2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 9 - Revised Uniform Limited Partnership Act
Article 6 - Distributions and Withdrawal
§ 14-9-601. Interim Distributions; Redemption of Interest of Partner
- A partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof only to the extent and at the times or upon occurrence of the events specified in the partnership agreement.
- A limited partnership may redeem all or a portion of the interest of any limited or general partner in accordance with the partnership agreement or as agreed among all of the persons who are partners at the time of redemption.
(Code 1981, §14-9-601, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1989, p. 931, § 11.)
Law reviews.- For note on 1989 amendment to this Code section, see 6 Ga. St. U. L. Rev. 184 (1989).
COMMENTNote to Georgia Revised Uniform Limited Partnership Act This section provides that the time of distributions to a partner prior to withdrawal or dissolution and winding up depends on the partnership agreement.
Prior Georgia Law There was no comparable provision.
Comparison With Official RULPA The official version is similar.
Note that the Georgia Revised Uniform Limited Partnership Act does not include the limitations on distributions and liability for excessive distributions provided for in RULPA Sections 607 and 608 and Sections 14-9A-46 and 14-9A-49 of the prior law. Such limitations and liabilities impose substantial costs on the partnership because they inhibit free transferability of limited partnership interests. These costs are not offset by benefits to creditors. In the first place, hinging liability on whether the distribution involves the return of a contribution is based on the very questionable assumption that creditors rely on the contributions in extending credit. It should be noted in this connection that the contributions no longer need be made a matter of public record by being stated in the certificate. Second, creditors are amply protected by the law of fraudulent conveyances and preferences and by the general partners' personal liability for all partnership debts.
Cross-References Distribution on withdrawal of partner: § 14-9-604. Distribution on dissolution and winding up of limited partnership: § 14-9-804.
RESEARCH REFERENCES
C.J.S.
- 68 C.J.S., Partnership, § 610 et seq.
