---
title: O.C.G.A. § 14-9-801. Events triggering dissolution.
collection: code
id: 14-9-801
cite_as: O.C.G.A. § 14-9-801 (2025)
canonical_url: https://georgiacommons.org/code/14-9-801
md_url: https://georgiacommons.org/code/14-9-801.md
text_url: https://georgiacommons.org/code/14-9-801/text
source_url: https://www.legis.ga.gov/api/document/docs/default-source/joint-features-document-library/t14-(v12)-2017-pdf.pdf?sfvrsn=507372ea_0#page=1031
date: 2025
status: active
corpus_version: 2025-supplement-89aa39ab3c68
license: CC0-1.0
publisher: Georgia Commons, an independent project of Georgia Civic Data. Not the State of Georgia. Not legal advice.
up: https://georgiacommons.org/code/14-9.md
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version: the only printed version
in_force: true
current_through: Including Acts of the 2025 Regular Session of the General Assembly
heading_path: CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS / REVISED UNIFORM LIMITED PARTNERSHIP ACT / DISSOLUTION
---

# O.C.G.A. § 14-9-801. Events triggering dissolution.

A limited partnership is dissolved and its affairs must be wound up upon the first of the following to occur:

(1) Events specified in writing in the partnership agreement;

(2) Written consent of all partners;

(3) An event of withdrawal of a general partner unless:

(A) There remains at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner or general partners alone or together with new general partners, and that partner or those general partners do so; or

(B) Within 90 days after the withdrawal, all partners other than the general partner with respect to which the event of withdrawal has occurred (or such partners as are provided for in the written provisions of the partnership agreement) agree in writing to continue the business of the limited partnership and, if there is no remaining general partner, to the appointment, effective as of the date of withdrawal, of one or more new general partners; or

(4) Entry of a decree of judicial dissolution under Code Section 14-9-802.

## History

Code 1981, § 14-9-801, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1989, p. 931, § 13; Ga. L. 1994, p. 161, § 3; Ga. L. 1996, p. 787, § 13.

## Law Reviews

For note on 1989 amendment to this Code section, see 6 Ga. St. U. L. Rev. 184 (1989).