2019 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 9 - Revised Uniform Limited Partnership Act
Article 7 - Partnership Interests
§ 14-9-702. Assignment of partnership interest

Universal Citation: GA Code § 14-9-702 (2019)
  • (a) Unless otherwise provided in the partnership agreement:

    • (1) A partnership interest is assignable in whole or in part;

    • (2) An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner;

    • (3) An assignment entitles the assignee to receive, to the extent assigned, the assignor's partnership interest;

    • (4) Until the assignee of a partnership interest becomes a partner, the assignor partner continues to be a partner and to have the power to exercise any rights or powers of a partner, except to the extent those rights or powers are assigned; provided that on the assignment by a general partner of all of the general partner's rights as a general partner, the general partner's status as a general partner may be terminated by the affirmative vote of a majority in interest of the limited partners;

    • (5) Until an assignee of a partnership interest becomes a partner, the assignee has no liability as a partner solely as a result of the assignment; and

    • (6) The assignor of a partnership interest is not released from his liability as a partner solely as a result of the assignment.

  • (b) A written partnership agreement may provide that a partner's partnership interest may be evidenced by a certificate of partnership interest issued by the limited partnership and may also provide for the assignment or transfer of a partnership interest represented by such a certificate and make other provisions with respect to those certificates.

History:

Code 1981, § 14-9-702, enacted by Ga. L. 1988, p. 1016, § 1.

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