Georgia Code, Title 14, Chapter 8 - Partnerships

• § 14-8-1 - Short Title
  This chapter may be cited as the "Uniform Partnership Act."
• § 14-8-2 - Definitions
  As used in this chapter, the term: (1) "Bankrupt" means a person who is the subject of: (A) The entry of an order for...
• § 14-8-3 - "Knowledge" and "Notice" Defined
  (a) A person has "knowledge" of a fact within the meaning of this chapter not only when such person has actual knowledge thereof, but...
• § 14-8-4 - Construction With Other Laws
  (a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.(b) The...
• § 14-8-5 - Governing Laws in Absence of Specific Provision in This Chapter
  In any case not provided for in this chapter, the other provisions of this Code and the rules of common law and equity shall
• § 14-8-6 - "Partnership" Defined
  (a) A partnership is an association of two or more persons to carry on as co-owners a business for profit and includes, for all...
• § 14-8-7 - Determination of Existence of Partnership
  In determining whether a partnership exists, the following rules shall apply: (1) Except as provided by Code Section 14-8-16 persons who are not partners...
• § 14-8-8 - Determination of Ownership of Property
  (a) Subject to subsection (d) of this Code section, property, whether real or personal, is presumed to be partnership property where: (1) It is...
• § 14-8-9 - Agency of Partners for Partnership
  Subject to the provisions of Code Section 14-8-10.1: (1) Every partner is an agent of the partnership for the purpose of its business, and...
• § 14-8-10 - Conveyance of Real Property by Partners
  (a) Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in...
• § 14-8-10.1 - Statement of Partnership Generally
  (a) A statement of partnership in the name of the partnership, signed by all of the partners and witnessed and notarized, may be recorded...
• § 14-8-11 - Representation of Partnership Affairs by Partner
  An admission or representation made by any partner concerning partnership affairs within the scope of his authority is evidence against the partnership.
• § 14-8-12 - Notice to or Knowledge of the Partnership
  Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while...
• § 14-8-13 - Liability of Partnership for Acts of Partners
  Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the...
• § 14-8-14 - Recovery From Partnership for Loss Caused by Wrongful Act of Partner
  The partnership is bound to make good the loss: (1) Where one partner acting within the scope of his apparent authority receives money or...
• § 14-8-15 - Liability of Partners
  (a) Except as provided in subsection (b) of this Code section, all partners are jointly and severally liable for all debts, obligations, and liabilities...
• § 14-8-15.1 - Power to Sue or Be Sued
  A partnership may sue or be sued in its common name.
• § 14-8-16 - Liability of Person Representing Himself As a Partner
  (a) When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to any one, as...
• § 14-8-17 - Liability of Incoming Partner
  A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as...
• § 14-8-18 - Rights and Duties of Partners
  The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following...
• § 14-8-19 - Partnership Books
  The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every...
• § 14-8-20 - Responsibility of Partners to Reveal True Information to Representative of Deceased Partner
  Partners shall render, to the extent the circumstances render it just and reasonable, true and full information of all things affecting the partners to...
• § 14-8-21 - Benefits Derived by a Partner Without the Consent of Other Partners
  (a) Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the...
• § 14-8-22 - Right to Formal Accounting of Partnership Affairs
  In addition to the remedies or methods of dispute resolution provided for in the partnership agreement, any partner shall have the right to a...
• § 14-8-23 - Continuation of Partnership After Time of Termination
  (a) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any...
• § 14-8-24 - Property Rights of Partner
  The property rights of a partner are: (1) His rights in specific partnership property; (2) His interest in the partnership; and (3) His right...
• § 14-8-25 - Incidents of Tenancy in Partnership
  (a) A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership.(b) The incidents of the tenancy are...
• § 14-8-26 - Interest of Partner in Partnership
  A partner's interest in the partnership is his share of the profits and surplus, and the same is personal property.
• § 14-8-27 - Conveyance of Partnership Interest; Dissolution of Partnership
  (a) Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part.(b) A conveyance by a partner of...
• § 14-8-28 - Judgment Creditor of a Partner Against Debtor Partner's Interest in Partnership
  (a) On due application to a competent court by any judgment creditor of a partner or of any assignee of an interest in the...
• § 14-8-29 - Cessation of Partners' Association in Carrying on Partnership After Dissolution
  Upon dissolution of a partnership the partners cease to be associated in the carrying on of the partnership. The partnership shall continue until termination...
• § 14-8-30 - Continuation of Dissolved Partnership During Wind-Up of Partnership's Affairs
  On dissolution the partnership is not terminated, but continues until the winding up of the partnership affairs is completed.
• § 14-8-31 - Causation of Dissolution
  (a) Dissolution is caused: (1) By the termination of the definite term or particular undertaking specified in the agreement; (2) By the express will...
• § 14-8-32 - Dissolution of Partnership by Court Decree
  (a) On application by or for a partner the court shall decree a dissolution whenever: (1) A partner has been declared mentally incapacitated in...
• § 14-8-33 - Limitation of Authority of Partner to Act for Dissolved Partnership
  Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all...
• § 14-8-34 - Liability of Partners to Copartners for Actions Following Dissolution of Partnership
  Subject to contrary agreement of the partners, each partner is liable to his or her copartners for his or her share of any liability...
• § 14-8-35 - Actions Which Can Bind a Dissolved Partnership; Liability of Partners
  (a) After dissolution a partner can bind the partnership except as provided in subsection (c) of this Code section: (1) By any act appropriate...
• § 14-8-36 - Effect of Dissolution of Partnership on Existing Liability of Partners
  (a) The dissolution of the partnership does not of itself discharge the existing liability of any partner.(b) A partner is discharged from any existing...
• § 14-8-37 - Rights of Partners in Winding Up Partnership Affairs
  Unless otherwise agreed, the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has...
• § 14-8-38 - Application of Partnership Property to Satisfy Obligations Upon Rightful Dissolution; Rights of Partners Following Wrongful Dissolution
  (a) Unless otherwise agreed by the partners in the partnership agreement, at the time of the transaction, or at any other time, including, but...
• § 14-8-38.1 - Vesting of Property of Dissolved Partnership in Partnership Continuing Business
  When a partnership is dissolved for any reason, either pursuant to the provisions of this chapter or the partnership agreement or otherwise, and the...
• § 14-8-38.2 - Vesting of Property of Dissolved Partnership Prior to July 1, 1989
  In every instance prior to July 1, 1989, where a partnership has been dissolved for any reason, either pursuant to the provisions of this...
• § 14-8-39 - Rescission of Partnership Agreement Following Fraud or Misrepresentation
  Where a partnership agreement is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto the party entitled to...
• § 14-8-40 - Settlement of Accounts Between Partners After Dissolution
  In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary: (1) The assets...
• § 14-8-41 - Relations With Creditors Following Withdrawal, Expulsion, or Death of Existing Partners or Assignment of Partnership Rights to Third Parties
  (a) When any partner withdraws, is expelled, or dies and the business of the dissolved partnership is continued by one or more of the...
• § 14-8-42 - Continuation of Business After Withdrawal or Death of a Partner
  When any partner withdraws or dies, and the business is continued under any of the conditions set forth in subsection (a) of Code Section...
• § 14-8-43 - Rights of Partners to Accounting of Interest in Partnership Upon Dissolution
  The right to an account of his interest shall accrue to any partner, his assignee, or his legal representative, as against the winding up...
• § 14-8-44 - Law Governing Foreign Limited Liability Partnership
  (a) The laws of the jurisdiction under which a foreign limited liability partnership is organized govern its organization and internal affairs and the liability...
• § 14-8-45 - Certificate of Authority Requirement for Foreign Limited Liability Partnerships; Contents of Application for Certificate; Activities Not Constituting Transacting Business in State
  (a) A foreign limited liability partnership transacting business in this state shall procure a certificate of authority to do so from the Secretary of...
• § 14-8-46 - Registered Office and Registered Agent Required for Foreign Limited Liability Partnership; Secretary of State As Agent for Service of Process; Venue
  (a) Each foreign limited liability partnership that is required to procure a certificate of authority to do business in this state shall continuously maintain...
• § 14-8-47 - Issuance of Certificate of Authority to Foreign Limited Liability Partnership
  (a) If the Secretary of State finds that an application for a certificate of authority conforms to law and all requisite fees and any...
• § 14-8-48 - Name of Foreign Limited Liability Partnership
  (a) A foreign limited liability partnership may apply for a certificate of authority with the Secretary of State under any name, whether or not...
• § 14-8-49 - Change of Name of Foreign Limited Liability Partnership
  A foreign limited liability partnership authorized to transact business in this state must procure an amended certificate of authority from the Secretary of State...
• § 14-8-50 - Withdrawal of Foreign Limited Liability Partnership From State
  (a) A foreign limited liability partnership authorized to transact business in this state may not withdraw from this state until it obtains a certificate...
• § 14-8-51 - Grounds for Revocation of Certificate of Authority of Foreign Limited Liability Partnership
  The Secretary of State may commence a proceeding under Code Section 14-8-52 to revoke the certificate of authority of a foreign limited liability partnership...
• § 14-8-52 - Procedure for Revocation of Certificate of Authority of Foreign Limited Liability Partnership
  (a) If the Secretary of State determines that one or more grounds exist under Code Section 14-8-51 for revocation of a certificate of authority,...
• § 14-8-53 - Appeal From Revocation of Certificate of Authority by Foreign Limited Liability Partnership
  (a) A foreign limited liability partnership may appeal the Secretary of State's revocation of its certificate of authority to the Superior Court of Fulton...
• § 14-8-54 - Transaction of Business Without Certificate of Authority by Foreign Limited Liability Partnership
  (a) A foreign limited liability partnership transacting business in this state may not maintain an action, suit, or proceeding in a court of this...
• § 14-8-55 - Action to Restrain Foreign Limited Liability Partnership From Transacting Business in State
  The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of this
• § 14-8-56 - Annual Registration of Foreign Limited Liability Partnership
  (a) Each foreign limited liability partnership authorized to transact business in this state shall deliver to the Secretary of State for filing an annual...
• § 14-8-57 - Filing Fees Pertaining to Foreign Limited Liability Partnerships
  The Secretary of State shall collect the following fees and penalties when the documents described below are delivered to the Secretary of State for...
• § 14-8-58 - Administrative Power of Secretary of State Pertaining to Foreign Limited Liability Partnership Laws
  The Secretary of State shall have the power and authority reasonably necessary to enable him or her to administer this chapter efficiently and to...
• § 14-8-59 - Rules and Regulations Pertaining to Foreign Limited Liability Partnerships
  The Secretary of State may promulgate such rules and regulations, not inconsistent with the provisions of this chapter, which are incidental to and necessary...
• § 14-8-60 - Effect of Secretary of State's Filing of Documents Pertaining to Foreign Limited Liability Partnerships
  The Secretary of State's duty to file documents under this chapter is ministerial. The Secretary of State's filing or refusing to file a document...
• § 14-8-61 - Effective Date of Laws Governing Foreign Limited Liability Partnership
  Code Sections 14-8-44 through 14-8-60 and this Code section shall become effective on July 1, 1994, and shall govern all foreign limited liability partnerships...
• § 14-8-62 - Limited Liability Partnership Election; Recording; Fees; Contents; Procedures and Effect; Cancellation; Dissolution of Partnership; Amendment of Certificate to Comply With Name Requirements.
  (a) To become and to continue as a limited liability partnership, a partnership shall record in the office of the clerk of the superior...
• § 14-8-63 - Name of Limited Liability Partnership
  (a) Except as provided in subsection (b) of this Code section, the name of a limited liability partnership shall contain the words "limited liability...
• § 14-8-64 - Recognition of Limited Liability Partnership Outside State; Internal Affairs of Partnerships Governed by State Law
  (a) A partnership, including a limited liability partnership, formed and existing under this chapter, may conduct its business, carry on its operations, and have...

Last modified: October 14, 2016