Derivative Actions

O.C.G.A. tit. 14, ch. 9, art. 10

in effect

O.C.G.A. § 14-9-1001 Right of limited partner to bring action.

14-9-1001. Right of limited partner to bring action. A limited partner may maintain an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or an effort to cause those general partners to bring the action is not likely to succeed. The foregoing authority to bring an action in the right of a limited partnership shall not limit any right a limited partner might have under the partnership agreement or otherwise. (Code 1981, § 14-9-1001, enacted by Ga. L. 1988, p. 1016, § 1.)

O.C.G.A. § 14-9-1002 Requirements for plaintiff.

14-9-1002. Requirements for plaintiff. (1) Except to the extent provided by the partnership agreement, in a derivative action, the plaintiff must be a limited partner at the time of bringing the action and: (A) Must have been a partner at the time of the transaction of which he or she complains; or (B) His or her status as a partner shall have devolved upon him or her by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction; and (2) For a limited partnership with partnership interests listed on a national securities exchange, at the time of the act or omission complained of, the limited partner owns a number of partnership interests sufficient to meet the required ownership threshold to institute a derivative action in the right of the limited partnership identified in the limited partnership's governing agreement, provided that the required ownership threshold established by the governing agreement does not exceed 1 percent of the outstanding partnership interests of the limited partnership. (Code 1981, § 14-9-1002, enacted by Ga. L. 1988, p. 1016, § 1.) (Amended by Ga. L. 2026, Act 460 (HB 1185), eff. July 1, 2026.)

O.C.G.A. § 14-9-1003 Complaint.

14-9-1003. Complaint. In a derivative action, the complaint must set forth with particularity the effort of the plaintiff to secure commencement of the action by a general partner or the reasons for not making the effort. (Code 1981, § 14-9-1003, enacted by Ga. L. 1988, p. 1016, § 1.)

O.C.G.A. § 14-9-1004 Expenses.

14-9-1004. Expenses. If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees, and shall direct him or her to remit to the limited partnership the remainder of those proceeds received by him or her; provided, however, that the court shall not award plaintiffs reasonable expenses and attorneys' fees if the sole relief received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim is additional or amended disclosures made to the partners, regardless of materiality. (Code 1981, § 14-9-1004, enacted by Ga. L. 1988, p. 1016, § 1.) (Amended by Ga. L. 2026, Act 460 (HB 1185), eff. July 1, 2026.)

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