2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 9 - Revised Uniform Limited Partnership Act
Article 4 - General Partners
§ 14-9-405. Voting Rights; Additional Rights, Powers, and Duties

Universal Citation: GA Code § 14-9-405 (2020)
  1. The partnership agreement may grant:
    1. The right to vote to all or certain identified general partners or specified classes or groups of the general partners on a per capita or any other basis, separately or with all or any class or group of the limited partners or the general partners, on all matters or on one or more specified matters; and
    2. Dissenters' rights to all or certain identified general partners.
  2. A partnership agreement that grants a right to vote may set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any general partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote. Subject to such provisions in the partnership agreement, the matters referred to in this subsection may be decided by the general partners.
  3. In addition to the relative rights, powers, and duties authorized by subsections (a) and (b) of this Code section and by Code Section 14-9-504, a partnership agreement may provide for classes or groups of general partners having such relative rights, powers, and duties as the partnership agreement may provide.

(Code 1981, §14-9-405, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1989, p. 931, § 10.)

Law reviews.

- 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 permits the partners to provide in the partnership agreement for voting and dissenters' rights of general partners, the manner of exercising voting rights, and for classification of partners other than with regard to voting.

Prior Georgia Law As to Section 14-9A-70, see the Comment to Section 403.

Comparison With Official RULPA This section expands the official version in the same way that Section 14-9-302, dealing with the rights of limited partners, changes the official version of that section.

Cross-References Section14-8-18(5) provides that all partners in a general partnership have equal rights to participate in the management of a general partnership. Section14-8-18(7) provides that no person can become a general partner without the consent of all the partners. Section14-8-18(8) provides that ordinary matters are settled in a general partnership by majority vote, and other matters by unanimous vote. Voting rights and classification of limited partners: § 14-9-302. As to general partners, in the absence of contrary agreement, the default provisions of the Uniform Partnership Act control pursuant to Section14-9-1204.


Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, §§ 820 et seq., 829 et seq., 846 et seq.


- 68 C.J.S., Partnership, § 582.

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