---
title: O.C.G.A. § 14-9A-25. When certificate of limited partnership required to be canceled.
collection: code
id: 14-9A-25
cite_as: O.C.G.A. § 14-9A-25 (2025)
canonical_url: https://georgiacommons.org/code/14-9A-25
md_url: https://georgiacommons.org/code/14-9A-25.md
text_url: https://georgiacommons.org/code/14-9A-25/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=1067
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
in_force: true
current_through: Including Acts of the 2025 Regular Session of the General Assembly
heading_path: CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS / LIMITED PARTNERSHIPS / LIMITED PARTNERSHIPS FORMED SINCE FEBRUARY 15, 1952 / FORMATION, CANCELLATION, AND AMENDMENT
---

# O.C.G.A. § 14-9A-25. When certificate of limited partnership required to be canceled.

(a) The certificate required under Code Section 14-9A-20 shall be canceled when the partnership is dissolved or all limited partners cease to be such.

(b) A certificate shall be amended when:

(1) There is a change in the name of the partnership or in the amount or character of the contribution of any limited partner;

(2) A person is substituted as a limited partner;

(3) An additional limited partner is admitted;

(4) A person is admitted as a general partner;

(5) A general partner retires, dies, or becomes insane and the business is continued under Code Section 14-9A-90;

(6) There is a change in the character of the business of the partnership;

(7) There is a false or erroneous statement in the certificate;

(8) There is a change in the time as stated in the certificate for the dissolution of the partnership or for the return of a contribution;

(9) A time is fixed for the dissolution of the partnership or the return of a contribution, no time having been specified in the certificate; or

(10) The members desire to make a change in any other statement in the certificate in order that it shall accurately represent the agreement between them.

## History

Ga. L. 1952, p. 375, § 24; Code 1981, § 14-9-25; Code 1981, § 14-9A-25, as redesignated by Ga. L. 1988, p. 1016, § 1.