General Provisions

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

in effect

O.C.G.A. § 14-9A-1 Short title.

14-9A-1. Short title. This article shall be known and may be cited as the "Uniform Limited Partnership Act." (Ga. L. 1952, p. 375, § 27; Code 1981, § 14-9-1; Code 1981, § 14-9A-1, as redesignated by Ga. L. 1988, p. 1016, § 1; Ga. L. 2017, p. 774, § 14/HB 323.)

O.C.G.A. § 14-9A-2 Limited partnership defined.

14-9A-2. Limited partnership defined. A limited partnership is a partnership formed by two or more persons under Code Section 14-9A-20, having as members one or more general partners and one or more limited partners. The limited partners as such shall not be bound by the obligations of the partnership. (Ga. L. 1952, p. 375, § 1; Code 1981, § 14-9-2; Code 1981, § 14-9A-2, as redesignated by Ga. L. 1988, p. 1016, § 1.)

O.C.G.A. § 14-9A-2.1 Applicability of article.

14-9A-2.1. Applicability of article. This article is applicable only to limited partnerships to which Chapter 9 of this title or Article 2 of this chapter does not apply as provided by Code Section 14-9-1201 or 14-9A-110. (Code 1981, § 14-9A-2.1, enacted by Ga. L. 1988, p. 1016, § 2.)

O.C.G.A. § 14-9A-3 Construction of article.

14-9A-3. Construction of article. (a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this article. (b) This article shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it. (c) This article shall not be so construed as to impair the obligations of any contract existing when the article goes into effect, nor to affect any action on proceedings begun or right accrued before this article takes effect. (Ga. L. 1952, p. 375, § 28; Code 1981, § 14-9-3; Code 1981, § 14-9A-3, as redesignated by Ga. L. 1988, p. 1016, § 1.)

O.C.G.A. § 14-9A-4 Rules for cases not provided for by article.

14-9A-4. Rules for cases not provided for by article. In any case not provided for in this article, the rules of law and equity, including the law merchant, shall govern. (Ga. L. 1952, p. 375, § 29; Code 1981, § 14-9-4; Code 1981, § 14-9A-4, as redesignated by Ga. L. 1988, p. 1016, § 1.)

O.C.G.A. § 14-9A-5 Effect of article on existing partnerships.

14-9A-5. Effect of article on existing partnerships. (a) A limited partnership formed under any statute of this state prior to the adoption of this article may become a limited partnership under this article by complying with Code Section 14-9A-20, provided the certificate sets forth: (1) The amount of the original contribution of each limited partner and the time when the contribution was made; and (2) That the property of the partnership exceeds the amount sufficient to discharge its liabilities to persons not claiming as general or limited partners by an amount greater than the sum of the contributions of its limited partners. (b) A limited partnership formed under any statute of this state prior to the adoption of this article, until or unless it becomes a limited partnership under this article, shall continue to be governed by Article 2 of this chapter, except that such partnership shall not be renewed unless so provided in the original agreement. (Ga. L. 1952, p. 375, § 30; Code 1981, § 14-9-5; Code 1981, § 14-9A-5, as redesignated by Ga. L. 1988, p. 1016, § 1.)

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