A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership property.
(Code 1981, §14-8-17, enacted by Ga. L. 1984, p. 1439, § 1.)
Law reviews.- For article surveying business associations developments in Georgia from mid-1980 through mid-1981 concerning partnerships and corporations, see 33 Mercer L. Rev. 19 (1981).
COMMENTNote to Uniform Partnership Act This section provides that one who enters an existing partnership is not thereby rendered personally liable for pre-existing debts. However, such debts may be satisfied out of the incoming partner's share of partnership property.
Prior Georgia Law Prior O.C.G.A. § 14-8-44 provided that an incoming partner was not liable for pre-existing debts in the absence of express assumption. Contrary to new § 14-8-17, this limitation was held to apply not only to the new partner's personal liability, but also to the partner's interest in the firm. See Wallace & Wingfield v. Hull, Frierson & Co., 28 Ga. 68 (1858).
Official UPA This section is the same as the official version.
Cross-References Liability of partners for partnership obligations: § 14-8-15. Ability of partnership creditors to reach the partnership assets after a change in membership: § 14-8-41.
RESEARCH REFERENCES
C.J.S.
- 68 C.J.S., Partnership, § 309.