Georgia Partnership Agreement

Georgia partnership agreements are drawn up and executed by partnerships as a means of standardizing their operations and procedures. Additionally, they establish the rights, duties, restrictions, and liability protection (if any) of each partner.

Last updated December 18th, 2024

Georgia partnership agreements are drawn up and executed by partnerships as a means of standardizing their operations and procedures. Additionally, they establish the rights, duties, restrictions, and liability protection (if any) of each partner.

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Georgia Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) Optional: Certificate of Partnership Existence Filed Online ($100.00 +$10.00 Paper Filing). It is strongly recommended to register the name under which the partnership operates Doing Business As (dba)
Limited Partnership (LP) Transmittal Form For LP or LLLP
Certificate of Limited Partnership ($100.00 +$10.00 Paper Filing Fee)
Limited Liability Partnership (LLP) Georgia Statute 14-8-62 ($100.00 +$10.00 Paper Filing Fee)
Submit a certificate of partnership existence (see above) that explicitly declares the partnership’s limited liability status.
Limited Liability Limited Partnership (LLLP) Transmittal Form For LP or LLLP
Certificate of Limited Partnership ($100.00 +$10.00 Paper Filing Fee) Submit LP registration with a statement of limited liability for the partnership

Fiduciary Duty

  • A Partner may not engage in “intentional misconduct” or break the law. [1]
  • Partners must adhere to the partnership agreement especially when a personal benefit from the partnership or its business is offered or received. [2]
  • Fiduciary duties assigned to the partners via the agreement may be “expanded, restricted, or eliminated” so long as it is legal to do so and remains in compliance with the agreement. [3]
  • Partners must act in “good faith reliance on the provisions” in their partnership agreement.[4]

Liability

Partners in a general partnership are considered “jointly and severally liable” for the debts of a partnership.[5]

Partners of a limited liability partnership are not “individually liable” for the partnership’s debts and other obligations; however, they assume the obligations or liabilities placed on them (if any) in their partnership agreement.[6]

Partnerships assume the same liability as the partners for a “wrongful act or omission of any partner” that is conducting business normally according to the partnership agreement and the typical operation of the partnership. [7]

State Definitions (5)

General partner means the person with “all the rights and powers” (as well as liabilities) that a partner in a partnership with no limited partners carries.[8]

Partnership means “two or more persons” whose association with one another is as co-owners of a for-profit business. [9]

A limited partnership is a partnership formed by two or more persons “having as members one or more” general partners and at least one limited partner, where the limited partner remains protected from the partnership’s obligation. [10]

Limited liability partnership means a partnership that is specifically “organized under Chapter 9” and complies with Code section 14-8-63. [11]

Foreign limited liability partnership means any limited liability partnership and any limited liability limited partnership formed under the laws of a jurisdiction other than this state. [12]