§ 14-9A-20 - Formation
O.C.G.A. 14-9A-20 (2010)
14-9A-20. Formation
(a) Two or more persons desiring to form a limited partnership shall:
(1) Sign and swear to a certificate, which shall state:
(A) The name of the partnership;
(B) The character of the business;
(C) The location of the principal place of business;
(D) The name and place of residence of each member, designating which of the members are general partners and which are limited partners;
(E) The term for which the partnership is to exist, or that it is to exist until terminated by law or according to the termination provisions of the partnership agreement, which provisions shall be set forth in the certificate;
(F) The amount of cash and a description and the agreed value of the other property contributed by each limited partner;
(G) The additional contributions, if any, agreed to be made by each limited partner and the times at which or events upon the happening of which they shall be made;
(H) The time, if agreed upon, when the contribution of each limited partner is to be returned;
(I) The share of the profits or the other compensation by way of income which each limited partner shall receive by reason of his contribution;
(J) The right, if given, of a limited partner to substitute an assignee as contributor in his place and the terms and conditions of the substitution;
(K) The right, if given, of the partners to admit additional limited partners;
(L) The right, if given, of one or more of the limited partners to priority over other limited partners, as to contributions or as to compensation by way of income, and the nature of such priority;
(M) The right, if given, of the remaining general partner or partners to continue the business on the death, retirement, or insanity of a general partner; and
(N) The right, if given, of a limited partner to demand and receive property other than cash in return for his contribution.
(2) File the certificate in the office of the clerk of the superior court of the county in which the principal place of business of the partnership shall be situated, to be recorded by the clerk in a book to be kept for that purpose and open to public inspection. If the partnership shall have places of business situated in different counties, a transcript of the certificate, duly certified by the clerk in whose office it shall be filed and under his official seal, shall be filed and recorded in like manner in the office of the clerk of the superior court in every such county.
(b) A limited partnership is formed if there has been substantial compliance in good faith with the requirements of subsection (a) of this Code section.