership from state

(a)
A foreign limited liability partnership authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State.
(b)
A foreign limited liability partnership authorized to transact business in this state may apply for a certificate of withdrawal by delivering to the Secretary of State for filing an application that sets forth:
(1)
The name of the foreign limited liability partnership and the name of the jurisdiction under whose laws 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 subsection may be mailed under subsection (c) of this Code section; 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 subsection.
(c)
After the withdrawal of the foreign limited liability partnership is effective, service of process on the Secretary of State under this Code section is service on the foreign limited liability partnership. Any party that serves process on the Secretary of State in accordance with this subsection shall also mail a copy of the process to the foreign limited liability partnership at the mailing address provided pursuant to subsection (b) of this Code section.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-51 - Grounds for revocation of certificate of authority of foreign limited liability partnership

The Secretary of State may commence a proceeding under Code Section
14-8-52
to revoke the certificate of authority of a foreign limited liability partnership authorized to transact business in this state if:
(1)
The foreign limited liability partnership does not deliver its annual registration to the Secretary of State within 60 days after it is due;
(2)
The foreign limited liability partnership does not pay within 60 days after they are due any fees, taxes, or penalties imposed by this chapter or other law;
(3)
The foreign limited liability partnership is without a registered agent or registered office in this state for 60 days or more;
(4)
The foreign limited liability partnership does not inform the Secretary of State under Code Section
14-8-46
that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within 60 days of the change, resignation, or discontinuation;
(5)
A partner or agent of the foreign limited liability partnership signed a document such person knew was false in a material respect with intent that the document be delivered to the Secretary of State for filing; or
(6)
The Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody of records in the jurisdiction under whose law the foreign limited liability partnership is organized stating that it has been dissolved, terminated, or disappeared as a result of a merger.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-52 - Procedure for revocation of certificate of authority of foreign limited liability partnership

(a)
If the Secretary of State determines that one or more grounds exist under Code Section
14-8-51
for revocation of a certificate of authority, the Secretary of State shall provide the foreign limited liability partnership with written notice of such determination by mailing a copy of the notice, first-class mail, to the person and at the address indicated in its most recently filed annual registration statement pursuant to paragraph (5) of subsection (a) of Code Section
14-8-56
or, if no annual registration statement has been filed, in its application for a certificate of authority to transact business pursuant to paragraph (8) of subsection (a) of Code Section
14-8-45
or to the registered agent.
(b)
If the foreign limited liability partnership does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after the notice is provided to the foreign limited liability partnership, the Secretary of State may revoke the foreign limited liability partnership's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date.
(c)
The authority of a foreign limited liability partnership to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.
(d)
The Secretary of State's revocation of a foreign limited liability partnership's certificate of authority appoints the Secretary of State as the foreign limited liability partnership's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign limited liability partnership was authorized to transact business in this state. Service of process on the Secretary of State under this subsection is service on the foreign limited liability partnership. Any party that serves process on the Secretary of State shall also mail a copy of the process to the person and at the address indicated in its most recently filed annual registration statement pursuant to paragraph (5) of subsection (a) of Code Section
14-8-56
or, if no annual registration statement has been filed, in its application for a certificate of authority to transact business pursuant to paragraph (8) of subsection (a) of Code Section
14-8-45
or to the registered agent. This subsection does not prescribe the only means, or necessarily the required means, of serving any process, notice, or demand required or permitted by law to be served on a foreign limited liability partnership.
(e)
Revocation of a foreign limited liability partnership's certificate of authority does not terminate the authority of the registered agent of the foreign limited liability partnership.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-53 - Appeal from revocation of certificate of authority by foreign limited liability partnership

(a)
A foreign limited liability partnership may appeal the Secretary of State's revocation of its certificate of authority to the Superior Court of Fulton County within 30 days after service of the certificate of revocation is perfected under Code Section
14-8-52
. The foreign limited liability partnership appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State's certificate of revocation.
(b)
The court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate.
(c)
The court's final decision may be appealed as in other civil proceedings.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-54 - Transaction of business without certificate of authority by foreign limited liability partnership

(a)
A foreign limited liability partnership transacting business in this state may not maintain an action, suit, or proceeding in a court of this state until it is authorized to transact business in this state.
(b)
The failure of a foreign limited liability partnership to procure a certificate of authority does not impair the validity of any contract or act of the foreign limited liability partnership or prevent the foreign limited liability partnership from defending any action, suit, or proceeding in any court of this state.
(c)
A foreign limited liability partnership that transacts business in this state without registering as required by this chapter shall be liable to the state:
(1)
For all fees which would have been imposed by this chapter upon such foreign limited liability partnership had it registered as required by this chapter; and
(2)
If it has not been authorized to transact business in this state within 30 days after the first day on which it transacts business in this state, for a penalty of $500.00 for each year or part thereof during which it so transacts business.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-55 - Action to restrain foreign limited liability partnership from transacting business in state

The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of this chapter.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-56 - Annual registration of foreign limited liability partnership

(a)
Each foreign limited liability partnership authorized to transact business in this state shall deliver to the Secretary of State for filing an annual registration that sets forth:
(1)
The name of the foreign limited liability partnership and the jurisdiction under whose laws it is organized;
(2)
The street address and county of its registered office in this state and the name of its registered agent at that office;
(3)
The address of the office it is required to maintain in the jurisdiction of its organization by the laws of that jurisdiction or, if no such office is required to be maintained, of its principal office;
(4)
The address of the office at which is kept a list of the names and addresses of the partners and other owners of the foreign limited liability partnership;
(5)
The name and a business address of a partner who has substantial responsibility for managing the business activities of the foreign limited liability partnership; and
(6)
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 foreign limited liability 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 the foreign limited liability partnership was authorized to transact business in this state. Subsequent annual registrations must be delivered to the Secretary of State between January 1 and April 1, or such other date as the Secretary of State may specify by rules or regulations, of the following calendar years.
(d)
If an annual registration does not contain the information required by this Code section, the Secretary of State shall promptly notify the reporting foreign limited liability partnership in writing and return the report to it for correction. If the report is corrected to contain the information required by this Code section and delivered to the Secretary of State within 30 days after the effective date of notice, it is deemed to be timely filed.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-56.1 - Valid period for annual registration

Notwithstanding any other law to the contrary, the Secretary of State may provide for the annual registration required under this chapter to be valid for a period up to and including three years. The Secretary of State is authorized to adopt the necessary rules and regulations to implement such a registration process.
Added by 2017 Ga. Laws 47,§ 1-5, eff. 7/1/2017.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-57 - Filing fees pertaining to foreign limited liability partnerships

The Secretary of State shall collect the following fees and penalties when the documents described below are delivered to the Secretary of State for filing pursuant to the chapter:
Document
Fee
----
--
(1) Application for certificate of authority to transact business
$ 200.00
(2) Statement of change of registered office or registered agent ..... $5.00 per foreign limited liability partnership, but not less than
20.00
(3) Registered agent's statement of resignation pursuant to subsection (e) of Code Section
14-8-46
No fee
(4) Annual registration
25.00
(5) Penalty for late filing of annual registration
25.00
(6) Application of withdrawal
No fee
(7) Any other document required or permitted to be filed by this chapter
20.00
Amended by 2008 Ga. Laws 452,§ 10, eff. 5/6/2008.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-58 - Administrative power of Secretary of State pertaining to foreign limited liability partnership laws

The Secretary of State shall have the power and authority reasonably necessary to enable him or her to administer this chapter efficiently and to perform the duties imposed upon him or her pursuant to this chapter, including, without limitation, the power and authority to employ from time to time such additional personnel as in his or her judgment are required for such purposes.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-59 - Rules and regulations pertaining to foreign limited liability partnerships

The Secretary of State may promulgate such rules and regulations, not inconsistent with the provisions of this chapter, which are incidental to and necessary for the implementation and enforcement of such provisions of this chapter as are administered by the Secretary of State. Such rules and regulations shall be promulgated in accordance with Chapter 13 of Title 50, the "Georgia Administrative Procedure Act."
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-60 - Effect of Secretary of State's filing of documents pertaining to foreign limited liability partnerships

The Secretary of State's duty to file documents under this chapter is ministerial. The Secretary of State's filing or refusing to file a document does not:
(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 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-61 - Effective date of laws governing foreign limited liability partnership

Code Sections
14-8-44
through
14-8-60
and this Code section shall become effective on July 1, 1994, and shall govern all foreign limited liability partnerships transacting business in this state on or after July 1, 1994.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-63 - Name of limited liability partnership

(a)
Except as provided in subsection (b) of this Code section, the name of a limited liability partnership shall contain the words "limited liability partnership," it being permitted to abbreviate the word "limited" as "ltd.," or the abbreviation "L.L.P." or the designation "LLP" as the last words or letters of its name.
(b)
The name of a limited partnership that is a limited liability partnership shall contain the words "limited liability limited partnership," it being permitted to abbreviate the word "limited" as "ltd.," or the abbreviation "L.L.L.P." or the designation "LLLP" as the last words or letters of its name.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-64 - Recognition of limited liability partnership outside state; internal affairs of partnerships governed by state law

(a)
A partnership, including a limited liability partnership, formed and existing under this chapter, may conduct its business, carry on its operations, and have and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or in any foreign country. It is the intent of this state that the legal existence of limited liability partnerships be recognized outside the boundaries of this state.
(b)
It is the policy of this state that the internal affairs of partnerships, including limited liability partnerships, formed and existing under this chapter, including the liability of partners for debts, obligations, and liabilities of partnerships, shall be subject to and governed by the laws of this state.
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 1 - GENERAL PROVISIONS (§§ 14-9-100 — 14-9-109) › Section 14-9-100 - Short title

This chapter shall be known and may be cited as the "Georgia Revised 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 9 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 14-9-100 — 14-9-1204) › Article 1 - GENERAL PROVISIONS (§§ 14-9-100 — 14-9-109) › Section 14-9-102 - Partnership name

(a)
The name of each limited partnership shall be as set forth in its certificate of limited partnership and:
(1)
Must contain the words "limited partnership" or the abbreviation "L.P.";
(2)
Must be distinguishable on the records of the Secretary of State from the name of any active limited partnership which is organized under this chapter or which has elected to adopt this chapter pursuant to subsection (b) of Code Section
14-9-1201
; and any active foreign limited partnership having a certificate of authority in this state; and any corporation, professional corporation, or professional association on file with the Secretary of State pursuant to this title; and
(3)
May not contain any words indicating that the business is organized other than as a limited partnership.
(b)
If by reason of paragraph (1) or (3) of subsection (a) of this Code section a name would otherwise be unavailable to a limited partnership which files with the Secretary of State under the provisions of subsection (b) of Code Section
14-9-1201
, such name shall nonetheless be available to such limited partnership, but such limited partnership shall be distinguished on the records of the Secretary of State by the Secretary of State's adding as necessary:
(1)
"(L.P.)" to the name of the partnership on its records; and
(2)
Adding to the name of such partnership on its records in parentheses the name of the county in which it was organized and, if necessary to distinguish multiple partnerships making such filings that were organized in the same county, by adding a numerical distinction to the county name. Such addition of a county name and numerical distinction to a limited partnership name 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 limited partnership, and shall have no effect whatsoever on the authority of the limited partnership to use its name.
(c)
This chapter does not control the use of fictitious or trade names. Issuance of a name under this chapter means that the name is distinguishable for filing purposes on the records of the Secretary of State pursuant to paragraph (2) of subsection (a) of this Code section. Issuance of a limited partnership name does not affect the commercial availability of the 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 1 - GENERAL PROVISIONS (§§ 14-9-100 — 14-9-109) › Section 14-9-103 - Reservation of name

(a)
A person may apply to reserve a name for the purpose of forming a limited partnership by paying the fee specified in Code Section
14-9-1101
. If the Secretary of State finds that the limited partnership name applied for is available, he or she shall reserve the name for the applicant's use for 30 days or until the certificate of limited partnership is filed, whichever is sooner. If the Secretary of State finds that the name applied for is not distinguishable for filing purposes upon the records of the Secretary of State, he or she shall notify the applicant who may then submit another reservation request within ten days of the date of the rejection notice without payment of an additional reservation fee.
(b)
Upon expiration of a name reservation after 30 days without the filing of a certificate of limited partnership, the name may again be reserved for another 30 day period by the same or another applicant under the same guidelines of subsection (a) of this Code section.
(c)
A person who has in effect a name reservation under subsection (a) of this Code section may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee.
Amended by 2003 Ga. Laws 385, § 5, 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 1 - GENERAL PROVISIONS (§§ 14-9-100 — 14-9-109) › Section 14-9-105 - Records to be kept

(a)
The general partners shall cause the limited partnership to keep the following:
(1)
A current list of the full name and last known business address of each partner, separately identifying in alphabetical order the general partners and the limited partners;
(2)
A copy of the certificate of limited partnership, all certificates of amendment thereto, and all certificates of merger filed in mergers of which the limited partnership was the surviving partnership, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;
(3)
Copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the four most recent years;
(4)
Copies of any then effective written partnership agreements, merger agreements in connection with mergers of which the limited partnership was the surviving partnership, and of any annual financial statements of the limited partnership for the four most recent years; and
(5)
Unless contained in a written partnership agreement, a writing or writings setting out:
(A)
The cash and property contributed by each partner to the capital of the partnership; and
(B)
The cash and property to be contributed by each partner to the capital of the partnership and terms upon which such contributions are to be made.
(b)
The general partners shall make available records kept under this Code section in accordance with Code Section
14-9-305
.
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 1 - GENERAL PROVISIONS (§§ 14-9-100 — 14-9-109) › Section 14-9-106 - Authorized activity; acquisition or conveyance of interest in real property

(a)
A limited partnership may engage in any activity except to the extent provided by law or in the partnership agreement.
(b)
Any estate in real property may be acquired in the name of a domestic limited partnership or of a foreign limited partnership (whether or not such foreign limited partnership has procured, or is required under the provisions of Code Section
14-9-902
to procure, a certificate of authority to transact business in this state), and title to any estate so acquired shall vest in the domestic or foreign limited partnership itself rather than in the partners individually. The specification of this power shall not be construed to limit any other power which such domestic or foreign limited partnership may possess.
(c)
Instruments executed by a domestic or foreign limited partnership conveying an interest in real property located in this state, when signed on behalf of such limited partnership by a person purporting to be a general partner of such limited partnership, shall be presumed to have been duly authorized by and binding upon such limited partnership unless contrary limitations on the authority of the general partner are set forth in the certificate of limited partnership and a copy of the certificate of limited partnership certified by the Secretary of State is filed in the office of the clerk of the superior court of the county where the real property is located and recorded in the book kept by such clerk for statements of partnership pursuant to Code Section
14-8-10.1
.
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 1 - GENERAL PROVISIONS (§§ 14-9-100 — 14-9-109) › Section 14-9-107 - Business transactions of partner with partnership

Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not 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 1 - GENERAL PROVISIONS (§§ 14-9-100 — 14-9-109) › Section 14-9-108 - Indemnification of partners or other persons; expansion, restriction, or elimination of partner's duties and liabilities in partnership agreement

(a)
Subject to any limitations expressly set forth in the partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever, provided that the partnership shall not indemnify any person:
(1)
For intentional misconduct or a knowing violation of law; or
(2)
For any transaction for which the person received a personal benefit in violation or breach of any provision of the partnership agreement.
This Code section shall govern limited partnerships to the exclusion of paragraph (2) of Code Section
14-8-18
.
(b)
To the extent that, at law or in equity, a partner has duties including but not limited to fiduciary duties and liabilities relating thereto to a limited partnership or another partner:
(1)
The partner's duties and liabilities may be expanded, restricted, or eliminated by provisions in the partnership agreement; provided, however, that no such provision shall eliminate or limit the liability of a partner for intentional misconduct or a knowing violation of law or for any transaction for which the partner received a personal benefit in violation or breach of any provision of the partnership agreement; and
(2)
The partner shall have no liability to the limited partnership or to any other partner for his or her good faith reliance on the provisions of the partnership agreement, including, without limitation, provisions thereof that relate to the scope of duties including but not limited to fiduciary duties of 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 1 - GENERAL PROVISIONS (§§ 14-9-100 — 14-9-109) › Section 14-9-109 - Evidence of filing

A certificate attached to a copy of a document or electronic transmission filed by the Secretary of State, bearing his or her signature, which may be in facsimile, and the printed or embossed seal of this state, or its electronic equivalent, is prima-facie evidence that the original document has been filed with the Secretary of 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 2 - FORMATION, AMENDMENT, CANCELLATION, MERGER (§§ 14-9-201 — 14-9-206.9) › Section 14-9-201 - Certificate of limited partnership

(a)
In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the office of the Secretary of State. The certificate must set forth:
(1)
The name of the limited partnership;
(2)
The address of the registered office and the name and address of the initial agent for service of process required to be maintained by Code Section
14-9-104
;
(3)
The name and the business address of each general partner; and
(4)
Any other matters the general partners determine to include therein.
(b)
A limited partnership exists from the time of the filing of the certificate of limited partnership in the office of the Secretary of State or from a later time or later time and date, not to exceed 90 days from the date of filing, specified in the certificate of limited partnership, to the time of cancellation pursuant to subsection (c) of Code Section
14-9-206
.
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 14-9-202 - Amendment of certificate

(a)
A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the Secretary of State. The certificate must set forth:
(1)
The name of the limited partnership;
(2)
The date of filing of the certificate of limited partnership;
(3)
The amendment to the certificate; and
(4)
If the amendment is to become effective later than the time of filing, the effective date, or effective time and date, which may not be later than 90 days after the filing date of the amendment.
(b)
A certificate of limited partnership may be amended at any time for any proper purpose the general partners determine.