Definitions

  1. Law
  2. Georgia Code
  3. Corporations, Partnerships, and Associations
  4. Partnerships
  5. Definitions

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As used in this chapter, the term:

  1. "Bankrupt" means a person who is the subject of:
    1. The entry of an order for relief under Section 303(h) of the Bankruptcy Code (11 U.S.C. Section 303(h)) or the filing of a petition for voluntary bankruptcy under Section 301 of the Bankruptcy Code (11 U.S.C. Section 301) as these provisions may be now or hereafter amended; or
    2. An equivalent order or petition under any successor statute or code of general application; or
    3. An equivalent order or petition under any state insolvency Act.
  2. "Business" includes every trade, occupation, or profession.
  3. "Conveyance" includes every assignment, deed, transfer, lease (including the creation of a usufruct), mortgage or pledge of tangible, intangible, or real property, and also the creation or cancellation of any lien, encumbrance, or security title.
  4. "Court" includes every court and judge having jurisdiction in the case.

    (4.1) "Foreign limited liability company" means a limited liability company formed under the laws of a jurisdiction other than this state.

  5. "Foreign limited liability partnership" means any limited liability partnership and any limited liability limited partnership formed under the laws of a jurisdiction other than this state.
  6. "Interest" means interest at the legal rate which applies where the rate percent is not named in the contract as provided by Code Section 7-4-2 or any successor statute.

    (6.05) "Limited liability company" means any limited liability company formed under Chapter 11 of this title.

    (6.1) "Limited liability partnership" means any partnership governed by this chapter, and any limited partnership that either is organized under Chapter 9 of this title or has elected to be subject to the provisions of Chapter 9 of this title pursuant to subsection (b) of Code Section 14-9-1201, that has become a limited liability partnership under Code Section 14-8-62 and that complies with Code Section 14-8-63.

  7. "Person" includes a natural person, partnership, limited liability partnership, limited partnership (domestic or foreign), trust, estate, association, or corporation.Any person may be a partner unless the person lacks capacity apart from this chapter.
  8. "Real property" includes any estate or interest, including usufructory interests, in, over, or under land, including minerals, structures, fixtures, and other things which by custom, usage, or law pass with a conveyance of land though not described or mentioned in an instrument of conveyance or in a contract to make such a conveyance.

(Code 1981, §14-8-2, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 1994, p. 1674, § 1; Ga. L. 1995, p. 470, § 1; Ga. L. 1996, p. 787, § 1; Ga. L. 1997, p. 143, § 14; Ga. L. 2016, p. 225, § 2-3/SB 128.)

The 2016 amendment, effective July 1, 2016, added paragraphs (4.1) and (6.1).

Code Commission notes.

- Pursuant to Code Section 28-9-5, in 1995, paragraph (7.1), which was added by Ga. L. 1995, p. 470, was redesignated as paragraph (6.1).

Pursuant to Code Section 28-9-5, in 2016, paragraph (6.1), as enacted by Ga. L. 2016, p. 225, § 2-3/SB 128, was redesignated as paragraph (6.05).

Law reviews.

- For note on the 1994 amendment of this Code section, see 11 Ga. St. U. L. Rev. 77 (1994).

COMMENT

Note to Uniform Partnership Act This section sets forth definitions of terms used in the Uniform Partnership Act.

Prior Georgia Law There was no comparable provision.

Official UPA Only the definition of "business" in paragraph (2) is the same as in the official version.

Paragraph (1) modernizes the official version by referring to the Bankruptcy Code. "Bankrupt" does not refer to an interim order, such as one under § 303(g) of the Bankruptcy Code, which precedes the actual order for relief under § 303(h) or its equivalent.

Paragraph (3) is based on § 1 of the Uniform Fraudulent Conveyance Act.

Paragraph (5) refers to the legal rate applicable where the parties have not agreed to a specific rate of interest.

Paragraph (6), first sentence, is based on § 101(11) of the Revised Uniform Limited Partnership Act.

Paragraph (6), second sentence, is based on § 6-A(2) of the Texas version of the Uniform Partnership Act, Tex. Civ. Stat. Art. 6132b, § 6-A(2) (Vernon, 1970). Similarly expansive definitions of "person" are also found in the Alabama, Kansas and Wisconsin acts.

Paragraph (7) is based on § 1-201(15) of the Uniform Land Transactions Act.

The definitions of "business," "person," "conveyance" and "real property" are intended, through the use of "includes," to be expansive. The definition of "bankrupt," through the use of the word "means," is intended to be inclusive.

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, § 3 et seq.

ALR.

- What constitutes professional services within meaning of statute preserving individual liability of professional employees of professional corporation, association, or partnership, 31 A.L.R.4th 898.


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