2025 Code of Georgia
Title 14 - Corporations, Partnerships, and Associations (Chs. 1 — 11)
Chapter 9A - Limited Partnerships (Arts. 1 — 2)
Article 1 - Limited Partnerships Formed Since February 15, 1952 (Pts. 1 — 6)
Annotations
JUDICIAL DECISIONS
One of this article’s (O. C. G. A. Art. 1, Ch. 9, T. 14) main purposes is to ensure that, when there has been substantial compliance with the law, limited partners do not find themselves exposed to the liability of a general partnership because of a mere technicality. Franklin v. Rigg, 143 Ga. App. 60, 237 S. E.2d 526, 1977 Ga. App. LEXIS 2186 (1977).
The whole tenor of O. C. G. A. Art. 1, Ch. 9, T. 14 is to protect the investors from being held to be general partners and to give third parties notice that some of the partners have limited liability. Hirsch v. Equilateral Assocs., 245 Ga. 373, 264 S. E.2d 885, 1980 Ga. LEXIS 803 (1980).
Intended as remedial legislation. —The Uniform Limited Partnership Act (see now O. C. G. A. § 14-9A-1) as adopted in Georgia is obviously intended as remedial legislation. Franklin v. Rigg, 143 Ga. App. 60, 237 S. E.2d 526, 1977 Ga. App. LEXIS 2186 (1977).
Opinion Notes
OPINIONS OF THE ATTORNEY GENERAL Offering for sale of limited partnershipsconstitutes offering for sale of a security as the term is defined by the Georgia Securities Act (see now O. C. G. A. § 10-5-1 et seq.), unless exempted or involved in an exempt transaction, such securities must be registered. 1969 Op. Att'y Gen. No. 69-328.
Offering for sale of investment club interest. —If the formation of an investment club were essentially the same as that for a limited partnership, such an interest would be a security. 1969 Op. Att'y Gen. No. 69-328.
Research References & Practice Aids
Law reviews.For article discussing the Uniform Limited Partnership Act, adopted in Georgia in 1952, see 14 Ga. B. J. 423 (1952).
For article, “Use of Limited Partnership to Invest in Depreciable Realty,” see 21 Mercer L. Rev. 481 (1970).
RESEARCH REFERENCES Am. Jur. 2d.59A Am. Jur. 2d, Partnership, § 762 et seq.
ALR.Personal liability to other party to contract of member of firm who, without authority, attempts to bind the firm, 4 A. L. R. 258.
Right of individual partner to exemption in partnership property, 4 A. L. R. 300.
Hierarchy Notes:O. C. G. A. Title 14
O. C. G. A. Title 14, Ch. 9A
