2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 9 - Revised Uniform Limited Partnership Act
Article 8 - Dissolution
§ 14-9-802. Judicial Dissolution
On application by or for a partner, the court may decree dissolution of a limited partnership whenever:
- It is not reasonably practicable to carry on the business in conformity with the partnership agreement; or
- A general partner has been guilty of such misconduct as tends to affect prejudicially the carrying on of the business.
(Code 1981, §14-9-802, enacted by Ga. L. 1988, p. 1016, § 1.)
Law reviews.- For article, "Business Associations," see 63 Mercer L. Rev. 83 (2011).
COMMENTNote to Georgia Revised Uniform Limited Partnership Act This section states the grounds for dissolution of a limited partnership by judicial decree. It applies to the exclusion of Section 14-8-32 pursuant to Section 14-9-1204.
Prior Georgia Law Section 14-9A-42(a)(3) provides that a limited partner has the same right to seek judicial dissolution as a general partner, thus implicitly referring to Section 14-8-32.
Comparison With Official RULPA The official version has been expanded by the addition of subsection (b), which is based on Section 14-8-32(3). This mitigates the effect of Section 14-9-603 which, by deleting the limited partners' right of withdrawal except as otherwise provided for in the agreement, can have the effect of rendering the limiteds vulnerable to general partner misconduct.
Cross-References General partner ceases to be such by court-adjudicated incompetence: § 14-9-602(a)(6)(B). Causes of dissolution of limited partnership: § 14-9-801.
JUDICIAL DECISIONS
Question of fact precluded summary judgment in dissolution of partnership.
- With regard to the application of a father/grandfather to dissolve a family farm partnership, the trial court erred by resolving the issue on summary judgment because the evidence presented an issue of fact for the jury as to whether the father/grandfather had assigned away all the partnership interests in the family farm business. Godwin v. Mizpah Farms, LLLP, 330 Ga. App. 31, 766 S.E.2d 497 (2014).
RESEARCH REFERENCES
Am. Jur. 2d.
- 59A Am. Jur. 2d, Partnership, §§ 896, 897.
C.J.S.- 68 C.J.S., Partnership, § 613.
