Rights and Duties of Partners

  1. Law
  2. Georgia Code
  3. Corporations, Partnerships, and Associations
  4. Partnerships
  5. Rights and Duties of Partners

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The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules:

  1. Each partner shall be repaid his or her contributions, whether by way of capital or advances to the partnership property and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied; and, except as provided in subsection (b) of Code Section 14-8-15, must contribute towards the losses, whether of capital or otherwise, sustained by the partnership according to his or her share in the profits;
  2. The partnership must indemnify every partner in respect of payments made and personal liabilities reasonably incurred by him in the ordinary and proper conduct of its business, or for the preservation of its business or property;
  3. A partner, who in aid of the partnership makes any payment or advance beyond the amount of capital which he agreed to contribute, shall be paid interest from the date of the payment or advance;
  4. A partner shall receive interest on the capital contributed by him only from the date when repayment should be made;
  5. All partners have equal rights in the management and conduct of the partnership business;
  6. No partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for his services in winding up the partnership affairs;
  7. No person can become a member of a partnership without the consent of all the partners;
  8. Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.

(Code 1981, §14-8-18, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1995, p. 470, § 4.)

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, § 269 et seq.

C.J.S.

- 68 C.J.S., Partnership, § 120 et seq.

ALR.

- Right of individual partner to exemption in partnership property, 4 A.L.R. 300.

Power of partner to dispose of good will of business, 5 A.L.R. 1182.

Authority of member of farming partnership to execute negotiable paper, 9 A.L.R. 372.

Actions at law between partners and partnerships, 21 A.L.R. 21.

Right to setoff claim of individual partner against claim against partnership, 55 A.L.R. 566.

Right of other partners or partnership creditors in respect of insurance on interest of one of the partners, 61 A.L.R. 1201.

Right of partners inter se in respect of interest, 66 A.L.R. 3.

Relative rank of judgment, attachment, or execution based on partnership liability and judgment, attachment, or execution based on liability of individual partner, 75 A.L.R. 997.

Partition of partnership real property, 77 A.L.R. 300.

Accountability of partner or joint adventurer for profits earned subsequently to death or dissolution, 80 A.L.R. 12; 55 A.L.R.2d 1391.

Right of one partner in action at law against him by another partner on a personal claim to set up by counterclaim or otherwise claim arising out of partnership transactions, 93 A.L.R. 293.

Right of partner or member of joint adventure to share in misappropriated money or property, or secret profits, for which he is required to account, 118 A.L.R. 640.

Discharge or settlement by, or payment to, one partner or co-obligee, as affecting rights of others, 142 A.L.R. 371.

Provision of partnership agreement giving one partner option to buy out the other, 160 A.L.R. 523.

Liability of partner for failure to perform personal services, 165 A.L.R. 981.

Actions at law between partners and partnerships, 168 A.L.R. 1088.

Duty of former partner, acquiring property occupied by partnership business, to renew lease, 4 A.L.R.2d 102.

Delay as defense to action for accounting between joint adventurers, 13 A.L.R.2d 765.

Powers, duties, and accounting responsibilities of managing partner of mining partnership, 24 A.L.R.2d 1359.

Right of partner or joint adventurer to accounting where firm business or transactions are illegal, 32 A.L.R.2d 1345.

Constructive trust in favor of partnership where one partner purchases real estate with his own funds, 44 A.L.R.2d 519.

When real estate owned by partner before formation of partnership will be deemed to have become asset of firm, 45 A.L.R.2d 1009.

Meaning and coverage of "book value" in partnership agreement in determining value of partner's interest, 47 A.L.R.2d 1425.

Rights in profits earned by partnership or joint adventure after death or dissolution, 55 A.L.R.2d 1391.

Construction and effect of agreement relating to salary of partners, 66 A.L.R.2d 1023.

Construction and application of § 18(f) of Uniform Partnership Act as to surviving partner's right to compensation for services in winding up partnership, 81 A.L.R.2d 445.

Validity and construction of contractual restrictions on right of medical practitioner to practice, incident to partnership agreement, 62 A.L.R.3d 970.

Construction of agreement between real-estate agents to share commissions, 71 A.L.R.3d 586.

Construction and application of expulsion provision in partnership agreement between attorneys, 72 A.L.R.3d 1226.

Evaluation of interest in law firm or medical partnership for purposes of division of property in divorce proceedings, 74 A.L.R.3d 621.

Embezzlement, larceny, false pretenses, or allied criminal fraud by a partner, 82 A.L.R.3d 822.

Rights of attorneys leaving firm with respect to firm clients, 1 A.L.R.4th 1164.

Partner's breach of fiduciary duty to copartner on sale of partnership interest to another partner, 4 A.L.R.4th 1122.

Joint venturers' comparative liability for losses, in absence of express agreement, 51 A.L.R.4th 371.


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