2021 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 9 - Revised Uniform Limited Partnership Act
Article 1 - General Provisions
§ 14-9-101. Definitions

As used in this chapter, unless the context of a provision of this chapter otherwise requires or unless otherwise defined in the partnership agreement:

1. "Certificate of limited partnership" means the certificate referred to in Code Section 14-9-201, and such certificate as amended or restated.
2. "Contribution" means a contribution to the capital of a limited partnership authorized by Code Section 14-9-501.

   (2.1) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient.

3. "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in Code Section 14-9-602.

   (3.1) "Foreign limited liability company" means a limited liability company formed under the laws of a jurisdiction other than this state.

4. "Foreign limited partnership" means a partnership formed under the laws of another state and having as partners one or more general partners and one or more limited partners.
5. "General partner" means a person who:
   1. Becomes a general partner upon the formation of a limited partnership in accordance with Code Section 14-9-201 or becomes a general partner in accordance with Code Section 14-9-401, is named in the certificate of limited partnership as a general partner and has not ceased to be a general partner pursuant to Code Section 14-9-602; or
   2. Is a general partner of a foreign limited partnership in accordance with the law of the state of organization.
6. "Interest" means interest at the legal rate that applies when the percentage rate is not named in the contract as provided by Code Section 7-4-2 or any successor statute.

   (6.1) "Limited liability company" means any limited liability company formed under Chapter 11 of this title.

7. "Limited partner" means a person who:
   1. Has been admitted to a limited partnership as a limited partner in accordance with Code Section 14-9-301 and has not withdrawn as a limited partner pursuant to Code Section 14-9-603; or
   2. Is a limited partner in a foreign limited partnership in accordance with the law of the state of organization.
8. "Limited partnership" and "domestic limited partnership" mean a partnership formed in accordance with Code Section 14-9-201 by two or more persons under the laws of this state and having one or more general partners and one or more limited partners.
9. "Partner" means a limited partner or general partner of a limited partnership.
10. "Partnership agreement" means an agreement, written or oral, of the partners of a limited partnership as to the affairs of the limited partnership and the conduct of its business.
11. "Partnership interest" means a partner's share of the capital and profits and losses of a limited partnership, the right to receive distributions of partnership assets, and the right to receive any allocation of income, gain, loss, deduction, credit, or similar items.
12. "Person" means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity, or any person acting in a representative capacity.
13. "State" means the District of Columbia or the Commonwealth of Puerto Rico or any state, territory, possession, or other jurisdiction of the United States.

(Code 1981, §14-9-101, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1999, p. 405, § 22; Ga. L. 2016, p. 225, § 2-4/SB 128.)

The 2016 amendment, effective July 1, 2016, added paragraphs (3.1) and (6.1).

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, § 767 et seq.

- 68 C.J.S., Partnership, § 556.