Georgia Commons

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Chapter 9. REVISED UNIFORM LIMITED PARTNERSHIP ACT

75 sections · 14-9-100 to 14-9-1204

Article 1. GENERAL PROVISIONS

  1. 14-9-100Short title.
  2. 14-9-101Definitions.
  3. 14-9-102Partnership name.
  4. 14-9-103Reservation of name.
  5. 14-9-104Registered office and agents.
  6. 14-9-105Records to be kept.
  7. 14-9-106Authorized activity; acquisition or conveyance of interest in real property.
  8. 14-9-107Business transactions of partner with partnership.
  9. 14-9-108Indemnification of partners or other persons; expansion, restriction, or elimination of partner’s duties and liabilities in partnership agreement.
  10. 14-9-109Evidence of filing.

Article 2. FORMATION, AMENDMENT, CANCELLATION, MERGER

  1. 14-9-201Certificate of limited partnership.
  2. 14-9-202Amendment of certificate.
  3. 14-9-203Certificate of cancellation.
  4. 14-9-204Execution of certificates.
  5. 14-9-205Execution by judicial act.
  6. 14-9-206Filing with Secretary of State.
  7. 14-9-206.1Merger.
  8. 14-9-206.2Conversion to limited partnership.
  9. 14-9-206.3Articles of correction; effective date.
  10. 14-9-206.4(no catchline printed)Reserved
  11. 14-9-206.5Annual registration.
  12. 14-9-206.6Failure to file annual registration.Repealed
  13. 14-9-206.7Failure to file under chapter for three consecutive years.
  14. 14-9-206.8Conversion to foreign limited liability company, foreign limited partnership, or foreign corporation, requirement.
  15. 14-9-206.9Valid period for annual registration.

Article 3. LIMITED PARTNERS

  1. 14-9-301Admission of limited partners.
  2. 14-9-302Voting rights; additional rights, powers, and duties.
  3. 14-9-303Liability.
  4. 14-9-304Person erroneously believing himself limited partner.
  5. 14-9-305Inspection of partnership records; information.

Article 4. GENERAL PARTNERS

  1. 14-9-401Admission of additional general partners.
  2. 14-9-402(no catchline printed)Reserved
  3. 14-9-403Rights, powers, and liabilities generally.
  4. 14-9-404Rights, powers, and liabilities of general partner who is also limited partner.
  5. 14-9-405Voting rights; additional rights, powers, and duties.

Article 5. FINANCE

  1. 14-9-501Form of contribution.
  2. 14-9-502Promise to contribute; liability for contribution.
  3. 14-9-503Allocations among partners.

Article 6. DISTRIBUTIONS AND WITHDRAWAL

  1. 14-9-601Interim distributions; redemption of interest of partner.
  2. 14-9-602Withdrawal of general partner.
  3. 14-9-603Withdrawal of limited partner.
  4. 14-9-604Distribution upon withdrawal.
  5. 14-9-605Form of distribution.
  6. 14-9-606Right to distribution.

Article 7. PARTNERSHIP INTERESTS

  1. 14-9-701Nature of partnership interest.
  2. 14-9-702Assignment of partnership interest.
  3. 14-9-703Rights of creditor.
  4. 14-9-704Right of assignee to become limited partner.
  5. 14-9-705Power of legal representative of deceased or incompetent partner.

Article 8. DISSOLUTION

  1. 14-9-801Events triggering dissolution.
  2. 14-9-802Judicial dissolution.
  3. 14-9-803Winding up.
  4. 14-9-804Distribution of assets.
  5. 14-9-805Execution of deeds or other transfer instruments.

Article 9. FOREIGN LIMITED PARTNERSHIPS

  1. 14-9-901Laws governing.
  2. 14-9-902Certificate of authority; activities not constituting transacting business.
  3. 14-9-902.1Registered agent; office.
  4. 14-9-903Issuance of certificate.
  5. 14-9-904Name.
  6. 14-9-905Change of name or state of organization; foreign limited partnership converting to foreign limited liability company or foreign corporation.
  7. 14-9-906Certificate of withdrawal.
  8. 14-9-907Transaction of business without registering.
  9. 14-9-908Action by Attorney General.

Article 10. DERIVATIVE ACTIONS

  1. 14-9-1001Right of limited partner to bring action.
  2. 14-9-1002Requirements for plaintiff.
  3. 14-9-1003Complaint.
  4. 14-9-1004Expenses.

Article 11. ADMINISTRATION

  1. 14-9-1101Fees.
  2. 14-9-1102Administrative powers of Secretary of State.
  3. 14-9-1103Rules and regulations.
  4. 14-9-1104Duty of Secretary of State to file documents.

Article 12. APPLICABILITY

  1. 14-9-1201Partnerships covered by chapter.
  2. 14-9-1202Effect on partnerships existing prior to July 1, 1988.
  3. 14-9-1203Nonrenewable one-year name reservation for partnerships existing prior to July 1, 1988.
  4. 14-9-1204Applicability of Uniform Partnership Act.