Events Triggering Dissolution

  1. Law
  2. Georgia Code
  3. Corporations, Partnerships, and Associations
  4. Revised Uniform Limited Partnership Act
  5. Dissolution
  6. Events Triggering Dissolution

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A limited partnership is dissolved and its affairs must be wound up upon the first of the following to occur:

  1. Events specified in writing in the partnership agreement;
  2. Written consent of all partners;
  3. An event of withdrawal of a general partner unless:
    1. There remains at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner or general partners alone or together with new general partners, and that partner or those general partners do so; or
    2. Within 90 days after the withdrawal, all partners other than the general partner with respect to which the event of withdrawal has occurred (or such partners as are provided for in the written provisions of the partnership agreement) agree in writing to continue the business of the limited partnership and, if there is no remaining general partner, to the appointment, effective as of the date of withdrawal, of one or more new general partners; or
  4. Entry of a decree of judicial dissolution under Code Section 14-9-802.

(Code 1981, §14-9-801, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1989, p. 931, § 13; Ga. L. 1994, p. 161, § 3; Ga. L. 1996, p. 787, § 13.)

Law reviews.

- 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 specifies the causes of dissolution. It applies to the exclusion of Sections 14-8-29 and 14-8-31 (see Section 14-9-1204).

Prior Georgia Law Section 14-9A-90 provides for dissolution on retirement, death or insanity of a general partner unless the business is continued pursuant to the certificate or with the consent of all members. Section 14-9A-47(d) provides that a limited partner may have the partnership dissolved when he rightfully but unsuccessfully demands return of his contribution.

Comparison With Official RULPA This section is similar to the official version. Subsection (3)(B) makes explicit what is implicit in RULPA Section 801(4), that the appointment of a new general partner is necessary and not merely desirable for continuation of the partnership where there is no remaining general partner.

Because of the 90-day lag before a general partner's withdrawal becomes effective under Section 14-9-602(c), the limited partnership will have one or more general partners even after a sole general partner serves notice of withdrawal. It therefore remains a "limited partnership" under Section 14-9-101(8)). At the end of the 90 days the partnership will either be dissolved or will continue, with a new general partner appointed effective as of the date of withdrawal of the former general partner (see subsection 801(3)(B)). Even if the sole general partner withdraws and is not replaced, a limited partnership that was formed under Section 14-9-201 continues to exist under Section 14-9-201(b) until cancellation of the certificate. Thus, the withdrawal of the sole general partner will not result in loss of limited liability for the limited partners.

If the partnership is dissolved it continues for winding up under Sections 14-8-30 and 14-9-803 and until cancellation of the certificate as discussed in the previous paragraph. Also, the partnership business can be continued after dissolution pursuant to Section 14-8-38, which applies pursuant to Section 14-9-1204.

Cross-References Partnership continues for winding up after dissolution until cancellation of certificate: §§ 14-8-30 and14-9-201(b). Effect of dissolution on existing liabilities of partners: § 14-8-36. Continuation of partnership business or application of property following dissolution: § 14-8-38. Rights of creditors against successor partnership or other business: § 14-8-41. Events of withdrawal of general partner: § 14-9-602. Distribution to withdrawing partner where partnership continues: § 14-9-604. Judicial dissolution: § 14-9-802. Winding up after dissolution: § 14-9-803. Distribution of property upon winding up: § 14-9-804.

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, § 895 et seq.

C.J.S.

- 68 C.J.S., Partnership, § 610 et seq.

ALR.

- Treatment of Family Limited Partnership for Federal Estate and Gift Tax Purposes, 27 A.L.R. Fed. 2d 559.


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