reglab/statecodes huggingface dataset:
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 7 - PROFESSIONAL CORPORATIONS (§§ 14-7-1 — 14-7-7) › Section 14-7-2 - Definitions

As used in this chapter, the definitions contained in Chapter 2 of this title apply, and the term:
(1)
"Licensed" includes registered, certified, admitted to practice, or otherwise legally authorized under the laws of this state by the appropriate regulating board.
(2)
"Profession" means the profession of certified public accountancy, architecture, chiropractic, dentistry, professional engineering, land surveying, law, pharmacy, psychology, medicine and surgery, optometry, osteopathy, podiatry, veterinary medicine, registered professional nursing, or harbor piloting.
(3)
"Professional corporation" means a corporation, whether domestic or foreign, organized under Chapter 2 of this title which has elected to become subject to this chapter.
(4)
"Regulating board" means any board, commission, court, or governmental authority which, under the laws of this state, is charged with the licensing, registration, certification, admission to practice, or other legal authorization of the practitioners of any profession.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 7 - PROFESSIONAL CORPORATIONS (§§ 14-7-1 — 14-7-7) › Section 14-7-3 - Election to practice as professional corporation; application

A person or a group of persons licensed to practice a profession in this state may elect to practice as a professional corporation by complying with this chapter, irrespective of any law which, on March 11, 1970, prohibited the practice of the profession by a corporation. The articles of incorporation of a professional corporation shall be filed, and the professional corporation shall be organized, under Chapter 2 of this title; and the professional corporation shall pay the fees and costs prescribed therein. The articles shall state that the purpose of the corporation is to practice the profession named in the articles and that the corporation elects to be governed by this chapter. Any corporation organized under the general corporation laws of this state or any professional association organized under Chapter 10 of this title may elect to be governed by this chapter by amending its articles of association so as to make such election and so as to comply with the other requirements of this chapter and with the laws applicable to corporations generally in this state which are not inconsistent with the express provisions of this chapter. A professional corporation and the shareholders of the corporation in their capacity as shareholders shall enjoy the rights, privileges, and immunities and shall be subject to the obligations and liabilities of other corporations organized for profit under Chapter 2 of this title and those of the shareholders of such corporations, except as changed, restricted, or enlarged by this chapter. Professional associations organized under Chapter 10 of this title are expressly authorized to continue to perform professional services pursuant to that Chapter 10 of this title without electing to comply with this chapter.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 7 - PROFESSIONAL CORPORATIONS (§§ 14-7-1 — 14-7-7) › Section 14-7-4 - Professional services

(a)
A professional corporation may practice only one profession, but for the purpose of this chapter:
(1)
The practice of architecture, professional engineering, and land surveying shall be considered the practice of only one profession to the extent that existing laws permit overlapping practices by members of those specific professions not inconsistent with the ethics of the professions involved;
(2)
To the extent not inconsistent with the ethics of the professions involved or otherwise prohibited by law, physicians specializing in ophthalmology who are practicing within their scope of practice as established by law may organize and jointly own a professional corporation with optometrists who are practicing within their scope of practice as established by law; provided, however, that nothing in this paragraph shall authorize optometrists to attach the title "physician" to such optometrists' names or to the name of the professional corporation;
(3)
To the extent not inconsistent with the ethics of the professions involved or otherwise prohibited by law, Doctors of Podiatric Medicine who are practicing within their scope of practice as established by law may organize and jointly own a professional corporation with any Doctors of Medicine or Doctors of Osteopathy who are practicing within their own scope of practice as established by law; and
(4)
To the extent not inconsistent with the ethics of the professions involved or otherwise prohibited by law, chiropractors who are practicing within their scope of practice as established by law may organize and jointly own a professional corporation with physicians who are practicing within their scope of practice as established by law; provided, however, that nothing in this paragraph shall authorize chiropractors to attach the title "physician" to such chiropractors' names or to the name of the professional corporation.
(b)
A professional corporation shall engage in the practice of a profession only through its officers, employees, and agents who are duly licensed or otherwise legally authorized to practice the profession in this state. This restriction shall not, however, prevent the corporation from employing unlicensed persons in capacities in which they are not rendering professional services to the public in the course of their employment.
(c)
At least one member of the board of directors and the president of a professional corporation shall be licensed to practice the profession for which the corporation is organized. If the governing board of a professional corporation includes persons not so licensed, the corporation shall, by creation of a standing committee of the board or otherwise, vest the responsibility for decisions relating wholly to professional considerations in persons who are so licensed.
Amended by 2021 Ga. Laws 34,§ 1, eff. 7/1/2021.
Amended by 2020 Ga. Laws 474,§ 1, eff. 1/1/2021.
Amended by 2015 Ga. Laws 194,§ 1, eff. 7/1/2015.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 7 - PROFESSIONAL CORPORATIONS (§§ 14-7-1 — 14-7-7) › Section 14-7-6 - Name

The name of a professional corporation shall satisfy the requirements of Code Section
14-2-401
; provided, however, that, in lieu of the use of a word or abbreviation as required by paragraph (1) of subsection (a) of that Code section, the word "associated," the phrase "professional association," the phrase "professional corporation," or an abbreviation of any of them may be used.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 7 - PROFESSIONAL CORPORATIONS (§§ 14-7-1 — 14-7-7) › Section 14-7-7 - Standards of practice; standards applicable to professional relationship and legal liabilities

Nothing contained in this chapter shall limit the authority and duty of any regulating board to regulate the several professions including the right to establish and enforce standards of practice, and nothing contained in this chapter shall change the law or existing standards applicable to the relationship between the person furnishing a professional service and the person receiving such service, including, but not by way of limitation, the rules of privileged communication and the contract, tort, and other legal liabilities and professional relationships between such persons.
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 14-8-1 - Short title

This chapter shall be known and may be cited as the "Uniform 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 8 - PARTNERSHIPS (§§ 14-8-1 — 14-8-64) › Section 14-8-2 - Definitions

As used in this chapter, the term:
(1)
"Bankrupt" means a person who is the subject of:
(A)
The entry of an order for relief under Section 303(h) of the Bankruptcy Code (
11 U.S.C. Section 303(h)
) or the filing of a petition for voluntary bankruptcy under Section 301 of the Bankruptcy Code (
11 U.S.C. Section 301
) as these provisions may be now or hereafter amended; or
(B)
An equivalent order or petition under any successor statute or code of general application; or
(C)
An equivalent order or petition under any state insolvency Act.
(2)
"Business" includes every trade, occupation, or profession.
(3)
"Conveyance" includes every assignment, deed, transfer, lease (including the creation of a usufruct), mortgage or pledge of tangible, intangible, or real property, and also the creation or cancellation of any lien, encumbrance, or security title.
(4)
"Court" includes every court and judge having jurisdiction in the case.
(4.1)
"Foreign limited liability company" means a limited liability company formed under the laws of a jurisdiction other than this state.
(5)
"Foreign limited liability partnership" means any limited liability partnership and any limited liability limited partnership formed under the laws of a jurisdiction other than this state.
(6)
"Interest" means interest at the legal rate which applies where the rate percent is not named in the contract as provided by Code Section
7-4-2
or any successor statute.
(6.05)
"Limited liability company" means any limited liability company formed under Chapter 11 of this title.
(6.1)
"Limited liability partnership" means any partnership governed by this chapter, and any limited partnership that either is organized under Chapter 9 of this title or has elected to be subject to the provisions of Chapter 9 of this title pursuant to subsection (b) of Code Section
14-9-1201
, that has become a limited liability partnership under Code Section
14-8-62
and that complies with Code Section
14-8-63
.
(7)
"Person" includes a natural person, partnership, limited liability partnership, limited partnership (domestic or foreign), trust, estate, association, or corporation. Any person may be a partner unless the person lacks capacity apart from this chapter.
(8)
"Real property" includes any estate or interest, including usufructory interests, in, over, or under land, including minerals, structures, fixtures, and other things which by custom, usage, or law pass with a conveyance of land though not described or mentioned in an instrument of conveyance or in a contract to make such a conveyance.
Amended by 2016 Ga. Laws 364,§ 2-3, eff. 7/1/2016.
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 14-8-3 - "Knowledge" and "notice" defined

(a)
A person has "knowledge" of a fact within the meaning of this chapter not only when such person has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances shows bad faith.
(b)
A person has "notice" of a fact within the meaning of this chapter when the person who claims the benefit of the notice:
(1)
States the fact to such person; or
(2)
Delivers through the mail, or by other means of communication, a written statement of the fact to such person or to a proper person at his place of business or residence.
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 14-8-4 - Construction with other laws

(a)
The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
(b)
The law of estoppel shall apply under this chapter.
(c)
The law of agency shall apply under this chapter.
(d)
This chapter shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it.
(e)
This chapter shall not be construed so as to impair the obligations of any contract existing when this chapter goes into effect, nor to affect any action or proceedings begun or right accrued before this chapter takes effect.
(f)
This chapter being a general Act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if that construction can reasonably be avoided.
(g)
The validity of an instrument executed on behalf of the partnership by a partner shall not be affected by the formality with which the partnership contract was executed.
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 14-8-5 - Governing laws in absence of specific provision in this chapter

In any case not provided for in this chapter, the other provisions of this Code and the rules of common law and equity shall govern.
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 14-8-6 - "Partnership" defined

(a)
A partnership is an association of two or more persons to carry on as co-owners a business for profit and includes, for all purposes of the laws of this state, a limited liability partnership.
(b)
But any association formed under any other statute of this state, or any statute adopted by authority, other than the authority of this state, is not a partnership under this chapter, unless such association would have been a partnership in this state prior to the adoption of this chapter; but this chapter shall apply to limited partnerships except insofar as the statutes relating to such partnerships are inconsistent with 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 14-8-7 - Determination of existence of partnership

In determining whether a partnership exists, the following rules shall apply:
(1)
Except as provided by Code Section
14-8-16
persons who are not partners as to each other are not partners as to third persons;
(2)
Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not of itself establish a partnership, whether such co-owners do or do not share any profits made by the use of the property;
(3)
The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived;
(4)
The receipt by a person of a share of the profits of a business is prima-facie evidence that he is a partner in the business; provided, however, that no such inference shall be drawn if profits were received in payment of the following, even though the amount of payment varies with the profits of the business:
(A)
A debt, whether by installments or otherwise;
(B)
Wages, salary, or other compensation to an employee or independent contractor;
(C)
Rent to a landlord;
(D)
An annuity or other payment to a surviving spouse or representative of a deceased partner;
(E)
Interest or other payment or charge on a loan;
(F)
Consideration for the sale of good will of a business or other property, whether by installments or otherwise.
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 14-8-8 - Determination of ownership of property

(a)
Subject to subsection (d) of this Code section, property, whether real or personal, is presumed to be partnership property where:
(1)
It is included as such in the agreement of partnership or described in any recorded statement of partnership under Code Section
14-8-10.1
; or
(2)
It is acquired in the partnership name.
(b)
Subject to subsection (d) of this Code section, property is presumed to be partnership property if it is purchased with partnership funds even though the title or other interest is acquired in the name of an individual partner or partners.
(c)
Subject to paragraph (1) of subsection (a) and subsection (d) of this Code section, where property is acquired in the name of an individual partner or partners without use of partnership funds the property shall be presumed to be the separate property of that individual partner or partners even though the property was used for partnership purposes.
(d)
Real property and other property held of public record otherwise than in the partnership name, the ownership of which is customarily publicly recorded, shall not be deemed to be partnership property to the prejudice of a person who is not a partner and who did not have actual knowledge to the contrary.
(e)
Where property was partnership property under a predecessor partnership, the business of which was continued under a new or reconstituted partnership, the presumption of subsection (c) of this Code section shall not be applicable and whether such property is to be considered partnership property of the new partnership or the separate property of the surviving members of the predecessor partnership shall be determined on the basis of the intention of the parties.
(f)
Any estate in real property may be acquired in the partnership name and title to any estate so acquired shall vest in the partnership itself rather than in the partners individually. Title may be conveyed in accordance with Code Section
14-8-10
.
(g)
A conveyance to a partnership in the partnership name, though without words of inheritance, passes the entire estate of the grantor unless a contrary intent appears.
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 14-8-9 - Agency of partners for partnership

Subject to the provisions of Code Section
14-8-10.1
:
(1)
Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom he is dealing has knowledge of the fact that he has no such authority;
(2)
An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners in the partnership agreement, at the time of the transaction or at any other time;
(3)
Unless authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to:
(A)
Assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership;
(B)
Dispose of the good will of the business;
(C)
Do any other act which would make it impossible to carry on the ordinary business of a partnership;
(D)
Confess a judgment;
(E)
Submit a partnership claim or liability to arbitration or reference;
(4)
No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction.
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 14-8-10 - Conveyance of real property by partners

(a)
Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property if the partnership proves that the partner's act did not bind the partnership under the provisions of Code Section
14-8-9
, unless such property has been conveyed by the grantee or a person claiming through such grantee to a holder for value without knowledge that the partner, in making the conveyance, has exceeded his authority.
(b)
Where title to real property is in the name of one or more but not all the partners, and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to such property, but the partnership may recover such property if the partnership proves that the partners' act did not bind the partnership under the provisions of Code Section
14-8-9
, unless the purchaser or his assignee is a holder for value without knowledge.
(c)
Where title to real property is in the name of one or more or all the partners, or in a third person in trust for the partnership, a conveyance executed by a partner in the partnership name, or in his own name, passes the equitable interest of the partnership unless the partnership proves that the act was not one within the authority of the partner under the provisions of Code Section
14-8-9
.
(d)
Where the title to real property is in the names of all the partners a conveyance executed by all the partners passes all their rights in such property.
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 14-8-11 - Representation of partnership affairs by partner

An admission or representation made by any partner concerning partnership affairs within the scope of his authority is evidence against 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 14-8-12 - Notice to or knowledge of the partnership

Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have communicated it to the acting partner operate as notice to or knowledge of the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
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 14-8-13 - Liability of partnership for acts of partners

Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his copartners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same extent as the partner so acting or omitting to 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 14-8-14 - Recovery from partnership for loss caused by wrongful act of partner

The partnership is bound to make good the loss:
(1)
Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and
(2)
Where the partnership in the course of its business receives money or property of a third person and the money or property so received is misapplied by any partner while it is in the custody 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 14-8-15 - Liability of partners

(a)
Except as provided in subsection (b) of this Code section, all partners are jointly and severally liable for all debts, obligations, and liabilities of the partnership.
(b)
Subject to subsection (c) of this Code section and to any contrary agreement among the partners, a partner in a limited liability partnership is not individually liable or accountable either directly or indirectly by way of indemnification, reimbursement, contribution, assessment, or otherwise for any debts, obligations, or liabilities of or chargeable to the partnership or another partner, whether arising in tort, contract, or otherwise, that are incurred, created, or assumed while such partnership is a limited liability partnership, solely by reason of being such a partner or acting or omitting to act in such capacity or otherwise participating in the conduct of the activities of the limited liability partnership. Notwithstanding the provisions of this subsection, a partner may be personally liable for tax liabilities arising from the operation of the limited liability partnership as provided in Code Section
48-2-52
.
(c)
Subsection (b) of this Code section shall not affect the liability of a partner in a limited liability partnership or the liability of the limited liability partnership for such partner's own errors, omissions, negligence, malpractice, wrongful acts, incompetence, or misconduct.
(d)
A partner in a limited liability partnership is not a proper party to a proceeding if the object of the proceeding is to hold such partner liable either directly or indirectly by way of indemnification, reimbursement, contribution, assessment, or otherwise for liabilities for which such partner is not liable by reason of the provisions of this Code section.
Amended by 2001 Ga. Laws 302, § 2, eff. 4/27/2001.
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 14-8-16 - Liability of person representing himself as a partner

(a)
When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to any one, as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such person to whom such representation has been made, who has, on the faith of such representation, given credit to the actual or apparent partnership, and if he has made such representation or consented to its being made in a public manner he is liable to such person, whether the representation has or has not been made or communicated to such person so giving credit by or with the knowledge of the apparent partner making the representation or consenting to its being made.
(1)
When a partnership liability results, he is liable as though he were an actual member of the partnership.
(2)
When no partnership liability results, he is liable jointly with the other persons, if any, so consenting to the contract or representation as to incur liability, otherwise separately.
(b)
When a person has been thus represented to be a partner in an existing partnership, or with one or more persons not actual partners, he is an agent of the persons consenting to such representation to bind them to the same extent and in the same manner as though he were a partner in fact, with respect to persons who rely upon the representation. Where all the members of the existing partnership consent to the representation, a partnership act or obligation results; but in all other cases it is the joint act or obligation of the person acting and the persons consenting to the representation.
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 14-8-17 - Liability of incoming partner

A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership property.
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 14-8-18 - Rights and duties of partners

The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules:
(1)
Each partner shall be repaid his or her contributions, whether by way of capital or advances to the partnership property and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied; and, except as provided in subsection (b) of Code Section
14-8-15
, must contribute towards the losses, whether of capital or otherwise, sustained by the partnership according to his or her share in the profits;
(2)
The partnership must indemnify every partner in respect of payments made and personal liabilities reasonably incurred by him in the ordinary and proper conduct of its business, or for the preservation of its business or property;
(3)
A partner, who in aid of the partnership makes any payment or advance beyond the amount of capital which he agreed to contribute, shall be paid interest from the date of the payment or advance;
(4)
A partner shall receive interest on the capital contributed by him only from the date when repayment should be made;
(5)
All partners have equal rights in the management and conduct of the partnership business;
(6)
No partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for his services in winding up the partnership affairs;
(7)
No person can become a member of a partnership without the consent of all the partners;
(8)
Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.
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 14-8-19 - Partnership books

The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them.
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 14-8-20 - Responsibility of partners to reveal true information to representative of deceased partner

Partners shall render, to the extent the circumstances render it just and reasonable, true and full information of all things affecting the partners to any partner and to the legal representative of any deceased partner or of any partner under legal disability.
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 14-8-21 - Benefits derived by a partner without the consent of other partners

(a)
Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by him of its property.
(b)
This Code section applies also to the representatives of a deceased partner engaged in the liquidation of the affairs of the partnership as the personal representatives of the last surviving partner.
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 14-8-22 - Right to formal accounting of partnership affairs

In addition to the remedies or methods of dispute resolution provided for in the partnership agreement, any partner shall have the right to a formal accounting as to partnership affairs:
(1)
If he is wrongfully excluded from the partnership business or possession of its property by his copartners;
(2)
If the right exists under the terms of any agreement;
(3)
If the right exists under Code Section
14-8-21
; or
(4)
Whenever other circumstances render it just and reasonable.
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 14-8-23 - Continuation of partnership after time of termination

(a)
When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will.
(b)
A continuation of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima-facie evidence of a continuation 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 14-8-24 - Property rights of partner

The property rights of a partner are:
(1)
His rights in specific partnership property;
(2)
His interest in the partnership; and
(3)
His right to participate in the management.
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 14-8-25 - Incidents of tenancy in partnership

(a)
A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership.
(b)
The incidents of the tenancy are such that:
(1)
A partner, subject to the provisions of this chapter and to any agreement between the partners, has an equal right with his partners to possess specific partnership property for partnership purposes; but he has no right to possess such property for any other purpose without the consent of his partners;
(2)
A partner's right in specific partnership property is not assignable except in connection with the assignment of rights of all the partners in the same property;
(3)
A partner's right in specific partnership property is not subject to attachment, judgment lien, execution, or other enforcement of a claim except on a claim against the partnership. When partnership property is attached for a partnership debt the partners, or any of them, or the representatives of a deceased partner, cannot claim any right under the homestead or exemption laws;
(4)
On the death of a partner his right in specific partnership property vests in the surviving partner or partners, except where the deceased was the last surviving partner, when his right in such property vests in his legal representative. Such surviving partner or partners, or the legal representative of the last surviving partner, has no right to possess the partnership property for any but a partnership purpose;
(5)
A partner's right in specific partnership property is not subject to the year's support provided for in former Code Sections
53-5-1
and
53-5-2
as such existed on December 31, 1997, if applicable, or in Code Sections
53-3-1
,
53-3-2
,
53-3-4
,
53-3-5
, and
53-3-7
.
(c)
Nothing in Code Section
14-8-24
and this Code section shall modify, affect, or act in derogation of any portion of this chapter concerning the manner of vesting title to property (including, without limitation, real property) in the name of the partnership or the ownership of such property by the partnership.
Amended by 2011 Ga. Laws 245,§ 14, eff. 5/13/2011.
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 14-8-26 - Interest of partner in partnership

A partner's interest in the partnership is his share of the profits and surplus, and the same is personal property.
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 14-8-27 - Conveyance of partnership interest; dissolution of partnership

(a)
Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part.
(b)
A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner would otherwise be entitled.
(c)
In case of a dissolution of the partnership, the assignee is entitled to receive his assignor's interest and may require an account pursuant to Code Section
14-8-43
from the date only of the last account agreed to by all the partners.
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 14-8-28 - Judgment creditor of a partner against debtor partner's interest in partnership

(a)
On due application to a competent court by any judgment creditor of a partner or of any assignee of an interest in the partnership, the court which entered the judgment, order, or decree, or any other court, may charge the interest of the debtor partner or such assignee with payment of the unsatisfied amount of such judgment debt with interest thereon and may then or later appoint a receiver of his share of the profits, and of any other money or other assets due or to fall due to him in respect of the partnership, and, subject to subsection (b) of this Code section, make all other orders, directions, accounts, and inquiries which the debtor partner or such assignee might have made, or which the circumstances of the case may require.
(b)
An interest charged pursuant to subsection (a) of this Code section is not liable to be seized and sold by the judgment creditor under execution.
(c)
The interest charged may be redeemed or purchased without thereby causing a dissolution:
(1)
With separate property, by any one or more of the partners; or
(2)
With the partnership property, by any one or more of the partners with the consent of all the partners whose interests are not so charged or sold.
(d)
Nothing in this chapter shall be held to deprive a partner of his right, if any, under the exemption law, as regards his interest in the partnership.
(e)
In addition to the remedy conferred by subsection (a) of this Code section, the interest of a partner in the partnership may be reached by a judgment creditor by process of garnishment served on the firm, provided that the complaint upon which the judgment was obtained was personally served upon such partner.
(f)
Subject to subsection (b) of this Code section, the remedies conferred by subsections (a) and (e) of this Code section shall not be deemed exclusive of others which may exist.
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 14-8-29 - Cessation of partners' association in carrying on partnership after dissolution

Upon dissolution of a partnership the partners cease to be associated in the carrying on of the partnership. The partnership shall continue until termination pursuant to Code Section
14-8-30
and until termination the partners shall be associated in the winding up 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 14-8-30 - Continuation of dissolved partnership during wind-up of partnership's affairs

On dissolution the partnership is not terminated, but continues until the winding up of the partnership affairs is completed.
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 14-8-31 - Causation of dissolution

(a)
Dissolution is caused:
(1)
By the termination of the definite term or particular undertaking specified in the agreement;
(2)
By the express will or withdrawal of any partner;
(3)
By the expulsion of any partner from the business in accordance with the terms of the agreement between the partners;
(4)
By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership;
(5)
By the death of any partner, unless there is a written agreement between the partners expressly providing otherwise;
(6)
By decree of court under Code Section
14-8-32
;
(7)
In other circumstances as provided in the agreement between the partners.
(b)
Unless otherwise provided in the partnership agreement, dissolution is not caused solely by admission of a new partner.
(c)
Subject to contrary agreement of the partners, a dissolution is not in contravention of the partnership agreement if it is caused at any time by the express will of all of the partners who have not assigned their interests or suffered them to be charged for their 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 14-8-32 - Dissolution of partnership by court decree

(a)
On application by or for a partner the court shall decree a dissolution whenever:
(1)
A partner has been declared mentally incapacitated in any judicial proceeding or is shown to be of unsound mind;
(2)
A partner becomes in any other way incapable of performing his part of the partnership contract;
(3)
A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business;
(4)
A partner willfully or persistently commits a breach of the partnership agreement or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him;
(5)
Other circumstances render a dissolution equitable.
(b)
On the application of the purchaser of a partner's interest under Code Section
14-8-27
, the court shall decree a dissolution:
(1)
After the termination of the specified term or particular undertaking;
(2)
At any time if the partnership was a partnership at will when the interest was assigned.
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 14-8-33 - Limitation of authority of partner to act for dissolved partnership

Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership:
(1)
With respect to the partners, as declared in Code Section
14-8-34
; and
(2)
With respect to persons not partners, as declared in Code Section
14-8-35
.
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 14-8-34 - Liability of partners to copartners for actions following dissolution of partnership

Subject to contrary agreement of the partners, each partner is liable to his or her copartners for his or her share of any liability created by any partner acting for the partnership after dissolution as if the partnership had not been dissolved; provided, however, that a partner shall not be liable to the partner acting for the partnership after dissolution where:
(1)
The dissolution being by act of any partner, the partner acting for the partnership had knowledge of the dissolution;
(2)
The dissolution being by the death of a partner, the partner acting for the partnership had knowledge or notice of the death;
(3)
The dissolution is not by the act or death of a partner; or
(4)
The liability is for a debt or obligation for which the partner is not liable as provided in subsection (b) of Code Section
14-8-15
.
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 14-8-35 - Actions which can bind a dissolved partnership; liability of partners

(a)
After dissolution a partner can bind the partnership except as provided in subsection (c) of this Code section:
(1)
By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution;
(2)
By any transaction which would bind the partnership if dissolution had not taken place, provided the other party to the transaction:
(A)
Was a creditor of the partnership at the time of dissolution or had extended credit to the partnership within two years prior to dissolution and, in either case, had no knowledge or notice of such partner's want of authority;
(B)
Though he had not so extended credit, had nevertheless known of the partnership prior to dissolution, and, having no knowledge or notice of dissolution, the fact of dissolution had not been advertised in a newspaper of general circulation in the place (or in each place if more than one) at which the partnership business was regularly carried on.
(b)
The liability of a partner under paragraph (2) of subsection (a) of this Code section shall be satisfied out of partnership assets alone when such partner had been prior to dissolution:
(1)
Unknown as a partner to the person with whom the contract is made; and
(2)
So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to his connection with it.
(c)
The partnership is in no case bound by any act of a partner after dissolution:
(1)
Where the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs;
(2)
Where the partner has become bankrupt; or
(3)
Where the partner has no authority to wind up partnership affairs; except by a transaction with one who:
(A)
Was a creditor of the partnership at the time of dissolution or had extended credit to the partnership within two years prior to dissolution and, in either case, had no knowledge or notice of such partner's want of authority;
(B)
Had not extended credit to the partnership prior to dissolution, and, having no knowledge or notice of such partner's want of authority, the fact of such partner's want of authority had not been advertised in the manner provided for advertising the fact of dissolution in subparagraph (a)(2)(B) of this Code section.
(d)
Nothing in this Code section shall affect the liability under Code Section
14-8-16
of any person who after dissolution represents himself or consents to another representing him as a partner in a partnership engaged in carrying on business.