2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 9 - Revised Uniform Limited Partnership Act
Article 1 - General Provisions
§ 14-9-104. Registered Office and Agents

1. Each limited partnership shall continuously maintain in this state:
   1. A registered office which may, but need not, be a place of its business in this state; and
   2. A registered agent for service of process on the limited partnership. The address of the business office of the registered agent shall be the same as the address of the registered office referred to in paragraph (1) of this subsection.
2. An agent for service of process must be an individual resident of this state, a domestic corporation, professional corporation, or limited liability company, or a foreign corporation or limited liability company authorized to transact business in this state.
3. A limited partnership may change its registered office or its registered agent by filing an amendment to its annual registration setting forth:
   1. The name of the limited partnership;
   2. The address of its then registered office;
   3. If the address of its registered office is to be changed, the new address of the registered office;
   4. The name or names of its then registered agent or agents;
   5. If its registered agent or agents are to be changed, the name or names of its successor registered agent or agents and the written consent of each successor agent to his or her or its appointment; and
   6. That the address of its registered office and the address of the business office of its registered agent or agents, as changed, will be identical.
4. If the Secretary of State finds that such statement conforms to subsection (a) of this Code section, he or she shall file such statement in his or her office; and upon such filing the change of address of the registered office or the change of the registered agent or agents, or both, as the case may be, shall become effective.
5. Any registered agent of a limited partnership may resign as such agent upon filing a written notice thereof with the Secretary of State. The appointment of such agent shall terminate upon the expiration of 30 days after receipt of such notice by the Secretary of State. There shall be attached to such notice an affidavit of such agent, if an individual, or of an officer thereof, if a corporation, that at least ten days prior to the date of filing such notice a written notice of the agent's intention to resign was mailed or delivered to the limited partnership for which such agent is acting. Upon such resignation becoming effective, the address of the business office of the resigned registered agent shall no longer be the address of the registered office of the limited partnership.
6. A registered agent may change his or her or its business address and the address of the registered office of any limited partnership of which he or she or it is a registered agent to another place within this state by filing a statement as required in subsection (c) of this Code section, except that it need be signed only by the registered agent and need not be responsive to paragraph (5) of subsection (c) of this Code section and must recite that a copy of the statement has been mailed or delivered to a representative or agent of each such limited partnership other than the notifying registered agent.
7. Whenever a limited partnership shall fail to appoint or maintain a registered agent in this state, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the Secretary of State shall be an agent of such limited partnership upon whom any process, notice, or demand may be served. Service on the Secretary of State of any such process, notice, or demand shall be made by delivering to and leaving with him or her or with any other person or persons designated by the Secretary of State to receive such service a copy of such process, notice, or demand. The plaintiff or his or her attorney shall certify in writing to the Secretary of State that he or she has forwarded by registered mail or statutory overnight delivery such process, service, or demand to the last registered office or agent listed on the records of the Secretary of State, that service cannot be effected at such office, and that it therefore appears that the limited partnership has failed either to maintain a registered office or appoint a registered agent in this state. Any such service by certification to the Secretary of State shall be answerable in not more than 30 days. The provisions of this subsection may be used notwithstanding any inconsistent provisions of Chapter 11 of Title 9.
8. The Secretary of State shall keep a record of all processes, notices, and demands served upon him or her under this Code section and shall record therein the time of such service and his or her action with reference thereto.

(Code 1981, §14-9-104, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1989, p. 931, § 3; Ga. L. 1999, p. 405, § 23; Ga. L. 2000, p. 1589, § 4; Ga. L. 2002, p. 989, § 12.)

- Ga. L. 2000, p. 1589, § 16, provides that the amendment to this Code section is applicable with respect to notices delivered on or after July 1, 2000.

- For annual survey of business associations, see 67 Mercer L. Rev. 15 (2015). For note on 1989 amendment to this Code section, see 6 Ga. St. U. L. Rev. 184 (1989).

Note to Georgia Revised Uniform Limited Partnership Act This section requires maintenance of a registered office and a registered agent for service, provides for change of registered office or agent, resignation or change of address of a registered agent and for substituted service on the Secretary of State for limited partnerships that fail to maintain a registered agent or when the registered agent cannot be found at the registered office.

Prior Georgia Law There was no comparable provision.

Comparison With Official RULPA The requirement of keeping records in the partnership office was deleted because partnership records need merely to be available and subject to inspection rather than kept at a particular place.

Procedures for change and resignation of the registered agent and for substituted service were added. These were adapted from corporate provisions, Sections 14-2-61 and 14-2-62. The provision for substitution of agents is adapted from Section 17-104(c) of the Delaware Revised Uniform Limited Partnership Act, Del. Code Ann. tit. 6 Section 17-104(c) (Supp. 1986).

Cross-Reference Partners' right to inspect certain records at the registered office: § 14-9-305.

JUDICIAL DECISIONS

Substitute service authorized.

- Because there was proof that the registered agent could not with reasonable diligence be found at the registered office, the trial court abused its discretion in finding that substitute service under O.C.G.A. § 14-9-104(h) (now subsection (g)) was unauthorized. McClendon v. 1152 Spring St. Associates-Georgia, 225 Ga. App. 333, 484 S.E.2d 40 (1997).

Police officer's efforts to serve the property owner at an office that was not functioning as a registered office were reasonable and further efforts were not required before substituting service upon the Secretary of State as the office upon which service was attempted was listed as the registered office but was a virtual office, not the agent's primary office. Hooks v. McCondichie Props. 1, 330 Ga. App. 583, 767 S.E.2d 517 (2015).

- O.C.G.A. § 14-9-104 does not purport to provide or identify the exclusive means of perfecting service of process on limited partnerships, which may also be accomplished via O.C.G.A. § 9-11-4(d)(2). Northgate Village Apts. v. Smith, 207 Ga. App. 479, 428 S.E.2d 381 (1993).

- Because O.C.G.A. § 14-9-104(g), did not impose upon the officer an obligation to obtain a receipt for overnight delivery signed by the addressee or an agent of the addressee, the trial court erred in granting the property owner's motion to set aside the default judgment. Hooks v. McCondichie Props. 1, 330 Ga. App. 583, 767 S.E.2d 517 (2015).

Cited in Munoz v. Pac. Ins. Co., 261 Ga. App. 246, 582 S.E.2d 207 (2003).

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, § 776 et seq.