Winding Up

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

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  1. After dissolution, except as provided in the partnership agreement, the general partners who have not withdrawn or, if none, the limited partners may wind up the limited partnership's affairs but, if one or more of such general partners have engaged in wrongful conduct, or upon other cause shown, the court may wind up the limited partnership's affairs upon application of a partner, his legal representative, or assignee.
  2. Unless otherwise provided in writing in the partnership agreement, the persons winding up the limited partnership's affairs may, in the name of, and for and on behalf of, the limited partnership:
    1. Prosecute and defend suits, whether civil, criminal, or administrative;
    2. Settle and close the limited partnership's business;
    3. Dispose of and convey the limited partnership's property for cash;
    4. Discharge the limited partnership's liabilities; and
    5. Distribute to the partners any remaining assets of the limited partnership.

(Code 1981, §14-9-803, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1989, p. 931, § 14.)

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 states who may wind up the limited partnership's affairs after dissolution, and the powers of such persons. It applies to the exclusion of Section 14-8-37 (see Section 14-9-1204).

Prior Georgia Law In the absence of a limited partnership act provision, the Uniform Partnership Act applied. Section 14-8-37 provides for winding up of a partnership by non-wrongful partners, the legal representative of the last surviving partner, or by the court "upon cause shown."

Comparison With Official RULPA Subsection (a) was changed from the official version to clarify that withdrawn partners may not participate in winding up unless otherwise agreed. This was made particularly unclear in RULPA by the reference to partners "who have not wrongfully dissolved:" Since the usual method of wrongful dissolution is voluntary withdrawal in violation of the partnership agreement, RULPA implies that rightfully withdrawing partners can participate in winding up. Unlike under RULPA, a general partner who has engaged in wrongful conduct without withdrawing may participate in winding up unless the limited partnership's affairs are wound up by the court or unless the agreement provides otherwise. Subsection (b) is based on Section 17-803 of the Delaware Revised Uniform Limited Partnership Act, Del. Code Ann. tit. 6, Section 17-803 (Supp. 1986).

Cross-References Limited partnership continues to exist after dissolution until cancellation of certificate: §§ 14-8-30,14-9-201(b). Post-dissolution partner acts binding the partnership: § 14-8-33 et seq. When general partner ceases to be such: § 14-9-602. Wrongful withdrawal of general partner: § 14-9-602(c). Causes of dissolution of limited partnership: § 14-9-801.

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, § 898.

C.J.S.

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


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