General Provisions

O.C.G.A. tit. 14, ch. 9, art. 1

in effect

O.C.G.A. § 14-9-100 Short title.

14-9-100. Short title. This chapter shall be known and may be cited as the "Georgia Revised Uniform Limited Partnership Act." (Code 1981, § 14-9-100, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 2017, p. 774, § 14/HB 323.)

O.C.G.A. § 14-9-101 Definitions.

14-9-101. Definitions. As used in this chapter, unless the context of a provision of this chapter otherwise requires or unless otherwise defined in the partnership agreement: (1) "Certificate of limited partnership" means the certificate referred to in Code Section 14-9-201, and such certificate as amended or restated. (2) "Contribution" means a contribution to the capital of a limited partnership authorized by Code Section 14-9-501. (2.1) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient. (3) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in Code Section 14-9-602. (3.1) "Foreign limited liability company" means a limited liability company formed under the laws of a jurisdiction other than this state. (4) "Foreign limited partnership" means a partnership formed under the laws of another state and having as partners one or more general partners and one or more limited partners. (5) "General partner" means a person who: (A) Becomes a general partner upon the formation of a limited partnership in accordance with Code Section 14-9-201 or becomes a general partner in accordance with Code Section 14-9-401, is named in the certificate of limited partnership as a general partner and has not ceased to be a general partner pursuant to Code Section 14-9-602; or (B) Is a general partner of a foreign limited partnership in accordance with the law of the state of organization. (6) "Interest" means interest at the legal rate that applies when the percentage rate is not named in the contract as provided by Code Section 7-4-2 or any successor statute. (6.1) "Limited liability company" means any limited liability company formed under Chapter 11 of this title. (7) "Limited partner" means a person who: (A) Has been admitted to a limited partnership as a limited partner in accordance with Code Section 14-9-301 and has not withdrawn as a limited partner pursuant to Code Section 14-9-603; or (B) Is a limited partner in a foreign limited partnership in accordance with the law of the state of organization. (8) "Limited partnership" and "domestic limited partnership" mean a partnership formed in accordance with Code Section 14-9-201 by two or more persons under the laws of this state and having one or more general partners and one or more limited partners. (9) "Partner" means a limited partner or general partner of a limited partnership. (10) "Partnership agreement" means an agreement, written or oral, of the partners of a limited partnership as to the affairs of the limited partnership and the conduct of its business. (11) "Partnership interest" means a partner's share of the capital and profits and losses of a limited partnership, the right to receive distributions of partnership assets, and the right to receive any allocation of income, gain, loss, deduction, credit, or similar items. (12) "Person" means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity, or any person acting in a representative capacity. (13) "State" means the District of Columbia or the Commonwealth of Puerto Rico or any state, territory, possession, or other jurisdiction of the United States. (Code 1981, § 14-9-101, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1999, p. 405, § 22; Ga. L. 2016, p. 225, § 2-4/SB 128.)

O.C.G.A. § 14-9-102 Partnership name.

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. (Code 1981, § 14-9-102, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1989, p. 931, § 1; Ga. L. 1990, p. 257, § 34.)

O.C.G.A. § 14-9-103 Reservation of name.

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. (Code 1981, § 14-9-103, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1989, p. 931, § 2; Ga. L. 1990, p. 257, § 35; Ga. L. 2003, p. 883, § 5.)

O.C.G.A. § 14-9-104 Registered office and agents.

14-9-104. Registered office and agents. (a) Each limited partnership shall continuously maintain in this state: (1) A registered office which may, but need not, be a place of its business in this state; and (2) A registered agent for service of process on the limited partnership. The address of the business office of the registered agent shall be the same as the address of the registered office referred to in paragraph (1) of this subsection. (b) An agent for service of process must be an individual resident of this state, a domestic corporation, professional corporation, or limited liability company, or a foreign corporation or limited liability company authorized to transact business in this state. (c) A limited partnership may change its registered office or its registered agent by filing an amendment to its annual registration setting forth: (1) The name of the limited partnership; (2) The address of its then registered office; (3) If the address of its registered office is to be changed, the new address of the registered office; (4) The name or names of its then registered agent or agents; (5) If its registered agent or agents are to be changed, the name or names of its successor registered agent or agents and the written consent of each successor agent to his or her or its appointment; and (6) That the address of its registered office and the address of the business office of its registered agent or agents, as changed, will be identical. (d) If the Secretary of State finds that such statement conforms to subsection (a) of this Code section, he or she shall file such statement in his or her office; and upon such filing the change of address of the registered office or the change of the registered agent or agents, or both, as the case may be, shall become effective. (e) Any registered agent of a limited partnership may resign as such agent upon filing a written notice thereof with the Secretary of State. The appointment of such agent shall terminate upon the expiration of 30 days after receipt of such notice by the Secretary of State. There shall be attached to such notice an affidavit of such agent, if an individual, or of an officer thereof, if a corporation, that at least ten days prior to the date of filing such notice a written notice of the agent's intention to resign was mailed or delivered to the limited partnership for which such agent is acting. Upon such resignation becoming effective, the address of the business office of the resigned registered agent shall no longer be the address of the registered office of the limited partnership. (f) A registered agent may change his or her or its business address and the address of the registered office of any limited partnership of which he or she or it is a registered agent to another place within this state by filing a statement as required in subsection (c) of this Code section, except that it need be signed only by the registered agent and need not be responsive to paragraph (5) of subsection (c) of this Code section and must recite that a copy of the statement has been mailed or delivered to a representative or agent of each such limited partnership other than the notifying registered agent. (g) Whenever a limited partnership shall fail to appoint or maintain a registered agent in this state, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the Secretary of State shall be an agent of such limited partnership upon whom any process, notice, or demand may be served. Service on the Secretary of State of any such process, notice, or demand shall be made by delivering to and leaving with him or her or with any other person or persons designated by the Secretary of State to receive such service a copy of such process, notice, or demand. The plaintiff or his or her attorney shall certify in writing to the Secretary of State that he or she has forwarded by registered mail or statutory overnight delivery such process, service, or demand to the last registered office or agent listed on the records of the Secretary of State, that service cannot be effected at such office, and that it therefore appears that the limited partnership has failed either to maintain a registered office or appoint a registered agent in this state. Any such service by certification to the Secretary of State shall be answerable in not more than 30 days. The provisions of this subsection may be used notwithstanding any inconsistent provisions of Chapter 11 of Title 9. (h) The Secretary of State shall keep a record of all processes, notices, and demands served upon him or her under this Code section and shall record therein the time of such service and his or her action with reference thereto. (Code 1981, § 14-9-104, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1989, p. 931, § 3; Ga. L. 1999, p. 405, § 23; Ga. L. 2000, p. 1589, § 4; Ga. L. 2002, p. 989, § 12.)

O.C.G.A. § 14-9-105 Records to be kept.

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. (Code 1981, § 14-9-105, enacted by Ga. L. 1988, p. 1016, § 1.)

O.C.G.A. § 14-9-106 Authorized activity; acquisition or conveyance of interest in real property.

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. (Code 1981, § 14-9-106, enacted by Ga. L. 1988, p. 1016, § 1.)

O.C.G.A. § 14-9-107 Business transactions of partner with partnership.

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. (Code 1981, § 14-9-107, enacted by Ga. L. 1988, p. 1016, § 1.)

O.C.G.A. § 14-9-108 Indemnification of partners or other persons; expansion, restriction, or elimination of partner’s duties and liabilities in partnership agreement.

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. (Code 1981, § 14-9-108, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1991, p. 1011, § 1; Ga. L. 1995, p. 470, § 12.)

O.C.G.A. § 14-9-109 Evidence of filing.

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. (Code 1981, § 14-9-109, enacted by Ga. L. 1999, p. 405, § 24.)

Source: Official Code of Georgia (Legislative Counsel's copy via Public.Resource.Org) + acts (legis.ga.gov)URL: https://archive.org/download/gov.ga.ocga.2024/T14%20%28V12%29%202017.txtFetched: 10/24/2026