2021 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 8 - Partnerships
§ 14-8-38.1. Vesting of Property of Dissolved Partnership in Partnership Continuing Business
When a partnership is dissolved for any reason, either pursuant to the provisions of this chapter or the partnership agreement or otherwise, and the business is continued as a partnership, the title to any real property or other property vested in such dissolved partnership shall, by operation of law, be vested in the partnership continuing the business without reversion or impairment and without further act or deed or other instrument of transfer or conveyance.
(Code 1981, §14-8-38.1, enacted by Ga. L. 1989, p. 927, § 3.)
Law reviews.- For note on 1989 enactment of this Code section, see 6 Ga. St. U. L. Rev. 188 (1989).
JUDICIAL DECISIONS
Editor's notes.
- In light of the similarity of the statutory provisions, decisions under former Civil Code 1910, §§ 3162, 3177 and former Code 1933, § 75-209, in effect prior to the 1984 repeal and reenactment of this chapter, are included in the annotations to this Code section.
Title to survivor.
- On death of partner, title to personal assets of firm is given to survivor, who is charged with their administration: first, for the payment of the partnership debts; and, secondly, for paying over deceased partner's share in surplus to the deceased's legal representatives. Roberts v. First Nat'l Bank, 61 Ga. App. 284, 6 S.E.2d 88 (1939) (decided under former Code 1933, § 75-209).
If remaining members continue the business it is new entity, but title to personal property shall vest in surviving partners, who have right to dispose thereof for paying debts and making distribution. Fenner & Beane v. Nelson, 64 Ga. App. 600, 13 S.E.2d 694 (1941) (decided under former Code 1933, § 75-209).
When death of partner occurs after execution of note sued on, title to note vests in surviving partner. Cook v. Cochran, 42 Ga. App. 478, 156 S.E. 465 (1931) (decided under former Civil Code 1910, § 3177).
As long as liabilities exist, property is still partnership property.
- Lien for taxes upon partnership property in surviving partner's possession and control is debt for which surviving partner is liable. Ledbetter v. Farrar Lumber Co., 177 Ga. 779, 171 S.E. 374 (1933) (decided under former Civil Code 1910, §§ 1010 - 1087, § 3162).
Death of partner who committed tort before action brought.
- When partner who actually committed tort died before an action was brought, whether or not such death abated cause of action as related to individual liability of dead partner or the partner's estate, it would not affect liability of partnership or of other partner. Rogers v. Carmichael, 184 Ga. 496, 192 S.E. 39 (1937) (decided under former Code 1933, § 75-209).
Assets not chargeable with year's support to widow.
- Unless there is surplus, none of assets of partnership constitute any part of estate of the deceased partner, and consequently they are not chargeable with year's support allowed to his widow. Roberts v. First Nat'l Bank, 61 Ga. App. 284, 6 S.E.2d 88 (1939) (decided under former Code 1933, § 75-209).
The year's support awarded to partner's widow could only be carved out of or set aside or apart from estate, or assets of estate, of decedent, and his estate would derive none of assets of partnership except by proper distribution after it appeared that surplus existed. Roberts v. First Nat'l Bank, 61 Ga. App. 284, 6 S.E.2d 88 (1939) (decided under former Code 1933, § 75-209).
Limitation on surviving partner in concluding partnership business.
- Upon death of partner, partnership is dissolved, and in absence of agreement, surviving partner in concluding partnership business has right only to convert assets of partnership into cash, pay debts of firm, and make distribution to administrator of estate of deceased partner. Richter v. Richter, 202 Ga. 554, 43 S.E.2d 635 (1947) (decided under former Code 1933, § 75-209).
Surviving partner is trustee of deceased partner's interest and fiduciary relation exists between the surviving partner and representative of deceased partner's estate. Richter v. Richter, 202 Ga. 554, 43 S.E.2d 635 (1947) (decided under former Code 1933, § 75-209).
Surviving partner's sale of personal property to himself set aside.
- Equity will set aside bill of sale of personal property from surviving partner to that partner personally on proper application of administrator of deceased partner. Richter v. Richter, 202 Ga. 554, 43 S.E.2d 635 (1947) (decided under former Code 1933, § 75-209).
Surviving partner must involve deceased partner's representative in suit.
- There is no validity to contentions that the control of assets by surviving partner must be both for purpose of "paying debts" and "making distribution"; if there are no debts, surviving partner has no right to sue on chose in action of partnership without making personal representative of deceased partner party thereto. Bone v. Faircloth, 52 Ga. App. 23, 182 S.E. 400 (1935) (decided under former Code 1933, § 75-209).
RESEARCH REFERENCES
Am. Jur. 2d.
- 59A Am. Jur. 2d, Partnership, § 85 et seq.
ALR.
- Partnership land as real or personal property for purposes of descent and distribution, 25 A.L.R. 389.
Remedy where additional assets or liabilities are discovered after settlement of partnership affairs as at law or in equity, 41 A.L.R. 1454.
Power of surviving partner or member of joint adventure to grant or sell oil and gas lease or other mineral rights covering land belonging to partnership or joint adventure, 89 A.L.R. 588.
Applicability of statute of nonclaim or limitation statute as between surviving partner and estate of deceased partner, 157 A.L.R. 1114.
