---
title: O.C.G.A. § 14-9A-123. Powers of general and special partners.
collection: code
id: 14-9A-123
cite_as: O.C.G.A. § 14-9A-123 (2025)
canonical_url: https://georgiacommons.org/code/14-9A-123
md_url: https://georgiacommons.org/code/14-9A-123.md
text_url: https://georgiacommons.org/code/14-9A-123/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=1091
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.
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version: the only printed version
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current_through: Including Acts of the 2025 Regular Session of the General Assembly
heading_path: CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS / LIMITED PARTNERSHIPS / LIMITED PARTNERSHIPS FORMED PRIOR TO FEBRUARY 15, 1952
---

# O.C.G.A. § 14-9A-123. Powers of general and special partners.

(a) Only the general partners shall be authorized to transact business, sign for the partnership, and bind the partnership.

(b) A special partner may at any time examine the conditions and progress of the partnership concerns, advise as to the management of the same, and, when the general partner or partners may be rendered incompetent to act because of illness, temporary absence, or other cause, direct and control the business of the partnership with the authority of a general partner; provided, however, such special partner, before assuming such direction and control, shall place in a position easily seen by all parties dealing with said partnership a placard or sign indicating which of the partners of the firm are general partners and which are special partners; otherwise the special partner or partners shall not transact any business on account of the said partnership nor be employed for that purpose as agent or in any capacity akin thereto. If, contrary to this Code section, a special partner shall in any manner interfere with the business and affairs of the partnership, he shall be deemed a general partner; provided, however, a special partner may act as the attorney or counselor at law for the partnership without becoming liable as a general partner.

## History

Laws 1837, Cobb’s 1851 Digest, pp. 585, 587; Code 1863, §§ 1924, 1938; Code 1868, §§ 1912, 1926; Code 1873, §§ 1922, 1936; Code 1882, §§ 1922, 1936; Ga. L. 1884-85, p. 47, § 1; Civil Code 1895, §§ 2664, 2676; Civil Code 1910, §§ 3193, 3205; Code 1933, §§ 75-403, 75-414; Code 1981, § 14-9-123; Code 1981, § 14-9A-123, as redesignated by Ga. L. 1988, p. 1016, § 1.