O.C.G.A. § 14-8-1 Short title.
14-8-1. Short title.
This chapter shall be known and may be cited as the "Uniform Partnership Act."
(Code 1981, § 14-8-1, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 2017, p. 774, § 14/HB 323.)
Partnerships
O.C.G.A. tit. 14, ch. 8
in effectO.C.G.A. § 14-8-2 Definitions.
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.
(Code 1981, § 14-8-2, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1994, p. 1674, § 1; Ga. L. 1995, p. 470, § 1; Ga. L. 1996, p. 787, § 1; Ga. L. 1997, p. 143, § 14; Ga. L. 2016, p. 225, § 2-3/SB 128.)
O.C.G.A. § 14-8-3 ‘‘Knowledge’’ and ‘‘notice’’ defined.
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.
(Code 1981, § 14-8-3, enacted by Ga. L. 1984, p. 1439, § 1.)
O.C.G.A. § 14-8-4 Construction with other laws.
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.
(Code 1981, § 14-8-4, enacted by Ga. L. 1984, p. 1439, § 1.)
O.C.G.A. § 14-8-5 Governing laws in absence of specific provision in this chapter.
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.
(Code 1981, § 14-8-5, enacted by Ga. L. 1984, p. 1439, § 1.)
O.C.G.A. § 14-8-6 ‘‘Partnership’’ defined.
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.
(Code 1981, § 14-8-6, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1995, p. 470, § 2.)
O.C.G.A. § 14-8-7 Determination of existence of partnership.
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.
(Code 1981, § 14-8-7, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1994, p. 97, § 14.)
O.C.G.A. § 14-8-8 Determination of ownership of property.
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.
(Code 1981, § 14-8-8, enacted by Ga. L. 1984, p. 1439, § 1.)
O.C.G.A. § 14-8-9 Agency of partners for partnership.
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.
(Code 1981, § 14-8-9, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1994, p. 97, § 14.)
O.C.G.A. § 14-8-10 Conveyance of real property by partners.
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.
(Code 1981, § 14-8-10, enacted by Ga. L. 1984, p. 1439, § 1.)
O.C.G.A. § 14-8-10.1 Statement of partnership generally.
14-8-10.1. Statement of partnership generally.
(a) A statement of partnership in the name of the partnership, signed by all of the partners and witnessed and notarized, may be recorded in the office of the clerk of the superior court of any county and shall be recorded by such clerk in a book to be kept for that purpose and open to public inspection. If the partnership shall desire to file such a statement in more than one county, a transcript of the statement, duly certified by the clerk in whose office it was originally filed, under such clerk's official seal, shall be filed and recorded in like manner in the office of the clerk of the superior court in every such county. As a prerequisite to such filing, the clerk of each such registry may collect a fee in the amount of the fee then allowed for the filing of certificates of limited partnerships.
(b) A statement of partnership shall state:
(1) The name of the partnership;
(2) The location of the principal place of business of the partnership, if any;
(3) The names and places of residence of all of the partners;
(4) The term for which the partnership is to exist, or that it is to exist until terminated by law or according to its provisions;
(5) Any limitations on the authority of one or more partners to act on behalf of the other partners or the partnership, beyond that authority defined in this chapter, which the partnership desires to disclose;
(6) Any authority beyond that defined in this chapter on the part of one or more partners to act on behalf of the other partners or the partnership which the partnership desires to disclose;
(7) Any property (including real property) belonging to the partnership, which the partnership desires to disclose; provided that, with respect to real property, owned by the partnership but not titled in the name of the partnership, at the time the statement (or any amendment thereto disclosing such real property) is filed, the partnership shall also file and record in the deed records of the county wherein such real property lies a deed or deeds conveying such real property to the partnership filing the statement (or amendment). Title to all real property so conveyed shall be deemed to be held in the partnership name from the date of the filing of such statement (or amendment) and deed or deeds in the county wherein such real property lies;
(8) If the partnership or the partnership business has been continued despite the death or withdrawal of any partner by reason of an agreement provided for in Code Section 14-8-31 or 14-8-38, the statement or any amendment thereto may state the name and date of death or withdrawal of such deceased or withdrawing (whether voluntarily or involuntarily, according to the terms of the agreement) partner and that the partnership or the partnership business was continued despite such death or withdrawal because of the existence of such agreement; and
(9) If a new partner has been admitted to the partnership, the statement or any amendment thereto may state the name and date of admission of such new partner.
(c) A statement of partnership may state such other matters as the partnership may desire to disclose.
(d) The information referred to in subsections (b) and (c) of this Code section may be provided in whole or in part by recording a partnership agreement as the statement of partnership.
(e) A statement of partnership may be amended at any time and for any proper purpose the partners may determine by instrument executed and recorded in the same manner as such statement. Such instrument shall set forth:
(1) The name of the partnership;
(2) The date or dates of filing of the statement of partnership and any prior amendments thereto;
(3) The place or places (by reference to book and page) wherein the statement of partnership and any prior amendments thereto are recorded; and
(4) The amendment to the statement of partnership.
(f) It shall be conclusively presumed against the partnership that all facts stated in the statement of partnership are true. Without limiting the generality of the foregoing, it shall be conclusively presumed against the partnership that the persons named as partners in a statement of partnership are members of the partnership named, that they are all of the members of the partnership, that the partners have the authority disclosed by this statement, that there are no limitations on this authority beyond those contained in this chapter other than those disclosed in this statement, that any partner stated to be dead is deceased, that any partner stated to have been admitted as a new partner has been admitted to the partnership, and that any partner stated to have withdrawn has withdrawn from the partnership. The conclusive presumption under this subsection or under subsection (g) of this Code section shall not arise with respect to a statement of partnership if and from the date that there is recorded by anyone claiming to be a partner, or a personal representative, whether executor, administrator, guardian, or conservator, of such partner, an affidavit, sworn to by the person executing it, which shall set forth the name of the partnership, a statement that such person claims to be a member of such partnership, or a personal representative of such member, or a statement that any of the persons named in a previously recorded statement of partnership are not members of such partnership, or a statement that any of the other facts stated in a previously recorded statement of partnership are not true. Said affidavit shall not be effective to the prejudice of a person who is not a partner:
(1) In connection with a transaction involving partnership real property, unless the affidavit was recorded in the county in which the property is located; or
(2) In connection with any other transaction if the affidavit was not recorded in a county in which the statement of partnership was recorded, the person relied on a statement of partnership recorded in such county, and the person had no knowledge or notice of the affidavit.
(g) The existence of the facts described in subsection (f) of this Code section shall be conclusively presumed in favor of the partnership and against a grantee from the partnership, or a person claiming through such grantee, of partnership real property located in a county in which a statement of partnership or a certified copy thereof has been recorded. It shall also be conclusively presumed in favor of the partnership and against such a grantee or person that a partner's authority to act for the partnership is limited as provided in a statement of partnership.
(Code 1981, § 14-8-10.1, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1985, p. 1436, § 1; Ga. L. 1989, p. 927, § 1.)
O.C.G.A. § 14-8-11 Representation of partnership affairs by partner.
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.
(Code 1981, § 14-8-11, enacted by Ga. L. 1984, p. 1439, § 1.)
O.C.G.A. § 14-8-12 Notice to or knowledge of the partnership.
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.
(Code 1981, § 14-8-12, enacted by Ga. L. 1984, p. 1439, § 1.)
O.C.G.A. § 14-8-13 Liability of partnership for acts of partners.
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.
(Code 1981, § 14-8-13, enacted by Ga. L. 1984, p. 1439, § 1.)
O.C.G.A. § 14-8-14 Recovery from partnership for loss caused by wrongful act of partner.
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.
(Code 1981, § 14-8-14, enacted by Ga. L. 1984, p. 1439, § 1.)
O.C.G.A. § 14-8-15 Liability of partners.
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.
(Code 1981, § 14-8-15, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1995, p. 470, § 3; Ga. L. 2001, p. 984, § 2.)
O.C.G.A. § 14-8-15.1 Power to sue or be sued.
14-8-15.1. Power to sue or be sued.
A partnership may sue or be sued in its common name.
(Code 1981, § 14-8-15.1, enacted by Ga. L. 1987, p. 1444, § 1.)
O.C.G.A. § 14-8-16 Liability of person representing himself as a partner.
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.
(Code 1981, § 14-8-16, enacted by Ga. L. 1984, p. 1439, § 1.)
O.C.G.A. § 14-8-17 Liability of incoming partner.
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.
(Code 1981, § 14-8-17, enacted by Ga. L. 1984, p. 1439, § 1.)
O.C.G.A. § 14-8-18 Rights and duties of partners.
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.
(Code 1981, § 14-8-18, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1995, p. 470, § 4.)
O.C.G.A. § 14-8-19 Partnership books.
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.
(Code 1981, § 14-8-19, enacted by Ga. L. 1984, p. 1439, § 1.)
O.C.G.A. § 14-8-20 Responsibility of partners to reveal true information to representative of deceased partner.
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.
(Code 1981, § 14-8-20, enacted by Ga. L. 1984, p. 1439, § 1.)
O.C.G.A. § 14-8-21 Benefits derived by a partner without the consent of other partners.
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.
(Code 1981, § 14-8-21, enacted by Ga. L. 1984, p. 1439, § 1.)
O.C.G.A. § 14-8-22 Right to formal accounting of partnership affairs.
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.
(Code 1981, § 14-8-22, enacted by Ga. L. 1984, p. 1439, § 1.)
O.C.G.A. § 14-8-23 Continuation of partnership after time of termination.
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.
(Code 1981, § 14-8-23, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1994, p. 97, § 14.)
O.C.G.A. § 14-8-24 Property rights of partner.
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.
(Code 1981, § 14-8-24, enacted by Ga. L. 1984, p. 1439, § 1.)
O.C.G.A. § 14-8-25 Incidents of tenancy in partnership.
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.
(Code 1981, § 14-8-25, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1998, p. 128, § 14; Ga. L. 2011, p. 752, § 14/HB 142.)
O.C.G.A. § 14-8-26 Interest of partner in partnership.
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.
(Code 1981, § 14-8-26, enacted by Ga. L. 1984, p. 1439, § 1.)
O.C.G.A. § 14-8-27 Conveyance of partnership interest; dissolution of partnership.
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.
(Code 1981, § 14-8-27, enacted by Ga. L. 1984, p. 1439, § 1.)
O.C.G.A. § 14-8-28 Judgment creditor of a partner against debtor partner’s interest in partnership.
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.
(Code 1981, § 14-8-28, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1987, p. 1444, § 2.)
O.C.G.A. § 14-8-29 Cessation of partners’ association in carrying on partnership after dissolution.
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.
(Code 1981, § 14-8-29, enacted by Ga. L. 1984, p. 1439, § 1.)
O.C.G.A. § 14-8-30 Continuation of dissolved partnership during wind-up of partnership’s affairs.
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.
(Code 1981, § 14-8-30, enacted by Ga. L. 1984, p. 1439, § 1.)
O.C.G.A. § 14-8-31 Causation of dissolution.
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.
(Code 1981, § 14-8-31, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1985, p. 1436, § 2.)
O.C.G.A. § 14-8-32 Dissolution of partnership by court decree.
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.
(Code 1981, § 14-8-32, enacted by Ga. L. 1984, p. 1439, § 1.)
O.C.G.A. § 14-8-33 Limitation of authority of partner to act for dissolved partnership.
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.
(Code 1981, § 14-8-33, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1985, p. 1436, § 3.)
O.C.G.A. § 14-8-34 Liability of partners to copartners for actions following dissolution of partnership.
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.
(Code 1981, § 14-8-34, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1985, p. 1436, § 4; Ga. L. 1995, p. 470, § 5.)
O.C.G.A. § 14-8-35 Actions which can bind a dissolved partnership; liability of partners.
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.
(Code 1981, § 14-8-35, enacted by Ga. L. 1984, p. 1439, § 1.)
O.C.G.A. § 14-8-36 Effect of dissolution of partnership on existing liability of partners.
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.
(Code 1981, § 14-8-36, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1995, p. 470, § 6.)
O.C.G.A. § 14-8-37 Rights of partners in winding up partnership affairs.
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.
(Code 1981, § 14-8-37, enacted by Ga. L. 1984, p. 1439, § 1.)
O.C.G.A. § 14-8-38 Application of partnership property to satisfy obligations upon rightful dissolution; rights of partners following wrongful dissolution.
14-8-38. Application of partnership property to satisfy obligations upon rightful dissolution; rights of partners following wrongful dissolution.
(a) Unless otherwise agreed by the partners in the partnership agreement, at the time of the transaction, or at any other time, including, but not limited to, an agreement to continue the business of the partnership, when dissolution is caused in any way, other than wrongfully either in contravention of the partnership agreement or as a result of other wrongful conduct of a partner, any partner, or the legal representative of the estate of a deceased partner, as against his copartners and all persons claiming through them in respect of their interests in the partnership, may have the partnership property applied to discharge its liabilities and the surplus applied to pay in cash or its equivalent the net amount owing to the respective partners. The foregoing provision shall not apply if dissolution is caused by expulsion of a partner in accordance with the terms of a partnership agreement. Unless otherwise agreed by the partners, in the event of such expulsion the expelled partner shall receive the net amount due him from the partnership and the partners who continue the business shall obtain his discharge or appropriately hold him harmless from all present or future partnership liabilities.
(b) Unless otherwise agreed by the partners in the partnership agreement at the time of the transaction or at any other time, when dissolution is caused wrongfully either in contravention of the partnership agreement or as a result of other wrongful conduct of a partner, the rights of the partners shall be as follows:
(1) Each partner who has not caused dissolution wrongfully shall have:
(A) All the rights specified in subsection (a) of this Code section; and
(B) The right, as against each partner who has caused the dissolution wrongfully, to damages for such wrongful dissolution and to any other right or remedy provided for in the partnership agreement;
(2) The partners who have not caused the dissolution wrongfully may, if they all so agree at the time of the transaction or if the partnership agreement so provides, continue the business in the same name, either by themselves or jointly with others, and for that purpose may possess the partnership property. If the partners continue the business, they shall pay to any partner who has caused the dissolution wrongfully the value of his interest in the partnership at the dissolution less any damages or other amounts recoverable under subparagraph (B) of paragraph (1) of this subsection and obtain his discharge or appropriately hold him harmless from all present or future partnership liabilities;
(3) A partner who has caused the dissolution wrongfully shall have:
(A) If the business is not continued under the provisions of paragraph (2) of subsection (b) of this Code section, all the rights of a partner under subsection (a) of this Code section, subject to subparagraph (B) of paragraph (1) of this subsection;
(B) If the business is continued under paragraph (2) of subsection (b) of this Code section the right, as against his copartners and all claiming through them in respect of their interests in the partnership, to have the value of his interest in the partnership, less any damages or other amounts recoverable under subparagraph (B) of paragraph (1) of this subsection, ascertained and paid to him and to have the partners who continue the business obtain his discharge or appropriately hold him harmless from all present or future partnership liabilities; but in ascertaining the value of the partner's interest the value of the good will of the business shall not be considered.
(Code 1981, § 14-8-38, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1985, p. 1436, § 5; Ga. L. 1987, p. 1444, § 3; Ga. L. 1989, p. 927, § 2; Ga. L. 1994, p. 97, § 14.)
O.C.G.A. § 14-8-38.1 Vesting of property of dissolved partnership in partnership continuing business.
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.
(Code 1981, § 14-8-38.1, enacted by Ga. L. 1989, p. 927, § 3.)
O.C.G.A. § 14-8-38.2 Vesting of property of dissolved partnership prior to July 1, 1989.
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.
(Code 1981, § 14-8-38.2, enacted by Ga. L. 1989, p. 927, § 3.)
O.C.G.A. § 14-8-39 Rescission of partnership agreement following fraud or misrepresentation.
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.
(Code 1981, § 14-8-39, enacted by Ga. L. 1984, p. 1439, § 1.)
O.C.G.A. § 14-8-40 Settlement of accounts between partners after dissolution.
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.
(Code 1981, § 14-8-40, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1995, p. 470, § 7.)
O.C.G.A. § 14-8-41 Relations with creditors following withdrawal, expulsion, or death of existing partners or assignment of partnership rights to third parties.
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.
(Code 1981, § 14-8-41, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1985, p. 1436, § 6.)
O.C.G.A. § 14-8-42 Continuation of business after withdrawal or death of a partner.
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.
(Code 1981, § 14-8-42, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1985, p. 1436, § 7; Ga. L. 1990, p. 257, § 33.)
O.C.G.A. § 14-8-43 Rights of partners to accounting of interest in partnership upon dissolution.
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.
(Code 1981, § 14-8-43, enacted by Ga. L. 1984, p. 1439, § 1.)
O.C.G.A. § 14-8-44 Law governing foreign limited liability partnership.
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.
(Code 1981, § 14-8-44, enacted by Ga. L. 1994, p. 1674, § 2; Ga. L. 1995, p. 470, § 8.)
O.C.G.A. § 14-8-45 Certificate of authority requirement for foreign limited liability partnerships; contents of application for certificate; activities not constituting transacting business in state.
14-8-45. Certificate of authority requirement for foreign limited liability partnerships; contents of application for certificate; activities not constituting transacting business in state.
(a) A foreign limited liability partnership transacting business in this state shall procure a certificate of authority to do so from the Secretary of State. In order to procure a certificate of authority to transact business in this state, a foreign limited liability partnership shall submit to the Secretary of State an application for a certificate of authority as a foreign limited liability partnership, signed by a person duly authorized to sign such instruments by the laws of the jurisdiction under which the foreign limited liability partnership is organized, setting forth:
(1) The name of the foreign limited liability partnership and, if different, the name under which it proposes to qualify and transact business in this state;
(2) The name of the jurisdiction under whose laws it is organized;
(3) Its date of organization and period of duration;
(4) The street address and county of its registered office in this state and the name of its registered agent at that office;
(5) A statement that the Secretary of State is appointed the agent of the foreign limited liability partnership for service of process if no agent has been appointed under subsection (a) of Code Section 14-8-46 or, if appointed, the agent's authority has been revoked or the agent cannot be found or served by the exercise of reasonable diligence;
(6) The address of the office required to be maintained in the jurisdiction of its organization by the laws of that jurisdiction or, if no such office is required, its principal office;
(7) The address of the office at which is kept a list of the names and addresses of its partners, together with an undertaking by it to keep those records until its registration in this state is canceled or revoked; and
(8) The name and a business address of a partner who has substantial responsibility for managing its business activities.
(b) Without excluding other activities which may not constitute transacting business in this state, a foreign limited liability partnership shall not be considered to be transacting business in this state, for the purpose of qualification under this chapter, solely by reason of carrying on in this state any one or more of the following activities:
(1) Maintaining or defending any action or administrative or arbitration proceeding or effecting the settlement thereof or the settlement of claims or disputes;
(2) Holding meetings of its partners or carrying on other activities concerning its internal affairs;
(3) Maintaining bank accounts, share accounts in savings and loan associations, custodial or agency arrangements with a bank or trust partnership, or stock or bond brokerage accounts;
(4) Maintaining offices or agencies for the transfer, exchange, and registration of partnership interests in it or appointing and maintaining trustees or depositaries with relation to such interests;
(5) Effecting sales through independent contractors;
(6) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where such orders require acceptance outside this state before becoming binding contracts and where such contracts do not involve any local performance other than delivery and installation;
(7) Making loans or creating or acquiring evidences of debt, mortgages, or liens on real or personal property or recording the same;
(8) Securing or collecting debts or enforcing any rights in property securing the same;
(9) Effecting transactions in interstate or foreign commerce;
(10) Owning or controlling another entity organized under the laws of, or transacting business within, this state;
(11) Conducting an isolated transaction not in the course of a number of repeated transactions of like nature; or
(12) Serving as trustee, executor, administrator, or guardian or, in like fiduciary capacity, where permitted so to serve by the laws of this state.
(c) The list of activities in subsection (b) of this Code section is not exhaustive.
(d) This Code section shall not be deemed to establish a standard for activities that may subject a foreign limited liability partnership to taxation or to service of process under any of the laws of this state.
(Code 1981, § 14-8-45, enacted by Ga. L. 1994, p. 1674, § 2; Ga. L. 1995, p. 470, § 9.)
O.C.G.A. § 14-8-46 Registered office and registered agent required for foreign limited liability partnership; Secretary of State as agent for service of process; venue.
14-8-46. Registered office and registered agent required for foreign limited liability partnership; Secretary of State as agent for service of process; venue.
(a) Each foreign limited liability partnership that is required to procure a certificate of authority to do business in this state shall continuously maintain in this state a registered office and a registered agent at such registered office for service of process on the foreign limited liability partnership.
(b) A registered agent 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 do business in this state.
(c) A foreign limited liability partnership may change its registered office or its registered agent, or both, by indicating any such change on its annual registration statement filed pursuant to Code Section 14-8-56 or by executing and delivering to the Secretary of State for filing a statement setting forth:
(1) The name of the foreign limited liability partnership;
(2) The street address and county of its then registered office;
(3) If the address of its registered office is to be changed, the new street address and county of the registered office;
(4) The name of its then registered agent; and
(5) If its registered agent is to be changed, the name of its successor registered agent.
(d) If the Secretary of State finds that such statement conforms to subsection (c) of this Code section, the Secretary of State 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 both, as the case may be, shall become effective.
(e) A registered agent of a foreign limited liability 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 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. Upon such resignation becoming effective, the address of the office of the resigned registered agent shall no longer be the address of the registered office of the foreign limited liability partnership.
(f) A registered agent may change the agent's office and the address of the registered office of any foreign limited liability partnership of which the agent is the 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 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.
(g) The registered agent of one or more foreign limited liability companies may resign and appoint a successor registered agent by filing a statement with the Secretary of State stating that the agent resigns and stating the name, street address, and county of the office of the successor registered agent. There shall be attached to such statement a statement executed by each affected foreign limited liability partnership ratifying and approving such change of registered agent. Upon such filing, the successor registered agent shall become the registered agent of each such foreign limited liability partnership as has ratified and approved such substitution, and the successor registered agent's office, as stated in such statement, shall become the registered office in this state of each such foreign limited liability partnership. The Secretary of State shall furnish to the successor registered agent a certified copy of the statement of resignation.
(h) The registered agent of a foreign limited liability partnership authorized to transact business in this state is an agent of the foreign limited liability partnership on whom may be served any process, notice, or demand required or permitted by law to be served on the foreign limited liability partnership.
(i) Whenever a foreign limited liability partnership required to procure a certificate of authority to do business in this state 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, the Secretary of State shall be an agent of such foreign limited liability 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 the Secretary of State or with any 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 the foreign limited liability partnership failed either to maintain a registered office or appoint a registered agent in this state and that he or she has forwarded by registered mail or statutory overnight delivery such process, service, or demand to the last registered agent at the last registered office listed on the records of the Secretary of State and that service cannot be effected at such office.
(j) 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.
(k) This Code section 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.
(l) Venue in proceedings against a foreign limited liability partnership shall be determined in accordance with the pertinent constitutional and statutory provisions of this state in effect on July 1, 1994, or thereafter. For purposes of determining venue, the residence of each foreign limited liability partnership authorized to transact business in this state shall be determined in accordance with Code Section 14-2-510 as though such foreign limited liability partnership were a foreign corporation.
(Code 1981, § 14-8-46, enacted by Ga. L. 1994, p. 1674, § 2; Ga. L. 1995, p. 10, § 14; Ga. L. 2000, p. 1589, § 4; Ga. L. 2016, p. 225, §§ 3-5, 4-1/SB 128.)
O.C.G.A. § 14-8-47 Issuance of certificate of authority to foreign limited liability partnership.
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.
(Code 1981, § 14-8-47, enacted by Ga. L. 1994, p. 1674, § 2.)
O.C.G.A. § 14-8-48 Name of foreign limited liability partnership.
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.
(Code 1981, § 14-8-48, enacted by Ga. L. 1994, p. 1674, § 2; Ga. L. 1995, p. 470, § 10; Ga. L. 1996, p. 787, § 2; Ga. L. 1997, p. 143, § 14.)
O.C.G.A. § 14-8-49 Change of name of foreign limited liability partnership.
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.
(Code 1981, § 14-8-49, enacted by Ga. L. 1994, p. 1674, § 2.)
O.C.G.A. § 14-8-50 Withdrawal of foreign limited liability partnership from state.
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.
(Code 1981, § 14-8-50, enacted by Ga. L. 1994, p. 1674, § 2.)
O.C.G.A. § 14-8-51 Grounds for revocation of certificate of authority of foreign limited liability partnership.
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.
(Code 1981, § 14-8-51, enacted by Ga. L. 1994, p. 1674, § 2.)
O.C.G.A. § 14-8-52 Procedure for revocation of certificate of authority of foreign limited liability partnership.
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.
(Code 1981, § 14-8-52, enacted by Ga. L. 1994, p. 1674, § 2.)
O.C.G.A. § 14-8-53 Appeal from revocation of certificate of authority by foreign limited liability partnership.
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.
(Code 1981, § 14-8-53, enacted by Ga. L. 1994, p. 1674, § 2.)
O.C.G.A. § 14-8-54 Transaction of business without certificate of authority by foreign limited liability partnership.
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.
(Code 1981, § 14-8-54, enacted by Ga. L. 1994, p. 1674, § 2.)
O.C.G.A. § 14-8-55 Action to restrain foreign limited liability partnership from transacting business in state.
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.
(Code 1981, § 14-8-55, enacted by Ga. L. 1994, p. 1674, § 2.)
O.C.G.A. § 14-8-56 Annual registration of foreign limited liability partnership.
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.
(Code 1981, § 14-8-56, enacted by Ga. L. 1994, p. 1674, § 2.)
O.C.G.A. § 14-8-56.1 Valid period for annual registration.
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.
(Code 1981, § 14-8-56.1, enacted by Ga. L. 2017, p. 145, § 1-5/HB 87.)
O.C.G.A. § 14-8-57 Filing fees pertaining to foreign limited liability partnerships.
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
(Code 1981, § 14-8-57, enacted by Ga. L. 1994, p. 1674, § 2; Ga. L. 2008, p. 253, § 10/SB 436.)
O.C.G.A. § 14-8-58 Administrative power of Secretary of State pertaining to foreign limited liability partnership laws.
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.
(Code 1981, § 14-8-58, enacted by Ga. L. 1994, p. 1674, § 2.)
O.C.G.A. § 14-8-59 Rules and regulations pertaining to foreign limited liability partnerships.
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."
(Code 1981, § 14-8-59, enacted by Ga. L. 1994, p. 1674, § 2.)
O.C.G.A. § 14-8-60 Effect of Secretary of State’s filing of documents pertaining to foreign limited liability partnerships.
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.
(Code 1981, § 14-8-60, enacted by Ga. L. 1994, p. 1674, § 2.)
O.C.G.A. § 14-8-61 Effective date of laws governing foreign limited liability partnership.
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.
(Code 1981, § 14-8-61, enacted by Ga. L. 1994, p. 1674, § 2; Ga. L. 1995, p. 10, § 14.)
O.C.G.A. § 14-8-62 Limited liability partnership election; recording; fees; contents; procedures and effect; cancellation; dissolution of partnership; amendment of certificate to comply with name requirements.
14-8-62. Limited liability partnership election; recording; fees; contents; procedures and effect; cancellation; dissolution of partnership; amendment of certificate to comply with name requirements.
(a) To become and to continue as a limited liability partnership, a partnership shall record in the office of the clerk of the superior court of any county in which the partnership has an office a limited liability partnership election. Such election shall be recorded by such clerk in a book to be kept for that purpose, which may be the book in which are recorded statements of partnership recorded pursuant to Code Section 14-8-10.1, and open to public inspection. As a prerequisite to such filing, the clerk of each such registry may collect a fee in the amount of the fee then allowed for the filing of statements of partnership. A limited liability partnership election shall state:
(1) The name of the partnership, which must comply with Code Section 14-8-63;
(2) The business, profession, or other activity in which the partnership engages;
(3) That the partnership thereby elects to be a limited liability partnership;
(4) That such election has been duly authorized; and
(5) Any other matters the partnership determines to include therein.
(b) Subject to any contrary agreement among the partners, the election shall be executed by a majority of the partners or by one or more partners authorized to execute an election.
(c) A partnership becomes a limited liability partnership at the time of the recording of the election or at such later date or time, if any, as is stated in the election and continues to be a limited liability partnership until a cancellation of limited liability partnership election, which states that it has been duly authorized, is:
(1) Subject to any contrary agreement among the partners, executed by a majority of the partners or by one or more partners authorized to execute such a cancellation; and
(2) Recorded in the office of the clerk of the superior court of each county in which the partnership recorded a limited liability partnership election.
(d) The status of a partnership as a limited liability partnership shall not be affected by changes, after the recording of a limited liability partnership election, in the information stated in the election.
(e) The fact that a limited liability partnership election has been recorded as required by this Code section is notice that the partnership is a limited liability partnership.
(f) If a limited liability partnership is dissolved and its business continued without liquidation of the partnership's affairs, the new partnership shall succeed to the old partnership's election to become a limited liability partnership and shall continue to be a limited liability partnership until cancellation of such election.
(g) A limited partnership organizing under or subject to Chapter 9 of this title may become and continue as a limited liability partnership if its certificate of limited partnership specifies a name which complies with subsection (b) of Code Section 14-8-63 and otherwise complies with the name requirements of Code Section 14-9-102 and includes in its certificate of limited partnership a statement that the limited partnership is a limited liability partnership. Subject to any contrary agreement among the partners, an amendment to become a limited liability partnership by an existing limited partnership shall be approved by all of the partners. A limited partnership becomes a limited liability partnership at the time its certificate which complies with the foregoing provisions of this subsection becomes effective and continues to be a limited liability partnership until its certificate of limited partnership is amended to remove the statement that such limited partnership is a limited liability partnership and so that its name no longer contains the words "limited liability limited partnership," or the abbreviation "L.L.L.P.," or the designation "LLLP." The fact that the certificate of limited partnership of a limited partnership has been amended as set forth in this subsection is notice that the limited partnership is a limited liability partnership. If a limited partnership that is a limited liability partnership is dissolved and its business continued without liquidation of the limited partnership's affairs, the new limited partnership shall continue to be a limited liability partnership until its certificate of limited partnership is amended as provided in this subsection. A limited partnership that becomes a limited liability partnership pursuant to this subsection shall otherwise remain subject to Chapter 9 of this title, including, without limitation, the annual registration provisions of Code Section 14-9-206.5.
(Code 1981, § 14-8-62, enacted by Ga. L. 1995, p. 470, § 11; Ga. L. 1996, p. 787, § 3; Ga. L. 1997, p. 1380, § 1.)
O.C.G.A. § 14-8-63 Name of limited liability partnership.
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.
(Code 1981, § 14-8-63, enacted by Ga. L. 1995, p. 470, § 11; Ga. L. 1996, p. 787, § 4.)
O.C.G.A. § 14-8-64 Recognition of limited liability partnership outside state; internal affairs of partnerships governed by state law.
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.
(Code 1981, § 14-8-64, enacted by Ga. L. 1995, p. 470, § 11.)
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