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Form a Business

Partnership Interests

O.C.G.A. tit. 14, ch. 9, art. 7
in effect

O.C.G.A. § 14-9-701 Nature of partnership interest.

14-9-701. Nature of partnership interest. A partnership interest is personal property. A partner has no interest in specific partnership property. (Code 1981, § 14-9-701, enacted by Ga. L. 1988, p. 1016, § 1.)

O.C.G.A. § 14-9-702 Assignment of partnership interest.

14-9-702. Assignment of partnership interest. (a) Unless otherwise provided in the partnership agreement: (1) A partnership interest is assignable in whole or in part; (2) An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner; (3) An assignment entitles the assignee to receive, to the extent assigned, the assignor's partnership interest; (4) Until the assignee of a partnership interest becomes a partner, the assignor partner continues to be a partner and to have the power to exercise any rights or powers of a partner, except to the extent those rights or powers are assigned; provided that on the assignment by a general partner of all of the general partner's rights as a general partner, the general partner's status as a general partner may be terminated by the affirmative vote of a majority in interest of the limited partners; (5) Until an assignee of a partnership interest becomes a partner, the assignee has no liability as a partner solely as a result of the assignment; and (6) The assignor of a partnership interest is not released from his liability as a partner solely as a result of the assignment. (b) A written partnership agreement may provide that a partner's partnership interest may be evidenced by a certificate of partnership interest issued by the limited partnership and may also provide for the assignment or transfer of a partnership interest represented by such a certificate and make other provisions with respect to those certificates. (Code 1981, § 14-9-702, enacted by Ga. L. 1988, p. 1016, § 1.)

O.C.G.A. § 14-9-703 Rights of creditor.

14-9-703. Rights of creditor. (a) On application to a competent court by a judgment creditor of a partner or of any assignee of a partner, the court may charge the partnership interest of the partner or such assignee with payment of the unsatisfied amount of the judgment, with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter shall not deprive any partner of the benefit of any exemption laws applicable to his partnership interest. (b) The remedy conferred by this Code section shall not be deemed exclusive of others which may exist, including, without limitation, the right of a judgment creditor to reach the interest of a partner in the partnership by process of garnishment served on the partnership. (Code 1981, § 14-9-703, enacted by Ga. L. 1988, p. 1016, § 1.)

O.C.G.A. § 14-9-704 Right of assignee to become limited partner.

14-9-704. Right of assignee to become limited partner. (a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that: (1) The partnership agreement so provides; or (2) All other partners consent. (b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers and is subject to the restrictions and liabilities of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make contributions as provided in Code Section 14-9-502. However, unless otherwise agreed between the assignee and the assignor, such assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner and which could not be ascertained from the written partnership agreement. (c) Subject to contrary provision in the partnership agreement, if an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under Code Section 14-9-502. (Code 1981, § 14-9-704, enacted by Ga. L. 1988, p. 1016, § 1.)

O.C.G.A. § 14-9-705 Power of legal representative of deceased or incompetent partner.

14-9-705. Power of legal representative of deceased or incompetent partner. (a) If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, conservator, or other legal representative may exercise all the partner's rights for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor. (b) The estate of a deceased partner or the successor of a partner that is a dissolved or terminated corporation, trust, or other entity shall be liable for all of the partner's liabilities as a partner. (Code 1981, § 14-9-705, enacted 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

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