Voting Rights; Additional Rights, Powers, and Duties

  1. Law
  2. Georgia Code
  3. Corporations, Partnerships, and Associations
  4. Revised Uniform Limited Partnership Act
  5. Limited Partners
  6. Voting Rights; Additional Rights, Powers, and Duties

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  1. The partnership agreement may grant:
    1. The right to vote to all or certain identified limited partners or specified classes or groups of the limited partners on a per capita or any other basis, separately or with all or any class or group of the limited partners or the general partners, on all matters or on one or more specified matters; and
    2. Dissenters' rights to all or certain identified limited partners.
  2. A partnership agreement that grants a right to vote may set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any limited partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote. Subject to such provisions in the partnership agreement, the matters referred to in this subsection may be decided by the general partners.
  3. In addition to the relative rights, powers, and duties authorized by subsections (a) and (b) of this Code section, a partnership agreement may provide for classes or groups of limited partners to have such relative rights, powers, and duties as the partnership agreement may provide.

(Code 1981, §14-9-302, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1989, p. 931, § 8.)

Law reviews.

- For article, "2006 Amendments to Georgia's Corporate Code and Alternative Entity Statutes," see 12 Ga. St. B. J. 12 (2007). For note on 1989 amendment to this Code section, see 6 Ga. St. U. L. Rev. 184 (1989).

COMMENT

Note to Georgia Revised Uniform Limited Partnership Act This section clarifies that the partners may provide in the partnership agreement for limited partner voting rights, rules for exercise of these voting rights, and classification of limited partners for voting and other purposes.

Prior Georgia Law Section 14-9A-70 provides for a limited partner veto power over certain general partner acts.

Comparison With Official RULPA Subsection (a) has been expanded from the official version to clarify that the agreement may provide for class voting and dissenters' rights. Subsections (b) and (c) have been added to the official version. Subsections (a) and (b) are based on Section 17-302 of the Delaware Revised Uniform Limited Partnership Act, Del. Code Ann. tit. 6 Section 17-302 (Supp. 1986), except that subsection (b) clarifies that the general partners may set meeting rules if such rules are not otherwise set by the partnership agreement.

Cross-References Allocation of financial items among partners: § 14-9-503.

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, §§ 820 et seq., 829 et seq., 846 et seq.

C.J.S.

- 68 C.J.S., Partnership, §§ 563, 582, 585 et seq.


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