A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners, except that without the written consent or ratification of the specific act by all the limited partners, a general partner or all of the general partners have no authority to:
- Do any act in contravention of the certificate required under Code Section 14-9A-20;
- Do any act which would make it impossible to carry on the ordinary business of the partnership;
- Confess a judgment against the partnership;
- Possess partnership property, or assign their rights in specific partnership property, for other than a partnership purpose;
- Admit a person as a general partner, unless the partnership agreement provides otherwise;
- Admit a person as a limited partner, unless the right so to do is given in the certificate;
- Continue the business with partnership property on the death, retirement, or insanity of a general partner, unless the right so to do is given in the certificate.
History. Ga. L. 1952, p. 375, § 9; Code 1981, § 14-9-70; Code 1981, § 14-9A-70 , as redesignated by Ga. L. 1988, p. 1016, § 1.
Law reviews.
For article on the definition of a security in light of the 1973 Georgia Securities Act and the need for maximizing investor protection, see 30 Emory L.J. 73 (1981).