A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners, except that without the written consent or ratification of the specific act by all the limited partners, a general partner or all of the general partners have no authority to:
(Ga. L. 1952, p. 375, § 9; Code 1981, §14-9-70; Code 1981, §14-9A-70, as redesignated by Ga. L. 1988, p. 1016, § 1.)
Law reviews.- For article on the definition of a security in light of the 1973 Georgia Securities Act and the need for maximizing investor protection, see 30 Emory L.J. 73 (1981).
JUDICIAL DECISIONS
General partner in limited partnership has same rights and liabilities of partner in ordinary partnership. Sugarman v. Shaginaw, 151 Ga. App. 621, 260 S.E.2d 731 (1979).
General partner can bind limited partnership by execution of note.
- A general partner in a limited partnership has power to bind the partnership by that partner's execution of a promissory note on behalf of the partnership where nothing in a limited partnership agreement would limit the power of its general partners to bind the limited partnership in such a manner. Tara Apts., Ltd. v. Citizens & S. Nat'l Bank, 149 Ga. App. 577, 254 S.E.2d 897 (1979).
To bind assets of partner, partner must be served and have that partner's day in court. Sugarman v. Shaginaw, 151 Ga. App. 621, 260 S.E.2d 731 (1979).
Agreement construed to make it impossible for partnership to function.
- Partnership agreement which referred to the security deed held by a general partner and specified that certain capital contributions were to be used to retire that obligation was deemed to be written consent to general partner's foreclosure on security deed which made it impossible for the partnership to carry on its ordinary business. Westminster Properties, Inc. v. Atlanta Assocs., 250 Ga. 841, 301 S.E.2d 636 (1983).
Cited in Coop Mtg. Invs. Assocs. v. Pendley, 134 Ga. App. 236, 214 S.E.2d 572 (1975); North Peachtree I-285 Properties, Ltd. v. Hicks, 136 Ga. App. 426, 221 S.E.2d 607 (1975); Atlanta Whses., Inc. v. Housing Auth., 143 Ga. App. 588, 239 S.E.2d 387 (1977); Third World, Ltd. No. II v. Brewmasters of Augusta, Inc., 155 Ga. App. 352, 270 S.E.2d 891 (1980).
OPINIONS OF THE ATTORNEY GENERAL
Foreign corporation as general partner.
- A foreign corporation transacting business in Georgia as a general partner in a limited partnership must qualify to do business under O.C.G.A. Ch. 2, T. 14. 1982 Op. Att'y Gen. No. 82-95.
Licensing requirements for general partner who manages partnership property.
- To the extent the general partner in a limited partnership manages the property owned by the partnership full time and receives no separate fee, commission, or salary for the brokerage aspects of this management, it would appear that the general partner is excepted from the licensure and regulatory requirements under former § 43-40-29(7) (now O.C.G.A. § 43-40-29(a)(7)), but, if the general partner also managed the property of others, the exception under former § 43-40-29(7) (now O.C.G.A. § 43-40-29(a)(7)) would not apply and that person would be required to be licensed by the commission. 1984 Op. Att'y Gen. No. 84-80.
RESEARCH REFERENCES
Am. Jur. 2d.
- 59A Am. Jur. 2d, Partnership, § 829 et seq.
C.J.S.- 68 C.J.S., Partnership, § 582 et seq.
U.L.A.- Uniform Limited Partnership Act (U.L.A.) § 9.
ALR.- Powers, duties, and accounting responsibilities of managing partner of mining partnership, 24 A.L.R.2d 1359.
Partner's breach of fiduciary duty to copartner on sale of partnership interest to another partner, 4 A.L.R.4th 1122.
Derivative liability of partner for punitive damages for wrongful act of copartner, 14 A.L.R.4th 1335.
PART 5 CONTRIBUTORS
14-9A-80. Party to proceedings.
A contributor, unless he is a general partner, is not a proper party to proceedings by or against a partnership, except where the object is to enforce a limited partner's right against, or liability to, the partnership.
(Ga. L. 1952, p. 375, § 26; Code 1981, §14-9-80; Code 1981, §14-9A-80, as redesignated by Ga. L. 1988, p. 1016, § 1.)
JUDICIAL DECISIONS
Nature of claims against partnership.
- When limited partners alleged that they had not received their portion of the financial items produced by the limited partnership and that their right to vote their shares was violated, it was error to dismiss their claims as derivative, as the alleged injury was to themselves and not to the partnership; however, it was proper to dismiss a claim based on a contractual relationship between the partnership and a third party, as if the claim had any merit it would inure to the benefit of the entire partnership. Hendry v. Wells, 286 Ga. App. 774, 650 S.E.2d 338 (2007), cert. denied, No. S07C1835, 2008 Ga. LEXIS 102 (Ga. 2008).
RESEARCH REFERENCES
Am. Jur. 2d.
- 59A Am. Jur. 2d, Partnership, § 873 et seq.
C.J.S.- 68 C.J.S., Partnership, § 602 et seq.
U.L.A.- Uniform Limited Partnership Act (U.L.A.) § 26.
ALR.
- Parties plaintiff to actions based on libel or slander of a firm or its members, 52 A.L.R. 912.
PART 6 DISSOLUTION
14-9A-90. Effect of retirement, death, or insanity of general partner.
The retirement, death, or insanity of a general partner dissolves the partnership, unless the business is continued by the remaining general partners:
(Ga. L. 1952, p. 375, § 20; Code 1981, §14-9-90; Code 1981, §14-9A-90, as redesignated by Ga. L. 1988, p. 1016, § 1.)
RESEARCH REFERENCES
Am. Jur. 2d.
- 59A Am. Jur. 2d, Partnership, § 813 et seq.
C.J.S.- 68 C.J.S., Partnership, § 610 et seq.
U.L.A.- Uniform Limited Partnership Act (U.L.A.) § 20.
ALR.
- Right of solvent partner to close firm business upon bankruptcy or insolvency of copartner, 29 A.L.R. 45.
Relative rights of surviving partner and the estate of the deceased partner in proceeds of life insurance acquired pursuant to partnership agreement, 83 A.L.R.2d 1347.
Treatment of Family Limited Partnership for Federal Estate and Gift Tax Purposes, 27 A.L.R. Fed. 2d 559.