§ 14-8-10.1 - Statement of partnership generally - Georgia Statutes

O.C.G.A. 14-8-10.1 (2010)
14-8-10.1. Statement of partnership generally

(a) A statement of partnership in the name of the partnership, signed by all of the partners and witnessed and notarized, may be recorded in the office of the clerk of the superior court of any county and shall be recorded by such clerk in a book to be kept for that purpose and open to public inspection. If the partnership shall desire to file such a statement in more than one county, a transcript of the statement, duly certified by the clerk in whose office it was originally filed, under such clerk's official seal, shall be filed and recorded in like manner in the office of the clerk of the superior court in every such county. As a prerequisite to such filing, the clerk of each such registry may collect a fee in the amount of the fee then allowed for the filing of certificates of limited partnerships.

(b) A statement of partnership shall state:

(1) The name of the partnership;

(2) The location of the principal place of business of the partnership, if any;

(3) The names and places of residence of all of the partners;

(4) The term for which the partnership is to exist, or that it is to exist until terminated by law or according to its provisions;

(5) Any limitations on the authority of one or more partners to act on behalf of the other partners or the partnership, beyond that authority defined in this chapter, which the partnership desires to disclose;

(6) Any authority beyond that defined in this chapter on the part of one or more partners to act on behalf of the other partners or the partnership which the partnership desires to disclose;

(7) Any property (including real property) belonging to the partnership, which the partnership desires to disclose; provided that, with respect to real property, owned by the partnership but not titled in the name of the partnership, at the time the statement (or any amendment thereto disclosing such real property) is filed, the partnership shall also file and record in the deed records of the county wherein such real property lies a deed or deeds conveying such real property to the partnership filing the statement (or amendment). Title to all real property so conveyed shall be deemed to be held in the partnership name from the date of the filing of such statement (or amendment) and deed or deeds in the county wherein such real property lies;

(8) If the partnership or the partnership business has been continued despite the death or withdrawal of any partner by reason of an agreement provided for in Code Section 14-8-31 or 14-8-38, the statement or any amendment thereto may state the name and date of death or withdrawal of such deceased or withdrawing (whether voluntarily or involuntarily, according to the terms of the agreement) partner and that the partnership or the partnership business was continued despite such death or withdrawal because of the existence of such agreement; and

(9) If a new partner has been admitted to the partnership, the statement or any amendment thereto may state the name and date of admission of such new partner.

(c) A statement of partnership may state such other matters as the partnership may desire to disclose.

(d) The information referred to in subsections (b) and (c) of this Code section may be provided in whole or in part by recording a partnership agreement as the statement of partnership.

(e) A statement of partnership may be amended at any time and for any proper purpose the partners may determine by instrument executed and recorded in the same manner as such statement. Such instrument shall set forth:

(1) The name of the partnership;

(2) The date or dates of filing of the statement of partnership and any prior amendments thereto;

(3) The place or places (by reference to book and page) wherein the statement of partnership and any prior amendments thereto are recorded; and

(4) The amendment to the statement of partnership.

(f) It shall be conclusively presumed against the partnership that all facts stated in the statement of partnership are true. Without limiting the generality of the foregoing, it shall be conclusively presumed against the partnership that the persons named as partners in a statement of partnership are members of the partnership named, that they are all of the members of the partnership, that the partners have the authority disclosed by this statement, that there are no limitations on this authority beyond those contained in this chapter other than those disclosed in this statement, that any partner stated to be dead is deceased, that any partner stated to have been admitted as a new partner has been admitted to the partnership, and that any partner stated to have withdrawn has withdrawn from the partnership. The conclusive presumption under this subsection or under subsection (g) of this Code section shall not arise with respect to a statement of partnership if and from the date that there is recorded by anyone claiming to be a partner, or a personal representative, whether executor, administrator, guardian, or conservator, of such partner, an affidavit, sworn to by the person executing it, which shall set forth the name of the partnership, a statement that such person claims to be a member of such partnership, or a personal representative of such member, or a statement that any of the persons named in a previously recorded statement of partnership are not members of such partnership, or a statement that any of the other facts stated in a previously recorded statement of partnership are not true. Said affidavit shall not be effective to the prejudice of a person who is not a partner:

(1) In connection with a transaction involving partnership real property, unless the affidavit was recorded in the county in which the property is located; or

(2) In connection with any other transaction if the affidavit was not recorded in a county in which the statement of partnership was recorded, the person relied on a statement of partnership recorded in such county, and the person had no knowledge or notice of the affidavit.

(g) The existence of the facts described in subsection (f) of this Code section shall be conclusively presumed in favor of the partnership and against a grantee from the partnership, or a person claiming through such grantee, of partnership real property located in a county in which a statement of partnership or a certified copy thereof has been recorded. It shall also be conclusively presumed in favor of the partnership and against such a grantee or person that a partner's authority to act for the partnership is limited as provided in a statement of partnership.