Tenn. Code Ann. § 61-1-303 — TN Code / Title 61 / Chapter 1 / Section 61-1-303
Statement of partnership authority
Status: in_force

(a) A partnership may file a statement of partnership authority, which: (1) Must include: (A) The name of the partnership; (B) The street address of its chief executive office (and a mailing address such as a post office box if the United States postal service does not deliver to the chief executive office) and of one (1) office in this state, if there is one; and (C) The names of the partners authorized to execute an instrument transferring real property held in the name of the partnership; and (2) May state the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter. (b) If a filed statement of partnership authority is executed pursuant to § 61-1-105(c) and states the name of the partnership but does not contain all of the other information required by subsection (a), the statement nevertheless operates with respect to a person not a partner as provided in subsections (c) and (d). (c) Except as otherwise provided in subsection (f), a filed statement of partnership authority supplements the authority of a partner to enter into transactions on behalf of the partnership as follows: (1) Except for transfers of real property, a grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority; (2) A grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a filed statement of partnership authority recorded in the office of the register of deeds in the county where that real property is located is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a filed statement containing a limitation on that authority is not then of record in the office of the register of deeds in the county where that real property is located. The recording in the office of the register of deeds in the county where that real property is located of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority. (d) A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the filed statement containing the limitation on authority is of record in the office for recording transfers of that real property. (e) Except as otherwise provided in subsections (c) and (d) and §§ 61-1-704 and 61-1-805 , a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement. (f) Unless earlier canceled, a filed statement of partnership authority is canceled by operation of law five (5) years after the date on which the statement, or the most recent amendment, was filed with the office of the register of deeds or with the secretary of state, as the case may be. Amended by 2014 Tenn. Acts, ch. 783,s 17, eff. 7/1/2014. Acts 2001, ch. 353; 2002, ch. 563, § 1.
(a) A partnership may file a statement of partnership authority, which: (1) Must include: (A) The name of the partnership; (B) The street address of its chief executive office (and a mailing address such as a post office box if the United States postal service does not deliver to the chief executive office) and of one (1) office in this state, if there is one; and (C) The names of the partners authorized to execute an instrument transferring real property held in the name of the partnership; and (2) May state the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter.
(1) Must include: (A) The name of the partnership; (B) The street address of its chief executive office (and a mailing address such as a post office box if the United States postal service does not deliver to the chief executive office) and of one (1) office in this state, if there is one; and (C) The names of the partners authorized to execute an instrument transferring real property held in the name of the partnership; and
(A) The name of the partnership;
(B) The street address of its chief executive office (and a mailing address such as a post office box if the United States postal service does not deliver to the chief executive office) and of one (1) office in this state, if there is one; and
(C) The names of the partners authorized to execute an instrument transferring real property held in the name of the partnership; and
(2) May state the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter.
(b) If a filed statement of partnership authority is executed pursuant to § 61-1-105(c) and states the name of the partnership but does not contain all of the other information required by subsection (a), the statement nevertheless operates with respect to a person not a partner as provided in subsections (c) and (d).
(c) Except as otherwise provided in subsection (f), a filed statement of partnership authority supplements the authority of a partner to enter into transactions on behalf of the partnership as follows: (1) Except for transfers of real property, a grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority; (2) A grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a filed statement of partnership authority recorded in the office of the register of deeds in the county where that real property is located is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a filed statement containing a limitation on that authority is not then of record in the office of the register of deeds in the county where that real property is located. The recording in the office of the register of deeds in the county where that real property is located of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.
(1) Except for transfers of real property, a grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority;
(2) A grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a filed statement of partnership authority recorded in the office of the register of deeds in the county where that real property is located is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a filed statement containing a limitation on that authority is not then of record in the office of the register of deeds in the county where that real property is located. The recording in the office of the register of deeds in the county where that real property is located of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.
(d) A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the filed statement containing the limitation on authority is of record in the office for recording transfers of that real property.
(e) Except as otherwise provided in subsections (c) and (d) and §§ 61-1-704 and 61-1-805 , a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement.
(f) Unless earlier canceled, a filed statement of partnership authority is canceled by operation of law five (5) years after the date on which the statement, or the most recent amendment, was filed with the office of the register of deeds or with the secretary of state, as the case may be.
Amended by 2014 Tenn. Acts, ch. 783,s 17, eff. 7/1/2014.
Acts 2001, ch. 353; 2002, ch. 563, § 1.
Tenn. Code Ann. § 61-2-202 — TN Code / Title 61 / Chapter 2 / Section 61-2-202
Amendment generally
Status: in_force

(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto with the secretary of state. A certificate of amendment shall set forth: (1) The name of the limited partnership; and (2) The amendment to the certificate. (b) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made, or that any matter described in a certificate of limited partnership has changed, making the certificate false in any material respect, shall promptly amend the certificate. (c) Notwithstanding the requirements of subsection (b), no later than sixty (60) days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed by a general partner: (1) The admission of a new general partner; (2) The withdrawal of a general partner; or (3) A change in the name of the limited partnership or a change in the address of the limited partnership's principal office. (d) A change in the address of the registered office or a change in the name of the registered agent of the limited partnership can be made by filing a certificate of amendment pursuant to this section or by filing a statement of change pursuant to § 61-2-104(b) and (c) . The change must be filed no later than sixty (60) days after the registered office or registered agent changes. (e) A certificate of limited partnership may be amended at any time for any other proper purpose that the general partners may determine. (f) Unless otherwise provided in this chapter or in the certificate of amendment, a certificate of amendment shall be effective at the time of its filing with the secretary of state. (g) If, after the dissolution of a limited partnership, but prior to the filing of a certificate of cancellation as provided in § 61-2-203 : (1) A certificate of limited partnership has been amended to reflect the withdrawal of all general partners of a limited partnership, the certificate of limited partnership shall be amended to set forth the name and the business, residence or mailing address of each person winding up the limited partnership's affairs, each of whom shall execute and file such certificate of amendment, and each of whom shall not be subject to liability as a general partner by reason of such amendment; or (2) A person shown on a certificate of limited partnership as a general partner is not winding up the limited partnership's affairs, the certificate of limited partnership shall be amended to add the name and the business, residence or mailing address of each person winding up the limited partnership's affairs, each of whom shall execute and file such certificate of amendment, and each of whom shall not be subject to liability as a general partner by reason of such amendment. Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 11, 12.
(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto with the secretary of state. A certificate of amendment shall set forth: (1) The name of the limited partnership; and (2) The amendment to the certificate.
(1) The name of the limited partnership; and
(2) The amendment to the certificate.
(b) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made, or that any matter described in a certificate of limited partnership has changed, making the certificate false in any material respect, shall promptly amend the certificate.
(c) Notwithstanding the requirements of subsection (b), no later than sixty (60) days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed by a general partner: (1) The admission of a new general partner; (2) The withdrawal of a general partner; or (3) A change in the name of the limited partnership or a change in the address of the limited partnership's principal office.
(1) The admission of a new general partner;
(2) The withdrawal of a general partner; or
(3) A change in the name of the limited partnership or a change in the address of the limited partnership's principal office.
(d) A change in the address of the registered office or a change in the name of the registered agent of the limited partnership can be made by filing a certificate of amendment pursuant to this section or by filing a statement of change pursuant to § 61-2-104(b) and (c) . The change must be filed no later than sixty (60) days after the registered office or registered agent changes.
(e) A certificate of limited partnership may be amended at any time for any other proper purpose that the general partners may determine.
(f) Unless otherwise provided in this chapter or in the certificate of amendment, a certificate of amendment shall be effective at the time of its filing with the secretary of state.
(g) If, after the dissolution of a limited partnership, but prior to the filing of a certificate of cancellation as provided in § 61-2-203 : (1) A certificate of limited partnership has been amended to reflect the withdrawal of all general partners of a limited partnership, the certificate of limited partnership shall be amended to set forth the name and the business, residence or mailing address of each person winding up the limited partnership's affairs, each of whom shall execute and file such certificate of amendment, and each of whom shall not be subject to liability as a general partner by reason of such amendment; or (2) A person shown on a certificate of limited partnership as a general partner is not winding up the limited partnership's affairs, the certificate of limited partnership shall be amended to add the name and the business, residence or mailing address of each person winding up the limited partnership's affairs, each of whom shall execute and file such certificate of amendment, and each of whom shall not be subject to liability as a general partner by reason of such amendment.
(1) A certificate of limited partnership has been amended to reflect the withdrawal of all general partners of a limited partnership, the certificate of limited partnership shall be amended to set forth the name and the business, residence or mailing address of each person winding up the limited partnership's affairs, each of whom shall execute and file such certificate of amendment, and each of whom shall not be subject to liability as a general partner by reason of such amendment; or
(2) A person shown on a certificate of limited partnership as a general partner is not winding up the limited partnership's affairs, the certificate of limited partnership shall be amended to add the name and the business, residence or mailing address of each person winding up the limited partnership's affairs, each of whom shall execute and file such certificate of amendment, and each of whom shall not be subject to liability as a general partner by reason of such amendment.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 11, 12.
Tenn. Code Ann. § 61-1-201 — TN Code / Title 61 / Chapter 1 / Section 61-1-201
Partnership as entity
Status: in_force

(a) A partnership is an entity distinct from its partners. (b) A limited liability partnership continues to be the same entity that existed before the filing of an application under former § 61-1-143. Acts 2001, ch. 353.
(a) A partnership is an entity distinct from its partners.
(b) A limited liability partnership continues to be the same entity that existed before the filing of an application under former § 61-1-143.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-2-1209 — TN Code / Title 61 / Chapter 2 / Section 61-2-1209
Certificate of existence
Status: in_force

(a) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic limited partnership or a certificate of registration for a foreign limited partnership registered to transact business in this state. (b) A certificate of existence or registration sets forth: (1) The domestic limited partnership's name or the foreign limited partnership's name used in this state; (2) That: (A) The domestic limited partnership is a limited partnership formed under the laws of this state, and the effective date of the filing of its initial certificate of limited partnership; or (B) The foreign limited partnership is a limited partnership registered to transact business in this state; (3) That all fees, taxes and penalties owed to this state have been paid, if: (A) Payment is reflected in the records of the secretary of state or the department of revenue; and (B) Nonpayment affects the existence or registration of the domestic or foreign limited partnership; (4) That: (A) Neither a certificate of cancellation nor a decree of judicial dissolution has been filed for a domestic limited partnership; or (B) A certificate of cancellation has not been filed for a foreign limited partnership; (5) That the certificate of existence or registration is effective as of the date of the issuance of the certificate; and (6) Other facts of record in the office of the secretary of state that may be requested by the applicant. (c) Subject to any qualifications stated in the certificate, a certificate of existence or registration issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign limited partnership has been formed or is registered to transact business in this state, that the domestic limited partnership's certificate of limited partnership has not been cancelled, and that the domestic or foreign limited partnership is in good standing as far as the records of the secretary of state show. Acts 2010, ch. 742, § 12.
(a) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic limited partnership or a certificate of registration for a foreign limited partnership registered to transact business in this state.
(b) A certificate of existence or registration sets forth: (1) The domestic limited partnership's name or the foreign limited partnership's name used in this state; (2) That: (A) The domestic limited partnership is a limited partnership formed under the laws of this state, and the effective date of the filing of its initial certificate of limited partnership; or (B) The foreign limited partnership is a limited partnership registered to transact business in this state; (3) That all fees, taxes and penalties owed to this state have been paid, if: (A) Payment is reflected in the records of the secretary of state or the department of revenue; and (B) Nonpayment affects the existence or registration of the domestic or foreign limited partnership; (4) That: (A) Neither a certificate of cancellation nor a decree of judicial dissolution has been filed for a domestic limited partnership; or (B) A certificate of cancellation has not been filed for a foreign limited partnership; (5) That the certificate of existence or registration is effective as of the date of the issuance of the certificate; and (6) Other facts of record in the office of the secretary of state that may be requested by the applicant.
(1) The domestic limited partnership's name or the foreign limited partnership's name used in this state;
(2) That: (A) The domestic limited partnership is a limited partnership formed under the laws of this state, and the effective date of the filing of its initial certificate of limited partnership; or (B) The foreign limited partnership is a limited partnership registered to transact business in this state;
(A) The domestic limited partnership is a limited partnership formed under the laws of this state, and the effective date of the filing of its initial certificate of limited partnership; or
(B) The foreign limited partnership is a limited partnership registered to transact business in this state;
(3) That all fees, taxes and penalties owed to this state have been paid, if: (A) Payment is reflected in the records of the secretary of state or the department of revenue; and (B) Nonpayment affects the existence or registration of the domestic or foreign limited partnership;
(A) Payment is reflected in the records of the secretary of state or the department of revenue; and
(B) Nonpayment affects the existence or registration of the domestic or foreign limited partnership;
(4) That: (A) Neither a certificate of cancellation nor a decree of judicial dissolution has been filed for a domestic limited partnership; or (B) A certificate of cancellation has not been filed for a foreign limited partnership;
(A) Neither a certificate of cancellation nor a decree of judicial dissolution has been filed for a domestic limited partnership; or
(B) A certificate of cancellation has not been filed for a foreign limited partnership;
(5) That the certificate of existence or registration is effective as of the date of the issuance of the certificate; and
(6) Other facts of record in the office of the secretary of state that may be requested by the applicant.
(c) Subject to any qualifications stated in the certificate, a certificate of existence or registration issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign limited partnership has been formed or is registered to transact business in this state, that the domestic limited partnership's certificate of limited partnership has not been cancelled, and that the domestic or foreign limited partnership is in good standing as far as the records of the secretary of state show.
Acts 2010, ch. 742, § 12.
Tenn. Code Ann. § 61-3-108 — TN Code / Title 61 / Chapter 3 / Section 61-3-108
Dual capacity
Status: in_force

A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-1115 — TN Code / Title 61 / Chapter 3 / Section 61-3-1115
Effect of conversion
Status: in_force

(a) When a conversion becomes effective: (1) The converted entity is: (A) Organized under and subject to the organic law of the converted entity; and (B) The same entity without interruption as the converting entity; (2) All property of the converting entity continues to be vested in the converted entity without transfer, reversion, or impairment; (3) All debts, obligations, and other liabilities of the converting entity continue as debts, obligations, and other liabilities of the converted entity; (4) Except as otherwise provided by law or the plan of conversion, all the rights, privileges, immunities, powers, and purposes of the converting entity remain in the converted entity; (5) The name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding; (6) The certificate of limited partnership of the converted entity becomes effective; (7) The provisions of the partnership agreement of the converted entity that are to be in a record, if any, approved as part of the plan of conversion become effective; and (8) The interests in the converting entity are converted, and the interest holders of the converting entity are entitled only to the rights provided to them under the plan of conversion and to any appraisal rights they have under § 61-3-1103 . (b) Except as otherwise provided in the partnership agreement of a domestic converting limited partnership, the conversion does not give rise to any rights that a partner or third party would have upon a dissolution, liquidation, or winding up of the converting entity. (c) When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and becomes subject to interest holder liability with respect to a domestic entity as a result of the conversion has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that are incurred after the conversion becomes effective. (d) When a conversion becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic converting limited partnership with respect to which the person had interest holder liability is subject to the following: (1) The conversion does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the conversion became effective; (2) The person does not have interest holder liability under this chapter for any debt, obligation, or other liability that is incurred after the conversion becomes effective; (3) This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under subdivision (d)(1) as if the conversion had not occurred; and (4) The person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter or the organic rules of the converting entity with respect to any interest holder liability preserved under subdivision (d)(1) as if the conversion had not occurred. (e) When a conversion becomes effective, a foreign entity that is the converted entity may be served with process in this state for the collection and enforcement of any of its debts, obligations, and other liabilities as provided in § 61-3-119 . (f) If the converting entity is a registered foreign entity, its registration to do business in this state is cancelled when the conversion becomes effective. (g) A conversion does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) When a conversion becomes effective: (1) The converted entity is: (A) Organized under and subject to the organic law of the converted entity; and (B) The same entity without interruption as the converting entity; (2) All property of the converting entity continues to be vested in the converted entity without transfer, reversion, or impairment; (3) All debts, obligations, and other liabilities of the converting entity continue as debts, obligations, and other liabilities of the converted entity; (4) Except as otherwise provided by law or the plan of conversion, all the rights, privileges, immunities, powers, and purposes of the converting entity remain in the converted entity; (5) The name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding; (6) The certificate of limited partnership of the converted entity becomes effective; (7) The provisions of the partnership agreement of the converted entity that are to be in a record, if any, approved as part of the plan of conversion become effective; and (8) The interests in the converting entity are converted, and the interest holders of the converting entity are entitled only to the rights provided to them under the plan of conversion and to any appraisal rights they have under § 61-3-1103 .
(1) The converted entity is: (A) Organized under and subject to the organic law of the converted entity; and (B) The same entity without interruption as the converting entity;
(A) Organized under and subject to the organic law of the converted entity; and
(B) The same entity without interruption as the converting entity;
(2) All property of the converting entity continues to be vested in the converted entity without transfer, reversion, or impairment;
(3) All debts, obligations, and other liabilities of the converting entity continue as debts, obligations, and other liabilities of the converted entity;
(4) Except as otherwise provided by law or the plan of conversion, all the rights, privileges, immunities, powers, and purposes of the converting entity remain in the converted entity;
(5) The name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding;
(6) The certificate of limited partnership of the converted entity becomes effective;
(7) The provisions of the partnership agreement of the converted entity that are to be in a record, if any, approved as part of the plan of conversion become effective; and
(8) The interests in the converting entity are converted, and the interest holders of the converting entity are entitled only to the rights provided to them under the plan of conversion and to any appraisal rights they have under § 61-3-1103 .
(b) Except as otherwise provided in the partnership agreement of a domestic converting limited partnership, the conversion does not give rise to any rights that a partner or third party would have upon a dissolution, liquidation, or winding up of the converting entity.
(c) When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and becomes subject to interest holder liability with respect to a domestic entity as a result of the conversion has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that are incurred after the conversion becomes effective.
(d) When a conversion becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic converting limited partnership with respect to which the person had interest holder liability is subject to the following: (1) The conversion does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the conversion became effective; (2) The person does not have interest holder liability under this chapter for any debt, obligation, or other liability that is incurred after the conversion becomes effective; (3) This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under subdivision (d)(1) as if the conversion had not occurred; and (4) The person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter or the organic rules of the converting entity with respect to any interest holder liability preserved under subdivision (d)(1) as if the conversion had not occurred.
(1) The conversion does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the conversion became effective;
(2) The person does not have interest holder liability under this chapter for any debt, obligation, or other liability that is incurred after the conversion becomes effective;
(3) This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under subdivision (d)(1) as if the conversion had not occurred; and
(4) The person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter or the organic rules of the converting entity with respect to any interest holder liability preserved under subdivision (d)(1) as if the conversion had not occurred.
(e) When a conversion becomes effective, a foreign entity that is the converted entity may be served with process in this state for the collection and enforcement of any of its debts, obligations, and other liabilities as provided in § 61-3-119 .
(f) If the converting entity is a registered foreign entity, its registration to do business in this state is cancelled when the conversion becomes effective.
(g) A conversion does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-303 — TN Code / Title 61 / Chapter 2 / Section 61-2-303
Person believed to be limited partner
Status: in_force

(a) Except as provided in subsection (b), a person who makes a contribution to a partnership and erroneously but in good faith believes that he has become a limited partner in the partnership is not a general partner in the partnership and is not bound by its obligations by reason of making the contribution, receiving distributions from the partnership or exercising any rights of a limited partner, if, within a reasonable time after ascertaining the mistake: (1) In the case of a person who wishes to be a limited partner, he causes, if applicable, a certificate of amendment withdrawing him as a general partner to be executed and filed with the office of the secretary of state and has his interest as a limited partner properly recorded, in the limited partnership's records as required by law and the partnership agreement; (2) In the case of a person who wishes to withdraw from the partnership, he takes such action as may be necessary to withdraw. (b) A person who makes a contribution under the circumstances described in subsection (a) is liable as a general partner to any third party who transacts business with the partnership prior to the occurrence of either of the events referred to in subsection (a): (1) If such person knew or should have known either that no certificate has been filed or that the certificate inaccurately refers to him as a general partner; and (2) If the third party actually believed in good faith that such person was a general partner at the time of the transaction, acted in reasonable reliance on such belief and extended credit to the partnership in reasonable reliance on the credit of such person. Acts 1988, ch. 922, § 1; 1989, ch. 270, § 38.
(a) Except as provided in subsection (b), a person who makes a contribution to a partnership and erroneously but in good faith believes that he has become a limited partner in the partnership is not a general partner in the partnership and is not bound by its obligations by reason of making the contribution, receiving distributions from the partnership or exercising any rights of a limited partner, if, within a reasonable time after ascertaining the mistake: (1) In the case of a person who wishes to be a limited partner, he causes, if applicable, a certificate of amendment withdrawing him as a general partner to be executed and filed with the office of the secretary of state and has his interest as a limited partner properly recorded, in the limited partnership's records as required by law and the partnership agreement; (2) In the case of a person who wishes to withdraw from the partnership, he takes such action as may be necessary to withdraw.
(1) In the case of a person who wishes to be a limited partner, he causes, if applicable, a certificate of amendment withdrawing him as a general partner to be executed and filed with the office of the secretary of state and has his interest as a limited partner properly recorded, in the limited partnership's records as required by law and the partnership agreement;
(2) In the case of a person who wishes to withdraw from the partnership, he takes such action as may be necessary to withdraw.
(b) A person who makes a contribution under the circumstances described in subsection (a) is liable as a general partner to any third party who transacts business with the partnership prior to the occurrence of either of the events referred to in subsection (a): (1) If such person knew or should have known either that no certificate has been filed or that the certificate inaccurately refers to him as a general partner; and (2) If the third party actually believed in good faith that such person was a general partner at the time of the transaction, acted in reasonable reliance on such belief and extended credit to the partnership in reasonable reliance on the credit of such person.
(1) If such person knew or should have known either that no certificate has been filed or that the certificate inaccurately refers to him as a general partner; and
(2) If the third party actually believed in good faith that such person was a general partner at the time of the transaction, acted in reasonable reliance on such belief and extended credit to the partnership in reasonable reliance on the credit of such person.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 38.
Tenn. Code Ann. § 61-2-806 — TN Code / Title 61 / Chapter 2 / Section 61-2-806
Unknown claims against dissolved limited partnership - Notice - Limitations
Status: in_force

(a) A dissolved limited partnership may also publish notice of its dissolution and request that persons with claims against the limited partnership present them in accordance with the notice. (b) The notice must: (1) Be published one (1) time in a newspaper of general circulation in the county where the dissolved limited partnership's principal office (or, if none in this state, its registered office) is or was last located; (2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (3) State that a claim against the limited partnership will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice. (c) If the dissolved limited partnership publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited partnership within two (2) years after the publication date of the newspaper notice: (1) A claimant who did not receive written notice under § 61-2-805 ; (2) A claimant whose claim was timely sent to the dissolved limited partnership but not acted on; (3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. (d) A claim may be enforced under this section: (1) Against the dissolved limited partnership, to the extent of its undistributed assets; or (2) If the assets have been distributed in liquidation, against a limited partner of the dissolved limited partnership to the extent of his pro rata share of the claim or the limited partnership assets distributed to him in liquidation, whichever is less, but a limited partner's total liability for all claims under this section may not exceed the total amount of assets distributed to him. Acts 1989, ch. 270, § 71.
(a) A dissolved limited partnership may also publish notice of its dissolution and request that persons with claims against the limited partnership present them in accordance with the notice.
(b) The notice must: (1) Be published one (1) time in a newspaper of general circulation in the county where the dissolved limited partnership's principal office (or, if none in this state, its registered office) is or was last located; (2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (3) State that a claim against the limited partnership will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice.
(1) Be published one (1) time in a newspaper of general circulation in the county where the dissolved limited partnership's principal office (or, if none in this state, its registered office) is or was last located;
(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(3) State that a claim against the limited partnership will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice.
(c) If the dissolved limited partnership publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited partnership within two (2) years after the publication date of the newspaper notice: (1) A claimant who did not receive written notice under § 61-2-805 ; (2) A claimant whose claim was timely sent to the dissolved limited partnership but not acted on; (3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(1) A claimant who did not receive written notice under § 61-2-805 ;
(2) A claimant whose claim was timely sent to the dissolved limited partnership but not acted on;
(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim may be enforced under this section: (1) Against the dissolved limited partnership, to the extent of its undistributed assets; or (2) If the assets have been distributed in liquidation, against a limited partner of the dissolved limited partnership to the extent of his pro rata share of the claim or the limited partnership assets distributed to him in liquidation, whichever is less, but a limited partner's total liability for all claims under this section may not exceed the total amount of assets distributed to him.
(1) Against the dissolved limited partnership, to the extent of its undistributed assets; or
(2) If the assets have been distributed in liquidation, against a limited partner of the dissolved limited partnership to the extent of his pro rata share of the claim or the limited partnership assets distributed to him in liquidation, whichever is less, but a limited partner's total liability for all claims under this section may not exceed the total amount of assets distributed to him.
Acts 1989, ch. 270, § 71.
Tenn. Code Ann. § 61-3-1010 — TN Code / Title 61 / Chapter 3 / Section 61-3-1010
Reinstatement of foreign limited partnership
Status: in_force

(a) If the registration of a foreign limited partnership is administratively revoked pursuant to § 61-3-1009 , the partnership may apply to the secretary of state for reinstatement following the administrative revocation. The application must: (1) State the name of the foreign limited partnership at the time of the revocation of the foreign limited partnership's registration; (2) State a name for the limited partnership that satisfies § 61-3-112 ; and (3) State that the grounds for revocation of the foreign limited partnership's registration did not exist or have been eliminated. (b) If the secretary of state determines that the application is accompanied by a confirmation of good standing with the department of revenue and contains the information required by subsection (a), and that the information is correct, then the secretary of state must cancel the certificate of revocation and prepare a certificate of reinstatement that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the foreign limited partnership. Service of the copy may be made by first class mail. (c) If the foreign limited partnership name in subdivision (a)(1) is different than the foreign limited partnership name in subdivision (a)(2), the application for reinstatement must constitute an amendment to the registration insofar as it pertains to the foreign limited partnership's name. (d) When reinstatement is effective, reinstatement relates back to and takes effect as of the effective date of the administrative dissolution, and the foreign limited partnership resumes carrying on its business as if the administrative dissolution had never occurred. Amended by 2018 Tenn. Acts, ch. 575, Secs.s 19, s 20 eff. 3/16/2018. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
(a) If the registration of a foreign limited partnership is administratively revoked pursuant to § 61-3-1009 , the partnership may apply to the secretary of state for reinstatement following the administrative revocation. The application must: (1) State the name of the foreign limited partnership at the time of the revocation of the foreign limited partnership's registration; (2) State a name for the limited partnership that satisfies § 61-3-112 ; and (3) State that the grounds for revocation of the foreign limited partnership's registration did not exist or have been eliminated.
(1) State the name of the foreign limited partnership at the time of the revocation of the foreign limited partnership's registration;
(2) State a name for the limited partnership that satisfies § 61-3-112 ; and
(3) State that the grounds for revocation of the foreign limited partnership's registration did not exist or have been eliminated.
(b) If the secretary of state determines that the application is accompanied by a confirmation of good standing with the department of revenue and contains the information required by subsection (a), and that the information is correct, then the secretary of state must cancel the certificate of revocation and prepare a certificate of reinstatement that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the foreign limited partnership. Service of the copy may be made by first class mail.
(c) If the foreign limited partnership name in subdivision (a)(1) is different than the foreign limited partnership name in subdivision (a)(2), the application for reinstatement must constitute an amendment to the registration insofar as it pertains to the foreign limited partnership's name.
(d) When reinstatement is effective, reinstatement relates back to and takes effect as of the effective date of the administrative dissolution, and the foreign limited partnership resumes carrying on its business as if the administrative dissolution had never occurred.
Amended by 2018 Tenn. Acts, ch. 575, Secs.s 19, s 20 eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-405 — TN Code / Title 61 / Chapter 2 / Section 61-2-405
Discharge of duties - Liability
Status: in_force

(a) A general partner shall discharge his duties as a partner, including his duties as a member of a committee: (1) In good faith; (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) In a manner he reasonably believes to be in the best interest of the partnership. (b) In discharging his duties, a general partner is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (1) One (1) or more officers or employees of the partnership whom the general partner reasonably believes to be reliable and competent in the matters presented; (2) Legal counsel, public accountants or other persons as to matters the general partner reasonably believes are within the person's professional or expert competence; or (3) A committee of the partners of which he is not a member, if the general partner reasonably believes the committee merits confidence. (c) The general partner is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted. (d) A general partner is not liable for any action taken as a partner, or any failure to take any action, if he performed the duties of his office in compliance with this section. Acts 1988, ch. 922, § 1.
(a) A general partner shall discharge his duties as a partner, including his duties as a member of a committee: (1) In good faith; (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) In a manner he reasonably believes to be in the best interest of the partnership.
(1) In good faith;
(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3) In a manner he reasonably believes to be in the best interest of the partnership.
(b) In discharging his duties, a general partner is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (1) One (1) or more officers or employees of the partnership whom the general partner reasonably believes to be reliable and competent in the matters presented; (2) Legal counsel, public accountants or other persons as to matters the general partner reasonably believes are within the person's professional or expert competence; or (3) A committee of the partners of which he is not a member, if the general partner reasonably believes the committee merits confidence.
(1) One (1) or more officers or employees of the partnership whom the general partner reasonably believes to be reliable and competent in the matters presented;
(2) Legal counsel, public accountants or other persons as to matters the general partner reasonably believes are within the person's professional or expert competence; or
(3) A committee of the partners of which he is not a member, if the general partner reasonably believes the committee merits confidence.
(c) The general partner is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.
(d) A general partner is not liable for any action taken as a partner, or any failure to take any action, if he performed the duties of his office in compliance with this section.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-3-804 — TN Code / Title 61 / Chapter 3 / Section 61-3-804
Power to bind partnership after dissolution
Status: in_force

(a) A limited partnership is bound by a general partner's act after dissolution that: (1) Is appropriate for winding up the limited partnership's activities and affairs; or (2) Would have bound the partnership under § 61-3-402 before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution. (b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if: (1) At the time the other party enters into the transaction: (A) Less than one (1) year has passed since the dissociation; and (B) The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner; and (2) The act: (A) Is appropriate for winding up the limited partnership's activities and affairs; or (B) Would have bound the limited partnership under § 61-3-402 before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A limited partnership is bound by a general partner's act after dissolution that: (1) Is appropriate for winding up the limited partnership's activities and affairs; or (2) Would have bound the partnership under § 61-3-402 before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.
(1) Is appropriate for winding up the limited partnership's activities and affairs; or
(2) Would have bound the partnership under § 61-3-402 before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.
(b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if: (1) At the time the other party enters into the transaction: (A) Less than one (1) year has passed since the dissociation; and (B) The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner; and (2) The act: (A) Is appropriate for winding up the limited partnership's activities and affairs; or (B) Would have bound the limited partnership under § 61-3-402 before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.
(1) At the time the other party enters into the transaction: (A) Less than one (1) year has passed since the dissociation; and (B) The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner; and
(A) Less than one (1) year has passed since the dissociation; and
(B) The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner; and
(2) The act: (A) Is appropriate for winding up the limited partnership's activities and affairs; or (B) Would have bound the limited partnership under § 61-3-402 before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.
(A) Is appropriate for winding up the limited partnership's activities and affairs; or
(B) Would have bound the limited partnership under § 61-3-402 before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-302 — TN Code / Title 61 / Chapter 1 / Section 61-1-302
Transfer of partnership property
Status: in_force

(a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of partnership authority under § 61-1-303 , partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name; (2) Partnership property held in the name of one (1) or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held; (3) Partnership property held in the name of one (1) or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held. (b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under § 61-1-301 and: (1) As to subsequent transferee who gave value for property transferred under subsection (a)(1) and (2), proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or (2) As to a transferee who gave value for property transferred under subsection (a)(3), proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership. (c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b), from any earlier transferee of the property. (d) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document. Acts 2001, ch. 353.
(a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of partnership authority under § 61-1-303 , partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name; (2) Partnership property held in the name of one (1) or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held; (3) Partnership property held in the name of one (1) or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(1) Subject to the effect of a statement of partnership authority under § 61-1-303 , partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name;
(2) Partnership property held in the name of one (1) or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held;
(3) Partnership property held in the name of one (1) or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under § 61-1-301 and: (1) As to subsequent transferee who gave value for property transferred under subsection (a)(1) and (2), proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or (2) As to a transferee who gave value for property transferred under subsection (a)(3), proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(1) As to subsequent transferee who gave value for property transferred under subsection (a)(1) and (2), proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or
(2) As to a transferee who gave value for property transferred under subsection (a)(3), proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b), from any earlier transferee of the property.
(d) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-1-703 — TN Code / Title 61 / Chapter 1 / Section 61-1-703
Dissociated partner's liability to other persons
Status: in_force

(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b). (b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under part 9 of this chapter, within one year after the partner's dissociation, only if the obligation is one for which such dissociated partner would be liable under § 61-1-306 if such dissociated partner had not dissociated and at the time of entering into the transaction the other party: (1) Reasonably believed that the dissociated partner was then a partner; (2) Did not have notice of the partner's dissociation; and (3) Is not deemed to have had knowledge under § 61-1-303(d) or notice under § 61-1-704(c) . (c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation. (d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation. Acts 2001, ch. 353.
(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b).
(b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under part 9 of this chapter, within one year after the partner's dissociation, only if the obligation is one for which such dissociated partner would be liable under § 61-1-306 if such dissociated partner had not dissociated and at the time of entering into the transaction the other party: (1) Reasonably believed that the dissociated partner was then a partner; (2) Did not have notice of the partner's dissociation; and (3) Is not deemed to have had knowledge under § 61-1-303(d) or notice under § 61-1-704(c) .
(1) Reasonably believed that the dissociated partner was then a partner;
(2) Did not have notice of the partner's dissociation; and
(3) Is not deemed to have had knowledge under § 61-1-303(d) or notice under § 61-1-704(c) .
(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
(d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-210 — TN Code / Title 61 / Chapter 3 / Section 61-3-210
Certificate of existence or registration
Status: in_force

(a) On request of any person, the secretary of state must issue a certificate of existence for a limited partnership or a certificate of registration for a registered foreign limited partnership. (b) A certificate under subsection (a) must state: (1) The limited partnership's name or the registered foreign limited partnership's name used in this state; (2) In the case of a limited partnership: (A) That a certificate of limited partnership has been filed and has taken effect; (B) The date the certificate became effective; (C) The period of the partnership's duration if the records of the secretary of state reflect that its period of duration is less than perpetual; and (D) That: (i) No statement of administrative dissolution, or statement of termination has been filed; and (ii) The records of the secretary of state do not otherwise reflect that the partnership has been dissolved or terminated; (3) In the case of a registered foreign limited partnership, that the registered foreign limited partnership is registered to do business in this state; (4) That all fees, taxes, interest, and penalties owed to this state by the limited partnership or the foreign limited partnership have been paid, if: (A) Payment is reflected in the records of the secretary of state; and (B) Nonpayment affects the existence or registration of the limited partnership or foreign limited partnership; and (5) Other facts reflected in the records of the secretary of state pertaining to the limited partnership or foreign limited partnership that the person requesting the certificate reasonably requests. (c) Subject to any qualification stated in the certificate, a certificate issued by the secretary of state under subsection (a) may be relied on as conclusive evidence of the facts stated in the certificate. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) On request of any person, the secretary of state must issue a certificate of existence for a limited partnership or a certificate of registration for a registered foreign limited partnership.
(b) A certificate under subsection (a) must state: (1) The limited partnership's name or the registered foreign limited partnership's name used in this state; (2) In the case of a limited partnership: (A) That a certificate of limited partnership has been filed and has taken effect; (B) The date the certificate became effective; (C) The period of the partnership's duration if the records of the secretary of state reflect that its period of duration is less than perpetual; and (D) That: (i) No statement of administrative dissolution, or statement of termination has been filed; and (ii) The records of the secretary of state do not otherwise reflect that the partnership has been dissolved or terminated; (3) In the case of a registered foreign limited partnership, that the registered foreign limited partnership is registered to do business in this state; (4) That all fees, taxes, interest, and penalties owed to this state by the limited partnership or the foreign limited partnership have been paid, if: (A) Payment is reflected in the records of the secretary of state; and (B) Nonpayment affects the existence or registration of the limited partnership or foreign limited partnership; and (5) Other facts reflected in the records of the secretary of state pertaining to the limited partnership or foreign limited partnership that the person requesting the certificate reasonably requests.
(1) The limited partnership's name or the registered foreign limited partnership's name used in this state;
(2) In the case of a limited partnership: (A) That a certificate of limited partnership has been filed and has taken effect; (B) The date the certificate became effective; (C) The period of the partnership's duration if the records of the secretary of state reflect that its period of duration is less than perpetual; and (D) That: (i) No statement of administrative dissolution, or statement of termination has been filed; and (ii) The records of the secretary of state do not otherwise reflect that the partnership has been dissolved or terminated;
(A) That a certificate of limited partnership has been filed and has taken effect;
(B) The date the certificate became effective;
(C) The period of the partnership's duration if the records of the secretary of state reflect that its period of duration is less than perpetual; and
(D) That: (i) No statement of administrative dissolution, or statement of termination has been filed; and (ii) The records of the secretary of state do not otherwise reflect that the partnership has been dissolved or terminated;
(i) No statement of administrative dissolution, or statement of termination has been filed; and
(ii) The records of the secretary of state do not otherwise reflect that the partnership has been dissolved or terminated;
(3) In the case of a registered foreign limited partnership, that the registered foreign limited partnership is registered to do business in this state;
(4) That all fees, taxes, interest, and penalties owed to this state by the limited partnership or the foreign limited partnership have been paid, if: (A) Payment is reflected in the records of the secretary of state; and (B) Nonpayment affects the existence or registration of the limited partnership or foreign limited partnership; and
(A) Payment is reflected in the records of the secretary of state; and
(B) Nonpayment affects the existence or registration of the limited partnership or foreign limited partnership; and
(5) Other facts reflected in the records of the secretary of state pertaining to the limited partnership or foreign limited partnership that the person requesting the certificate reasonably requests.
(c) Subject to any qualification stated in the certificate, a certificate issued by the secretary of state under subsection (a) may be relied on as conclusive evidence of the facts stated in the certificate.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-701 — TN Code / Title 61 / Chapter 3 / Section 61-3-701
Nature of transferable interest
Status: in_force

A transferable interest is personal property. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
A transferable interest is personal property.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-203 — TN Code / Title 61 / Chapter 1 / Section 61-1-203
Partnership property
Status: in_force

Property transferred to or otherwise acquired by a partnership is property of the partnership and not of the partners individually. Acts 2001, ch. 353.
Property transferred to or otherwise acquired by a partnership is property of the partnership and not of the partners individually.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-2-401 — TN Code / Title 61 / Chapter 2 / Section 61-2-401
Additional partners
Status: in_force

After the filing of a limited partnership's initial certificate of limited partnership, unless otherwise provided in the partnership agreement, additional general partners may be admitted only with the approval of all partners. Acts 1988, ch. 922, § 1; 1989, ch. 270, § 41.
After the filing of a limited partnership's initial certificate of limited partnership, unless otherwise provided in the partnership agreement, additional general partners may be admitted only with the approval of all partners.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 41.
Tenn. Code Ann. § 61-3-703 — TN Code / Title 61 / Chapter 3 / Section 61-3-703
Charging order
Status: in_force

(a) On application by a judgment creditor of a partner or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor's transferable interest and requires the limited partnership to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor. (b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a), the court may: (1) Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and (2) Make all other orders necessary to give effect to the charging order. (c) The partner or transferee whose transferable interest is subject to a charging order under subsection (a) may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order. (d) This chapter does not deprive any partner or transferee of the benefit of any exemption law applicable to the transferable interest of the partner or transferee. (e) This section provides the exclusive remedy by which a person, other than the partnership itself, seeking in the capacity of a judgment creditor to enforce a judgment against a partner or transferee may satisfy the judgment from the judgment debtor's transferable interest. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) On application by a judgment creditor of a partner or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor's transferable interest and requires the limited partnership to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor.
(b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a), the court may: (1) Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and (2) Make all other orders necessary to give effect to the charging order.
(1) Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and
(2) Make all other orders necessary to give effect to the charging order.
(c) The partner or transferee whose transferable interest is subject to a charging order under subsection (a) may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.
(d) This chapter does not deprive any partner or transferee of the benefit of any exemption law applicable to the transferable interest of the partner or transferee.
(e) This section provides the exclusive remedy by which a person, other than the partnership itself, seeking in the capacity of a judgment creditor to enforce a judgment against a partner or transferee may satisfy the judgment from the judgment debtor's transferable interest.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-304 — TN Code / Title 61 / Chapter 3 / Section 61-3-304
Rights to information of limited partner and person dissociated as limited partner
Status: in_force

(a) On ten-days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership's principal office. The limited partner need not have any particular purpose for seeking the information. (b) During regular business hours and at a reasonable location specified by the limited partnership, a limited partner may inspect and copy information regarding the activities, affairs, financial condition, and other circumstances of the limited partnership as is just and reasonable if: (1) The limited partner seeks the information for a purpose reasonably related to the partner's interest as a limited partner; (2) The limited partner makes a demand in a record received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information; and (3) The information sought is directly connected to the limited partner's purpose. (c) Not later than ten (10) days after receiving a demand pursuant to subsection (b), the limited partnership shall inform in a record the limited partner that made the demand of: (1) What information the partnership will provide in response to the demand, and when and where the partnership will provide the information; and (2) The partnership's reasons for declining, if the partnership declines to provide any demanded information. (d) Whenever this chapter or a partnership agreement provides for a limited partner to vote on or give or withhold consent to a matter, before the vote is cast or consent is given or withheld, the limited partnership shall, without demand, provide the limited partner with all information that is known to the partnership and is material to the limited partner's decision. (e) Subject to subsection (j), on ten-days' demand made in a record received by a limited partnership, a person dissociated as a limited partner may have access to information to which the person was entitled while a limited partner if: (1) The information pertains to the period during which the person was a limited partner; (2) The person seeks the information in good faith; and (3) The person satisfies the requirements imposed on a limited partner by subsection (b). (f) A limited partnership shall respond to a demand made pursuant to subsection (e) in the manner provided in subsection (c). (g) A limited partnership may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material. (h) A limited partner or person dissociated as a limited partner may exercise the rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the partnership agreement or under subsection (j) applies both to the agent or legal representative and to the limited partner or person dissociated as a limited partner. (i) Subject to § 61-3-704 , the rights under this section do not extend to a person as transferee. (j) In addition to any restriction or condition stated in its partnership agreement, a limited partnership, as a matter within the ordinary course of its activities and affairs, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection (j), the partnership has the burden of proving reasonableness. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) On ten-days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership's principal office. The limited partner need not have any particular purpose for seeking the information.
(b) During regular business hours and at a reasonable location specified by the limited partnership, a limited partner may inspect and copy information regarding the activities, affairs, financial condition, and other circumstances of the limited partnership as is just and reasonable if: (1) The limited partner seeks the information for a purpose reasonably related to the partner's interest as a limited partner; (2) The limited partner makes a demand in a record received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information; and (3) The information sought is directly connected to the limited partner's purpose.
(1) The limited partner seeks the information for a purpose reasonably related to the partner's interest as a limited partner;
(2) The limited partner makes a demand in a record received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information; and
(3) The information sought is directly connected to the limited partner's purpose.
(c) Not later than ten (10) days after receiving a demand pursuant to subsection (b), the limited partnership shall inform in a record the limited partner that made the demand of: (1) What information the partnership will provide in response to the demand, and when and where the partnership will provide the information; and (2) The partnership's reasons for declining, if the partnership declines to provide any demanded information.
(1) What information the partnership will provide in response to the demand, and when and where the partnership will provide the information; and
(2) The partnership's reasons for declining, if the partnership declines to provide any demanded information.
(d) Whenever this chapter or a partnership agreement provides for a limited partner to vote on or give or withhold consent to a matter, before the vote is cast or consent is given or withheld, the limited partnership shall, without demand, provide the limited partner with all information that is known to the partnership and is material to the limited partner's decision.
(e) Subject to subsection (j), on ten-days' demand made in a record received by a limited partnership, a person dissociated as a limited partner may have access to information to which the person was entitled while a limited partner if: (1) The information pertains to the period during which the person was a limited partner; (2) The person seeks the information in good faith; and (3) The person satisfies the requirements imposed on a limited partner by subsection (b).
(1) The information pertains to the period during which the person was a limited partner;
(2) The person seeks the information in good faith; and
(3) The person satisfies the requirements imposed on a limited partner by subsection (b).
(f) A limited partnership shall respond to a demand made pursuant to subsection (e) in the manner provided in subsection (c).
(g) A limited partnership may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material.
(h) A limited partner or person dissociated as a limited partner may exercise the rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the partnership agreement or under subsection (j) applies both to the agent or legal representative and to the limited partner or person dissociated as a limited partner.
(i) Subject to § 61-3-704 , the rights under this section do not extend to a person as transferee.
(j) In addition to any restriction or condition stated in its partnership agreement, a limited partnership, as a matter within the ordinary course of its activities and affairs, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection (j), the partnership has the burden of proving reasonableness.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-105 — TN Code / Title 61 / Chapter 1 / Section 61-1-105
Execution, filing, and recording of statements
Status: in_force

(a) A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state in the manner and form prescribed by the secretary of state. Either filing has the effect provided in this chapter with respect to partnership property located, or transactions that occur, in this state. (b) A certified copy of a statement that has been filed in the office of the secretary of state and recorded in the office of the register of deeds has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the office of the secretary of state does not have the effect provided for recorded statements in this chapter. (c) A statement filed by a partnership must be executed by at least two (2) partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate. (d) A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation. (e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner. Amended by 2020 Tenn. Acts, ch. 719, s 24, eff. 6/22/2020. Acts 2001, ch. 353.
(a) A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state in the manner and form prescribed by the secretary of state. Either filing has the effect provided in this chapter with respect to partnership property located, or transactions that occur, in this state.
(b) A certified copy of a statement that has been filed in the office of the secretary of state and recorded in the office of the register of deeds has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the office of the secretary of state does not have the effect provided for recorded statements in this chapter.
(c) A statement filed by a partnership must be executed by at least two (2) partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate.
(d) A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.
(e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
Amended by 2020 Tenn. Acts, ch. 719, s 24, eff. 6/22/2020.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-1114 — TN Code / Title 61 / Chapter 3 / Section 61-3-1114
Articles of conversion - Effective date of conversion
Status: in_force

(a) Articles of conversion must be signed by the converting entity and delivered to the secretary of state for filing. (b) Articles of conversion must contain: (1) The name, jurisdiction of formation, and type of entity of the converting entity; (2) The name, jurisdiction of formation, and type of entity of the converted entity; (3) If the converting entity is a domestic limited partnership, a statement that the plan of conversion was approved in accordance with §§ 61-3-1112 - 61-3-1115 or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign entity in accordance with the law of its jurisdiction of formation; (4) If the converted entity is a domestic filing entity, its public organic record, as an attachment; and (5) If the converted entity is a domestic limited liability partnership, its application for registration, as an attachment. (c) In addition to the requirements of subsection (b), articles of conversion may contain any other provision not prohibited by law. (d) If the converted entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed. (e) If the converted entity is a domestic limited partnership, the conversion becomes effective when articles of conversion are effective. In all other cases, the conversion becomes effective on the later of: (1) The date and time provided by the organic law of the converted entity; and (2) When the articles are effective. Amended by 2018 Tenn. Acts, ch. 575, Secs.s 31, s 32, s 33 eff. 3/16/2018. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
(a) Articles of conversion must be signed by the converting entity and delivered to the secretary of state for filing.
(b) Articles of conversion must contain: (1) The name, jurisdiction of formation, and type of entity of the converting entity; (2) The name, jurisdiction of formation, and type of entity of the converted entity; (3) If the converting entity is a domestic limited partnership, a statement that the plan of conversion was approved in accordance with §§ 61-3-1112 - 61-3-1115 or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign entity in accordance with the law of its jurisdiction of formation; (4) If the converted entity is a domestic filing entity, its public organic record, as an attachment; and (5) If the converted entity is a domestic limited liability partnership, its application for registration, as an attachment.
(1) The name, jurisdiction of formation, and type of entity of the converting entity;
(2) The name, jurisdiction of formation, and type of entity of the converted entity;
(3) If the converting entity is a domestic limited partnership, a statement that the plan of conversion was approved in accordance with §§ 61-3-1112 - 61-3-1115 or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign entity in accordance with the law of its jurisdiction of formation;
(4) If the converted entity is a domestic filing entity, its public organic record, as an attachment; and
(5) If the converted entity is a domestic limited liability partnership, its application for registration, as an attachment.
(c) In addition to the requirements of subsection (b), articles of conversion may contain any other provision not prohibited by law.
(d) If the converted entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed.
(e) If the converted entity is a domestic limited partnership, the conversion becomes effective when articles of conversion are effective. In all other cases, the conversion becomes effective on the later of: (1) The date and time provided by the organic law of the converted entity; and (2) When the articles are effective.
(1) The date and time provided by the organic law of the converted entity; and
(2) When the articles are effective.
Amended by 2018 Tenn. Acts, ch. 575, Secs.s 31, s 32, s 33 eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-1103 — TN Code / Title 61 / Chapter 3 / Section 61-3-1103
Appraisal rights
Status: in_force

An interest holder of a domestic merging or converting limited partnership is entitled to contractual appraisal rights in connection with a transaction under this part only to the extent provided in: (1) The partnership agreement; or (2) The plan. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
An interest holder of a domestic merging or converting limited partnership is entitled to contractual appraisal rights in connection with a transaction under this part only to the extent provided in:
(1) The partnership agreement; or
(2) The plan.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-1205 — TN Code / Title 61 / Chapter 1 / Section 61-1-1205
Repeals
Status: in_force

Effective January 1, 2002, the following acts and parts of acts are repealed: §§ 61-1-101 through and including 61-1-142 of the Uniform Partnership Act as enacted in this state, as amended and in effect immediately before January 1, 2002. Acts 2001, ch. 353.
Effective January 1, 2002, the following acts and parts of acts are repealed: §§ 61-1-101 through and including 61-1-142 of the Uniform Partnership Act as enacted in this state, as amended and in effect immediately before January 1, 2002.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-301 — TN Code / Title 61 / Chapter 3 / Section 61-3-301
Becoming limited partner
Status: in_force

(a) Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners. (b) After formation, a person becomes a limited partner: (1) As provided in the partnership agreement; (2) As the result of a transaction effective under part 11 of this chapter; (3) With the affirmative vote or consent of all the partners; or (4) As provided in § 61-3-801(a)(4) or (a)(5) . (c) A person may become a limited partner without: (1) Acquiring a transferable interest; or (2) Making or being obligated to make a contribution to the limited partnership. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners.
(b) After formation, a person becomes a limited partner: (1) As provided in the partnership agreement; (2) As the result of a transaction effective under part 11 of this chapter; (3) With the affirmative vote or consent of all the partners; or (4) As provided in § 61-3-801(a)(4) or (a)(5) .
(1) As provided in the partnership agreement;
(2) As the result of a transaction effective under part 11 of this chapter;
(3) With the affirmative vote or consent of all the partners; or
(4) As provided in § 61-3-801(a)(4) or (a)(5) .
(c) A person may become a limited partner without: (1) Acquiring a transferable interest; or (2) Making or being obligated to make a contribution to the limited partnership.
(1) Acquiring a transferable interest; or
(2) Making or being obligated to make a contribution to the limited partnership.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-401 — TN Code / Title 61 / Chapter 1 / Section 61-1-401
Partner's rights and duties
Status: in_force

(a) Each partner is deemed to have an account that is: (1) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and (2) Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses. (b) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits. (c) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property. (d) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute. (e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) and (d) constitutes a loan to the partnership which accrues interest from the date of the payment or advance. (f) Each partner has equal rights in the management and conduct of the partnership business. (g) A partner may use or possess partnership property only on behalf of the partnership. (h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership. (i) A person may become a partner only with the consent of all of the partners. (j) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners. (k) This section does not affect the obligations of a partnership to other persons under § 61-1-301 . (l) A partner has the power and authority to delegate to one (1) or more other persons the partner's rights and powers to manage and control the business and affairs of the partnership, including to delegate to agents, officers and employees of the partner or the partnership, and to delegate by a management agreement or other agreement with, or otherwise to, other persons. Such delegation by a partner shall not cause the partner to cease to be a partner of the partnership. Acts 2001, ch. 353.
(a) Each partner is deemed to have an account that is: (1) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and (2) Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.
(1) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and
(2) Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.
(b) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.
(c) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.
(d) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
(e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) and (d) constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
(f) Each partner has equal rights in the management and conduct of the partnership business.
(g) A partner may use or possess partnership property only on behalf of the partnership.
(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
(i) A person may become a partner only with the consent of all of the partners.
(j) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
(k) This section does not affect the obligations of a partnership to other persons under § 61-1-301 .
(l) A partner has the power and authority to delegate to one (1) or more other persons the partner's rights and powers to manage and control the business and affairs of the partnership, including to delegate to agents, officers and employees of the partner or the partnership, and to delegate by a management agreement or other agreement with, or otherwise to, other persons. Such delegation by a partner shall not cause the partner to cease to be a partner of the partnership.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-407 — TN Code / Title 61 / Chapter 3 / Section 61-3-407
Rights to information of general partner and person dissociated as general partner
Status: in_force

(a) A general partner may inspect and copy required information during regular business hours in the limited partnership's principal office, without having any particular purpose for seeking the information. (b) On reasonable notice, a general partner may inspect and copy during regular business hours, at a reasonable location specified by the limited partnership, any record maintained by the partnership regarding the partnership's activities, affairs, financial condition, and other circumstances, to the extent the information is material to the general partner's rights and duties under the partnership agreement or this chapter. (c) A limited partnership shall furnish to each general partner: (1) Without demand, any information concerning the partnership's activities, affairs, financial condition, and other circumstances that the partnership knows and is material to the proper exercise of the general partner's rights and duties under the partnership agreement or this chapter, except to the extent the partnership can establish that the partnership reasonably believes the general partner already knows the information; and (2) On demand, any other information concerning the partnership's activities, affairs, financial condition, and other circumstances, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. (d) The duty to furnish information under subsection (c) also applies to each general partner to the extent the general partner knows any of the information described in subsection (b). (e) Subject to subsection (j), on ten-days' demand made in a record received by a limited partnership, a person dissociated as a general partner may have access to the information and records described in subsections (a) and (b) at the locations specified in those subsections if: (1) The information or record pertains to the period during which the person was a general partner; (2) The person seeks the information or record in good faith; and (3) The person satisfies the requirements imposed on a limited partner by § 61-3-304(b) . (f) A limited partnership shall respond to a demand made pursuant to subsection (e) in the manner provided in § 61-3-304(c) . (g) A limited partnership may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material. (h) A general partner or person dissociated as a general partner may exercise the rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the partnership agreement or under subsection (j) applies both to the agent or legal representative and to the general partner or person dissociated as a general partner. (i) The rights under this section do not extend to a person as transferee, but if: (1) A general partner dies, § 61-3-704 applies; and (2) An individual dissociates as a general partner under § 61-3-603(6)(B) or (C) , the legal representative of the individual may exercise the rights under subsection (c) of a person dissociated as a general partner. (j) In addition to any restriction or condition stated in the partnership agreement, a limited partnership, as a matter within the ordinary course of its activities and affairs, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection (j), the partnership has the burden of proving reasonableness. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A general partner may inspect and copy required information during regular business hours in the limited partnership's principal office, without having any particular purpose for seeking the information.
(b) On reasonable notice, a general partner may inspect and copy during regular business hours, at a reasonable location specified by the limited partnership, any record maintained by the partnership regarding the partnership's activities, affairs, financial condition, and other circumstances, to the extent the information is material to the general partner's rights and duties under the partnership agreement or this chapter.
(c) A limited partnership shall furnish to each general partner: (1) Without demand, any information concerning the partnership's activities, affairs, financial condition, and other circumstances that the partnership knows and is material to the proper exercise of the general partner's rights and duties under the partnership agreement or this chapter, except to the extent the partnership can establish that the partnership reasonably believes the general partner already knows the information; and (2) On demand, any other information concerning the partnership's activities, affairs, financial condition, and other circumstances, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(1) Without demand, any information concerning the partnership's activities, affairs, financial condition, and other circumstances that the partnership knows and is material to the proper exercise of the general partner's rights and duties under the partnership agreement or this chapter, except to the extent the partnership can establish that the partnership reasonably believes the general partner already knows the information; and
(2) On demand, any other information concerning the partnership's activities, affairs, financial condition, and other circumstances, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(d) The duty to furnish information under subsection (c) also applies to each general partner to the extent the general partner knows any of the information described in subsection (b).
(e) Subject to subsection (j), on ten-days' demand made in a record received by a limited partnership, a person dissociated as a general partner may have access to the information and records described in subsections (a) and (b) at the locations specified in those subsections if: (1) The information or record pertains to the period during which the person was a general partner; (2) The person seeks the information or record in good faith; and (3) The person satisfies the requirements imposed on a limited partner by § 61-3-304(b) .
(1) The information or record pertains to the period during which the person was a general partner;
(2) The person seeks the information or record in good faith; and
(3) The person satisfies the requirements imposed on a limited partner by § 61-3-304(b) .
(f) A limited partnership shall respond to a demand made pursuant to subsection (e) in the manner provided in § 61-3-304(c) .
(g) A limited partnership may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material.
(h) A general partner or person dissociated as a general partner may exercise the rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the partnership agreement or under subsection (j) applies both to the agent or legal representative and to the general partner or person dissociated as a general partner.
(i) The rights under this section do not extend to a person as transferee, but if: (1) A general partner dies, § 61-3-704 applies; and (2) An individual dissociates as a general partner under § 61-3-603(6)(B) or (C) , the legal representative of the individual may exercise the rights under subsection (c) of a person dissociated as a general partner.
(1) A general partner dies, § 61-3-704 applies; and
(2) An individual dissociates as a general partner under § 61-3-603(6)(B) or (C) , the legal representative of the individual may exercise the rights under subsection (c) of a person dissociated as a general partner.
(j) In addition to any restriction or condition stated in the partnership agreement, a limited partnership, as a matter within the ordinary course of its activities and affairs, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection (j), the partnership has the burden of proving reasonableness.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-604 — TN Code / Title 61 / Chapter 3 / Section 61-3-604
Power to dissociate as general partner - Wrongful dissociation
Status: in_force

(a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by withdrawing as a general partner by express will under § 61-3-603(1) . (b) A person's dissociation as a general partner is wrongful only if the dissociation: (1) Is in breach of an express provision of the partnership agreement; or (2) Occurs before the completion of the winding up of the limited partnership, and: (A) The person withdraws as a general partner by express will; (B) The person is expelled as a general partner by judicial order under § 61-3-603(5) ; (C) The person is dissociated as a general partner under § 61-3-603(7) ; or (D) In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a general partner because the person willfully dissolved or terminated. (c) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to § 61-3-901 , to the other partners for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the general partner to the partnership or the other partners. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
(a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by withdrawing as a general partner by express will under § 61-3-603(1) .
(b) A person's dissociation as a general partner is wrongful only if the dissociation: (1) Is in breach of an express provision of the partnership agreement; or (2) Occurs before the completion of the winding up of the limited partnership, and: (A) The person withdraws as a general partner by express will; (B) The person is expelled as a general partner by judicial order under § 61-3-603(5) ; (C) The person is dissociated as a general partner under § 61-3-603(7) ; or (D) In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a general partner because the person willfully dissolved or terminated.
(1) Is in breach of an express provision of the partnership agreement; or
(2) Occurs before the completion of the winding up of the limited partnership, and: (A) The person withdraws as a general partner by express will; (B) The person is expelled as a general partner by judicial order under § 61-3-603(5) ; (C) The person is dissociated as a general partner under § 61-3-603(7) ; or (D) In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a general partner because the person willfully dissolved or terminated.
(A) The person withdraws as a general partner by express will;
(B) The person is expelled as a general partner by judicial order under § 61-3-603(5) ;
(C) The person is dissociated as a general partner under § 61-3-603(7) ; or
(D) In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a general partner because the person willfully dissolved or terminated.
(c) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to § 61-3-901 , to the other partners for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the general partner to the partnership or the other partners.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-1105 — TN Code / Title 61 / Chapter 3 / Section 61-3-1105
Plan of merger
Status: in_force

(a) A domestic limited partnership may become a party to a merger under this section and §§ 61-3-1106 - 61-3-1109 by approving a plan of merger. The plan must be in a record and contain: (1) As to each merging entity, its name, jurisdiction of formation, and type of entity; (2) If the surviving entity is to be created in the merger, a statement to that effect and the entity's name, jurisdiction of formation, and type of entity; (3) The manner of converting the interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; (4) If the surviving entity exists before the merger, any proposed amendments to: (A) Its public organic record, if any; and (B) Its private organic rules that are, or are proposed to be, in a record; (5) If the surviving entity is to be created in the merger: (A) Its proposed public organic record, if any; and (B) The full text of its private organic rules that are proposed to be in a record; (6) The other terms and conditions of the merger; and (7) Any other provision required by the law of a merging entity's jurisdiction of formation or the organic rules of a merging entity. (b) In addition to the requirements of subsection (a), a plan of merger may contain any other provision not prohibited by law. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
(a) A domestic limited partnership may become a party to a merger under this section and §§ 61-3-1106 - 61-3-1109 by approving a plan of merger. The plan must be in a record and contain: (1) As to each merging entity, its name, jurisdiction of formation, and type of entity; (2) If the surviving entity is to be created in the merger, a statement to that effect and the entity's name, jurisdiction of formation, and type of entity; (3) The manner of converting the interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; (4) If the surviving entity exists before the merger, any proposed amendments to: (A) Its public organic record, if any; and (B) Its private organic rules that are, or are proposed to be, in a record; (5) If the surviving entity is to be created in the merger: (A) Its proposed public organic record, if any; and (B) The full text of its private organic rules that are proposed to be in a record; (6) The other terms and conditions of the merger; and (7) Any other provision required by the law of a merging entity's jurisdiction of formation or the organic rules of a merging entity.
(1) As to each merging entity, its name, jurisdiction of formation, and type of entity;
(2) If the surviving entity is to be created in the merger, a statement to that effect and the entity's name, jurisdiction of formation, and type of entity;
(3) The manner of converting the interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4) If the surviving entity exists before the merger, any proposed amendments to: (A) Its public organic record, if any; and (B) Its private organic rules that are, or are proposed to be, in a record;
(A) Its public organic record, if any; and
(B) Its private organic rules that are, or are proposed to be, in a record;
(5) If the surviving entity is to be created in the merger: (A) Its proposed public organic record, if any; and (B) The full text of its private organic rules that are proposed to be in a record;
(A) Its proposed public organic record, if any; and
(B) The full text of its private organic rules that are proposed to be in a record;
(6) The other terms and conditions of the merger; and
(7) Any other provision required by the law of a merging entity's jurisdiction of formation or the organic rules of a merging entity.
(b) In addition to the requirements of subsection (a), a plan of merger may contain any other provision not prohibited by law.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-905 — TN Code / Title 61 / Chapter 3 / Section 61-3-905
Special litigation committee
Status: in_force

(a) If a limited partnership is named as or made a party in a derivative proceeding, the partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the limited partnership. If the limited partnership appoints a special litigation committee, on motion by the committee made in the name of the limited partnership, except for good cause shown, the court must stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection (a) does not prevent the court from: (1) Enforcing a person's right to information under § 61-3-304 or § 61-3-407 ; or (2) Granting extraordinary relief in the form of a temporary restraining order or preliminary injunction. (b) A special litigation committee must be composed of one (1) or more disinterested and independent individuals, who may be partners. (c) A special litigation committee may be appointed: (1) By a majority of the general partners not named as parties in the proceeding; or (2) If all general partners are named as parties in the proceeding, by a majority of the general partners named as defendants. (d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited partnership that the proceeding: (1) Continue under the control of the plaintiff; (2) Continue under the control of the committee; (3) Be settled on terms approved by the committee; or (4) Be dismissed. (e) After making a determination under subsection (d), a special litigation committee shall file with the court a statement of the committee's determination and report supporting the committee's determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made the committee's recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court must enforce the committee's determination. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) and allow the action to continue under the control of the plaintiff. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) If a limited partnership is named as or made a party in a derivative proceeding, the partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the limited partnership. If the limited partnership appoints a special litigation committee, on motion by the committee made in the name of the limited partnership, except for good cause shown, the court must stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection (a) does not prevent the court from: (1) Enforcing a person's right to information under § 61-3-304 or § 61-3-407 ; or (2) Granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.
(1) Enforcing a person's right to information under § 61-3-304 or § 61-3-407 ; or
(2) Granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.
(b) A special litigation committee must be composed of one (1) or more disinterested and independent individuals, who may be partners.
(c) A special litigation committee may be appointed: (1) By a majority of the general partners not named as parties in the proceeding; or (2) If all general partners are named as parties in the proceeding, by a majority of the general partners named as defendants.
(1) By a majority of the general partners not named as parties in the proceeding; or
(2) If all general partners are named as parties in the proceeding, by a majority of the general partners named as defendants.
(d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited partnership that the proceeding: (1) Continue under the control of the plaintiff; (2) Continue under the control of the committee; (3) Be settled on terms approved by the committee; or (4) Be dismissed.
(1) Continue under the control of the plaintiff;
(2) Continue under the control of the committee;
(3) Be settled on terms approved by the committee; or
(4) Be dismissed.
(e) After making a determination under subsection (d), a special litigation committee shall file with the court a statement of the committee's determination and report supporting the committee's determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made the committee's recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court must enforce the committee's determination. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) and allow the action to continue under the control of the plaintiff.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-1205 — TN Code / Title 61 / Chapter 3 / Section 61-3-1205
Fees
Status: in_force

(a) The secretary of state shall collect the following fees when the documents described in this subsection (a) are delivered to the secretary of state for filing: (1) Annual report for secretary of state.................... $20.00; (2) Application for use of indistinguishable name .................... $20.00; (3) Application for reservation of limited partnership name .................... $20.00; (4) Notice of transfer of reserved name .................... $20.00; (5) Notice of cancellation of reserved name .................... $20.00; (6) Statement of change of registered agent/office (by domestic/foreign limited partnership) .................... $20.00; (7) Statement of change of registered office of limited partnership (by agent) .................... $5.00 per limited partnership, but not less than $20.00; (8) Statement of resignation of registered agent for limited partner-ship .................... $20.00; (9) Certificate of limited partnership (including designation of initial registered office and agent) .................... $100; (10) Amendment to the certificate of limited partnership .................... $20.00; (11) Certificate of cancellation of limited partnership .................... $20.00; (12) Restated certificate of limited partnership .................... $20.00; (13) Amended and restated certificate of limited partnership .................... $20.00; (14) Articles of merger of limited partnership .................... $100; (15) Application for registration of foreign limited partnership (including designation of initial registered office and agent) .................... $600; (16) Application for amended registration of foreign limited partnership .................... $20.00; (17) Certificate of cancellation of registration of foreign limited partnership .................... $20.00; (18) Certificate of correction .................... $20.00; (19) Execution, amendment or cancellation of limited partnership by judicial order .................... No Fee; (20) Application for certificate of existence or registration of limited partnership .................... $20.00; (21) Application for reinstatement .................... $70.00; (22) Statement of dissolution .................... $20.00; (23) Statement of withdrawn or rescinded dissolution of limited partnership .................... $20.00; (24) Application for or change, cancellation, or renewal of assumed name .................... $20.00; and (25) Any other document required or permitted to be filed by this chapter .................... $20.00. (b) The secretary of state shall collect a fee of twenty dollars ($20.00) each time process is served on the secretary of state under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding. (c) The secretary of state shall collect a fee of twenty dollars ($20.00) for copying all filed documents relating to a domestic or foreign limited partnership. All copies must be certified or validated by the secretary of state. Amended by 2023 Tenn. Acts, ch. 96, s 3, eff. 7/1/2023. Amended by 2018 Tenn. Acts, ch. 575, Secs.s 34, s 35 eff. 3/16/2018. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
(a) The secretary of state shall collect the following fees when the documents described in this subsection (a) are delivered to the secretary of state for filing: (1) Annual report for secretary of state.................... $20.00; (2) Application for use of indistinguishable name .................... $20.00; (3) Application for reservation of limited partnership name .................... $20.00; (4) Notice of transfer of reserved name .................... $20.00; (5) Notice of cancellation of reserved name .................... $20.00; (6) Statement of change of registered agent/office (by domestic/foreign limited partnership) .................... $20.00; (7) Statement of change of registered office of limited partnership (by agent) .................... $5.00 per limited partnership, but not less than $20.00; (8) Statement of resignation of registered agent for limited partner-ship .................... $20.00; (9) Certificate of limited partnership (including designation of initial registered office and agent) .................... $100; (10) Amendment to the certificate of limited partnership .................... $20.00; (11) Certificate of cancellation of limited partnership .................... $20.00; (12) Restated certificate of limited partnership .................... $20.00; (13) Amended and restated certificate of limited partnership .................... $20.00; (14) Articles of merger of limited partnership .................... $100; (15) Application for registration of foreign limited partnership (including designation of initial registered office and agent) .................... $600; (16) Application for amended registration of foreign limited partnership .................... $20.00; (17) Certificate of cancellation of registration of foreign limited partnership .................... $20.00; (18) Certificate of correction .................... $20.00; (19) Execution, amendment or cancellation of limited partnership by judicial order .................... No Fee; (20) Application for certificate of existence or registration of limited partnership .................... $20.00; (21) Application for reinstatement .................... $70.00; (22) Statement of dissolution .................... $20.00; (23) Statement of withdrawn or rescinded dissolution of limited partnership .................... $20.00; (24) Application for or change, cancellation, or renewal of assumed name .................... $20.00; and (25) Any other document required or permitted to be filed by this chapter .................... $20.00.
(1) Annual report for secretary of state.................... $20.00;
(2) Application for use of indistinguishable name .................... $20.00;
(3) Application for reservation of limited partnership name .................... $20.00;
(4) Notice of transfer of reserved name .................... $20.00;
(5) Notice of cancellation of reserved name .................... $20.00;
(6) Statement of change of registered agent/office (by domestic/foreign limited partnership) .................... $20.00;
(7) Statement of change of registered office of limited partnership (by agent) .................... $5.00 per limited partnership, but not less than $20.00;
(8) Statement of resignation of registered agent for limited partner-ship .................... $20.00;
(9) Certificate of limited partnership (including designation of initial registered office and agent) .................... $100;
(10) Amendment to the certificate of limited partnership .................... $20.00;
(11) Certificate of cancellation of limited partnership .................... $20.00;
(12) Restated certificate of limited partnership .................... $20.00;
(13) Amended and restated certificate of limited partnership .................... $20.00;
(14) Articles of merger of limited partnership .................... $100;
(15) Application for registration of foreign limited partnership (including designation of initial registered office and agent) .................... $600;
(16) Application for amended registration of foreign limited partnership .................... $20.00;
(17) Certificate of cancellation of registration of foreign limited partnership .................... $20.00;
(18) Certificate of correction .................... $20.00;
(19) Execution, amendment or cancellation of limited partnership by judicial order .................... No Fee;
(20) Application for certificate of existence or registration of limited partnership .................... $20.00;
(21) Application for reinstatement .................... $70.00;
(22) Statement of dissolution .................... $20.00;
(23) Statement of withdrawn or rescinded dissolution of limited partnership .................... $20.00;
(24) Application for or change, cancellation, or renewal of assumed name .................... $20.00; and
(25) Any other document required or permitted to be filed by this chapter .................... $20.00.
(b) The secretary of state shall collect a fee of twenty dollars ($20.00) each time process is served on the secretary of state under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.
(c) The secretary of state shall collect a fee of twenty dollars ($20.00) for copying all filed documents relating to a domestic or foreign limited partnership. All copies must be certified or validated by the secretary of state.
Amended by 2023 Tenn. Acts, ch. 96, s 3, eff. 7/1/2023.
Amended by 2018 Tenn. Acts, ch. 575, Secs.s 34, s 35 eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-207 — TN Code / Title 61 / Chapter 2 / Section 61-2-207
Liability for false statement
Status: in_force

(a) If any certificate of limited partnership or certificate of amendment or cancellation contains a materially false statement, one who suffers loss by reasonable reliance on the statement may recover damages for the loss from: (1) Any general partner who executes the certificate and knew or should have known the statement to be false in any material respect at the time the certificate was executed; and (2) Any general partner who thereafter knows that any arrangement or other fact described in the certificate is false in any material respect or has changed, making the statement false in any material respect, if that general partner had sufficient time to amend or cancel the certificate, or to file a petition for its amendment or cancellation, before the statement was reasonably relied upon. (b) No general partner shall have any liability for failing to cause the amendment or cancellation of a certificate to be filed or failing to file a petition for its amendment or cancellation pursuant to subsection (a) if the certificate of amendment, certificate of cancellation or petition is filed within ninety (90) days of when that general partner knew or should have known that the statement in the certificate was false in any material respect. Acts 1988, ch. 922, § 1.
(a) If any certificate of limited partnership or certificate of amendment or cancellation contains a materially false statement, one who suffers loss by reasonable reliance on the statement may recover damages for the loss from: (1) Any general partner who executes the certificate and knew or should have known the statement to be false in any material respect at the time the certificate was executed; and (2) Any general partner who thereafter knows that any arrangement or other fact described in the certificate is false in any material respect or has changed, making the statement false in any material respect, if that general partner had sufficient time to amend or cancel the certificate, or to file a petition for its amendment or cancellation, before the statement was reasonably relied upon.
(1) Any general partner who executes the certificate and knew or should have known the statement to be false in any material respect at the time the certificate was executed; and
(2) Any general partner who thereafter knows that any arrangement or other fact described in the certificate is false in any material respect or has changed, making the statement false in any material respect, if that general partner had sufficient time to amend or cancel the certificate, or to file a petition for its amendment or cancellation, before the statement was reasonably relied upon.
(b) No general partner shall have any liability for failing to cause the amendment or cancellation of a certificate to be filed or failing to file a petition for its amendment or cancellation pursuant to subsection (a) if the certificate of amendment, certificate of cancellation or petition is filed within ninety (90) days of when that general partner knew or should have known that the statement in the certificate was false in any material respect.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-3-105 — TN Code / Title 61 / Chapter 3 / Section 61-3-105
Partnership agreement - Effect on limited partnership and person becoming partner - Preformation agreement
Status: in_force

(a) A limited partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement. (b) A person that becomes a partner is deemed to assent to the partnership agreement. (c) Two (2) or more persons intending to become the initial partners of a limited partnership may make an agreement providing that upon the formation of the partnership, the agreement shall become the partnership agreement. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
(a) A limited partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement.
(b) A person that becomes a partner is deemed to assent to the partnership agreement.
(c) Two (2) or more persons intending to become the initial partners of a limited partnership may make an agreement providing that upon the formation of the partnership, the agreement shall become the partnership agreement.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-402 — TN Code / Title 61 / Chapter 1 / Section 61-1-402
Distributions in kind
Status: in_force

A partner has no right to receive, and may not be required to accept, a distribution in kind. Acts 2001, ch. 353.
A partner has no right to receive, and may not be required to accept, a distribution in kind.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-1-103 — TN Code / Title 61 / Chapter 1 / Section 61-1-103
Effect of partnership agreement - Nonwaivable provisions
Status: in_force

(a) Except as otherwise provided in subsection (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership. (b) The partnership agreement may not: (1) Vary the rights and duties under § 61-1-105 except to eliminate the duty to provide copies of statements to all of the partners; (2) Unreasonably restrict the right of access to books and records under § 61-1-403(b) ; (3) Eliminate the duty of loyalty under § 61-1-404(b)(1) and (2) or § 61-1-603(b)(3) , but: (A) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or (B) All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty; (4) Unreasonably reduce the duty of care under § 61-1-404(c) or § 61-1-603(b)(3) ; (5) Eliminate the obligation of good faith and fair dealing under § 61-1-404(d) , but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable; (6) Vary the power to dissociate as a partner under § 61-1-602(a) , except to require the notice under § 61-1-601(1) to be in writing; (7) Vary the right of a court to expel a partner in the events specified in § 61-1-601(5) ; (8) Vary the requirement to wind up the partnership business in cases specified in § 61-1-801(4), (5), or (6) ; or (9) Vary the law applicable to a limited liability partnership under § 61-1-106(c) . Acts 2001, ch. 353; 2002, ch. 563, § 2.
(a) Except as otherwise provided in subsection (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
(b) The partnership agreement may not: (1) Vary the rights and duties under § 61-1-105 except to eliminate the duty to provide copies of statements to all of the partners; (2) Unreasonably restrict the right of access to books and records under § 61-1-403(b) ; (3) Eliminate the duty of loyalty under § 61-1-404(b)(1) and (2) or § 61-1-603(b)(3) , but: (A) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or (B) All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty; (4) Unreasonably reduce the duty of care under § 61-1-404(c) or § 61-1-603(b)(3) ; (5) Eliminate the obligation of good faith and fair dealing under § 61-1-404(d) , but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable; (6) Vary the power to dissociate as a partner under § 61-1-602(a) , except to require the notice under § 61-1-601(1) to be in writing; (7) Vary the right of a court to expel a partner in the events specified in § 61-1-601(5) ; (8) Vary the requirement to wind up the partnership business in cases specified in § 61-1-801(4), (5), or (6) ; or (9) Vary the law applicable to a limited liability partnership under § 61-1-106(c) .
(1) Vary the rights and duties under § 61-1-105 except to eliminate the duty to provide copies of statements to all of the partners;
(2) Unreasonably restrict the right of access to books and records under § 61-1-403(b) ;
(3) Eliminate the duty of loyalty under § 61-1-404(b)(1) and (2) or § 61-1-603(b)(3) , but: (A) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or (B) All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(A) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or
(B) All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(4) Unreasonably reduce the duty of care under § 61-1-404(c) or § 61-1-603(b)(3) ;
(5) Eliminate the obligation of good faith and fair dealing under § 61-1-404(d) , but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(6) Vary the power to dissociate as a partner under § 61-1-602(a) , except to require the notice under § 61-1-601(1) to be in writing;
(7) Vary the right of a court to expel a partner in the events specified in § 61-1-601(5) ;
(8) Vary the requirement to wind up the partnership business in cases specified in § 61-1-801(4), (5), or (6) ; or
(9) Vary the law applicable to a limited liability partnership under § 61-1-106(c) .
Acts 2001, ch. 353; 2002, ch. 563, § 2.
Tenn. Code Ann. § 61-3-117 — TN Code / Title 61 / Chapter 3 / Section 61-3-117
Resignation of registered agent
Status: in_force

(a) A registered agent may resign as an agent for a limited partnership or registered foreign limited partnership by delivering to the secretary of state for filing a statement of resignation that states: (1) The name of the limited partnership or registered foreign limited partnership; (2) The name of the agent; (3) That the agent resigns from serving as registered agent for the limited partnership or registered foreign limited partnership; and (4) A certification that the registered agent has mailed a copy of the statement to the principal office of the limited partnership by certified mail. (b) The agency appointment is terminated, and the registered office discontinued if so provided, on the date on which the statement is filed by the secretary of state. When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the limited partnership or registered foreign limited partnership. The resignation does not affect any contractual rights the limited partnership or registered foreign limited partnership has against the agent or that the agent has against the limited partnership or registered foreign limited partnership. (c) A registered agent may resign with respect to a limited partnership or registered foreign limited partnership whether or not the limited partnership or registered foreign limited partnership is active and in good standing as reflected in the records of the secretary of state. (d) If a registered agent resigns or is unable to perform its duties, the designating limited partnership must, not later than sixty (60) days after the resignation or discovery that the agent is unable to perform its duties, designate another registered agent to the end that it shall at all times have a registered agent in this state. Amended by 2018 Tenn. Acts, ch. 575,s 5, eff. 3/16/2018. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A registered agent may resign as an agent for a limited partnership or registered foreign limited partnership by delivering to the secretary of state for filing a statement of resignation that states: (1) The name of the limited partnership or registered foreign limited partnership; (2) The name of the agent; (3) That the agent resigns from serving as registered agent for the limited partnership or registered foreign limited partnership; and (4) A certification that the registered agent has mailed a copy of the statement to the principal office of the limited partnership by certified mail.
(1) The name of the limited partnership or registered foreign limited partnership;
(2) The name of the agent;
(3) That the agent resigns from serving as registered agent for the limited partnership or registered foreign limited partnership; and
(4) A certification that the registered agent has mailed a copy of the statement to the principal office of the limited partnership by certified mail.
(b) The agency appointment is terminated, and the registered office discontinued if so provided, on the date on which the statement is filed by the secretary of state. When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the limited partnership or registered foreign limited partnership. The resignation does not affect any contractual rights the limited partnership or registered foreign limited partnership has against the agent or that the agent has against the limited partnership or registered foreign limited partnership.
(c) A registered agent may resign with respect to a limited partnership or registered foreign limited partnership whether or not the limited partnership or registered foreign limited partnership is active and in good standing as reflected in the records of the secretary of state.
(d) If a registered agent resigns or is unable to perform its duties, the designating limited partnership must, not later than sixty (60) days after the resignation or discovery that the agent is unable to perform its duties, designate another registered agent to the end that it shall at all times have a registered agent in this state.
Amended by 2018 Tenn. Acts, ch. 575,s 5, eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-404 — TN Code / Title 61 / Chapter 3 / Section 61-3-404
General partner's liability
Status: in_force

(a) Except as otherwise provided in subsections (b) and (c), all general partners are liable jointly and severally for all debts, obligations, and other liabilities of the limited partnership unless otherwise agreed by the claimant or provided by law. (b) A person that becomes a general partner is not personally liable for a debt, obligation, or other liability of the limited partnership incurred before the person became a general partner. (c) A debt, obligation, or other liability of a limited partnership incurred while the limited partnership is a limited liability limited partnership is solely the debt, obligation, or other liability of the limited liability limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited liability limited partnership solely by reason of being or acting as a general partner. This subsection (c) applies: (1) Despite anything inconsistent in the partnership agreement that existed immediately before the vote or consent required to become a limited liability limited partnership under § 61-3-406(b)(2) ; and (2) Regardless of the dissolution of the partnership. (d) The failure of a limited liability limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a general partner for a debt, obligation, or other liability of the partnership. (e) An amendment of a certificate of limited partnership deleting a statement that the limited partnership is a limited liability limited partnership does not affect the limitation in this section on the liability of a general partner for a debt, obligation, or other liability of the limited partnership incurred before the amendment became effective. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) Except as otherwise provided in subsections (b) and (c), all general partners are liable jointly and severally for all debts, obligations, and other liabilities of the limited partnership unless otherwise agreed by the claimant or provided by law.
(b) A person that becomes a general partner is not personally liable for a debt, obligation, or other liability of the limited partnership incurred before the person became a general partner.
(c) A debt, obligation, or other liability of a limited partnership incurred while the limited partnership is a limited liability limited partnership is solely the debt, obligation, or other liability of the limited liability limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited liability limited partnership solely by reason of being or acting as a general partner. This subsection (c) applies: (1) Despite anything inconsistent in the partnership agreement that existed immediately before the vote or consent required to become a limited liability limited partnership under § 61-3-406(b)(2) ; and (2) Regardless of the dissolution of the partnership.
(1) Despite anything inconsistent in the partnership agreement that existed immediately before the vote or consent required to become a limited liability limited partnership under § 61-3-406(b)(2) ; and
(2) Regardless of the dissolution of the partnership.
(d) The failure of a limited liability limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a general partner for a debt, obligation, or other liability of the partnership.
(e) An amendment of a certificate of limited partnership deleting a statement that the limited partnership is a limited liability limited partnership does not affect the limitation in this section on the liability of a general partner for a debt, obligation, or other liability of the limited partnership incurred before the amendment became effective.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-806 — TN Code / Title 61 / Chapter 3 / Section 61-3-806
Known claims against dissolved limited partnership
Status: in_force

(a) A dissolved limited partnership may give notice of a known claim under subsection (b), which has the effect provided in subsection (c). (b) The dissolved limited partnership shall notify the limited partnership's known claimants in writing of the dissolution at any time after the dissolution's effective date. The written notice must: (1) Describe information that must be included in a claim; (2) State whether the claim is admitted, or not admitted, and if admitted: (A) The amount that is admitted, which may be as of a given date; and (B) Any interest obligation if fixed by an instrument of indebtedness; (3) Provide a mailing address, including zip code, where a claim may be sent; (4) State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved limited partnership must receive the claim; and (5) State that, except to the extent that any claim is admitted, the claim is barred if written notice of the claim is not received by the deadline. (c) A claim against the dissolved limited partnership is barred to the extent that it is not admitted: (1) If the dissolved limited partnership delivered written notice to the claimant in accordance with subsection (b) and the claimant does not deliver a written notice of the claim to the dissolved limited partnership by the deadline; or (2) If the dissolved limited partnership delivered written notice to the claimant that the claimant's claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice. (d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. (e) For purposes of this section, written notice, if in a comprehensible form, is effective at the earliest of the following: (1) When received; (2) Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed; (3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (4) Twenty (20) days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A dissolved limited partnership may give notice of a known claim under subsection (b), which has the effect provided in subsection (c).
(b) The dissolved limited partnership shall notify the limited partnership's known claimants in writing of the dissolution at any time after the dissolution's effective date. The written notice must: (1) Describe information that must be included in a claim; (2) State whether the claim is admitted, or not admitted, and if admitted: (A) The amount that is admitted, which may be as of a given date; and (B) Any interest obligation if fixed by an instrument of indebtedness; (3) Provide a mailing address, including zip code, where a claim may be sent; (4) State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved limited partnership must receive the claim; and (5) State that, except to the extent that any claim is admitted, the claim is barred if written notice of the claim is not received by the deadline.
(1) Describe information that must be included in a claim;
(2) State whether the claim is admitted, or not admitted, and if admitted: (A) The amount that is admitted, which may be as of a given date; and (B) Any interest obligation if fixed by an instrument of indebtedness;
(A) The amount that is admitted, which may be as of a given date; and
(B) Any interest obligation if fixed by an instrument of indebtedness;
(3) Provide a mailing address, including zip code, where a claim may be sent;
(4) State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved limited partnership must receive the claim; and
(5) State that, except to the extent that any claim is admitted, the claim is barred if written notice of the claim is not received by the deadline.
(c) A claim against the dissolved limited partnership is barred to the extent that it is not admitted: (1) If the dissolved limited partnership delivered written notice to the claimant in accordance with subsection (b) and the claimant does not deliver a written notice of the claim to the dissolved limited partnership by the deadline; or (2) If the dissolved limited partnership delivered written notice to the claimant that the claimant's claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice.
(1) If the dissolved limited partnership delivered written notice to the claimant in accordance with subsection (b) and the claimant does not deliver a written notice of the claim to the dissolved limited partnership by the deadline; or
(2) If the dissolved limited partnership delivered written notice to the claimant that the claimant's claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice.
(d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
(e) For purposes of this section, written notice, if in a comprehensible form, is effective at the earliest of the following: (1) When received; (2) Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed; (3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (4) Twenty (20) days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed.
(1) When received;
(2) Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed;
(3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or
(4) Twenty (20) days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-201 — TN Code / Title 61 / Chapter 2 / Section 61-2-201
Execution and filing of certificate of limited partnership
Status: in_force

(a) In order to form a limited partnership, one (1) or more persons, but not less than all of the general partners, must execute a certificate of limited partnership. A certificate of limited partnership must be filed with the secretary of state, in the manner and form prescribed by the secretary of state, and set forth: (1) The name of the limited partnership; (2) The street address and zip code of the limited partnership's initial registered office, the county in which the office is located, and the name of its initial registered agent at that office as required to be maintained by § 61-2-104 ; (3) The street address and zip code of the principal office of the limited partnership, and a mailing address such as a post office box if the United States postal service does not deliver to the principal office; (4) The name and the business, residence, or mailing address of each general partner; (5) Any other matters not inconsistent with the partnership agreement that the partners determined to include; and (6) Any additional information required by the secretary of state. (b) The partnership agreement shall not be filed. (c) A limited partnership is formed at the time of the filing of the initial certificate of limited partnership with the secretary of state or at any later date or time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section. A limited partnership shall have a term of fifty (50) years unless the certificate of limited partnership provides otherwise. Amended by 2020 Tenn. Acts, ch. 719, s 27, eff. 6/22/2020. Amended by 2014 Tenn. Acts, ch. 783, s 22, eff. 7/1/2014. Acts 1988, ch. 922, § 1; 1989, ch. 270, § 10; 1997 , ch. 38, § 1.
(a) In order to form a limited partnership, one (1) or more persons, but not less than all of the general partners, must execute a certificate of limited partnership. A certificate of limited partnership must be filed with the secretary of state, in the manner and form prescribed by the secretary of state, and set forth: (1) The name of the limited partnership; (2) The street address and zip code of the limited partnership's initial registered office, the county in which the office is located, and the name of its initial registered agent at that office as required to be maintained by § 61-2-104 ; (3) The street address and zip code of the principal office of the limited partnership, and a mailing address such as a post office box if the United States postal service does not deliver to the principal office; (4) The name and the business, residence, or mailing address of each general partner; (5) Any other matters not inconsistent with the partnership agreement that the partners determined to include; and (6) Any additional information required by the secretary of state.
(1) The name of the limited partnership;
(2) The street address and zip code of the limited partnership's initial registered office, the county in which the office is located, and the name of its initial registered agent at that office as required to be maintained by § 61-2-104 ;
(3) The street address and zip code of the principal office of the limited partnership, and a mailing address such as a post office box if the United States postal service does not deliver to the principal office;
(4) The name and the business, residence, or mailing address of each general partner;
(5) Any other matters not inconsistent with the partnership agreement that the partners determined to include; and
(6) Any additional information required by the secretary of state.
(b) The partnership agreement shall not be filed.
(c) A limited partnership is formed at the time of the filing of the initial certificate of limited partnership with the secretary of state or at any later date or time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section. A limited partnership shall have a term of fifty (50) years unless the certificate of limited partnership provides otherwise.
Amended by 2020 Tenn. Acts, ch. 719, s 27, eff. 6/22/2020.
Amended by 2014 Tenn. Acts, ch. 783, s 22, eff. 7/1/2014.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 10; 1997 , ch. 38, § 1.
Tenn. Code Ann. § 61-2-1103 — TN Code / Title 61 / Chapter 2 / Section 61-2-1103
Filing, service, and copying fees
Status: in_force

(a) The secretary of state shall collect the fees set forth in § 61-2-1207(a) when the documents described in that section are delivered to the secretary of state for filing. (b) The secretary of state shall collect a fee of ten dollars ($10.00), for each party at each address, each time process is served on the secretary of state under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding. (c) The secretary of state shall collect a fee of ten dollars ($10.00) for copying all filed documents relating to a domestic or foreign limited partnership. All such copies will be certified or validated by the secretary of state. Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 78, 79; 2011, ch. 99, § 22.
(a) The secretary of state shall collect the fees set forth in § 61-2-1207(a) when the documents described in that section are delivered to the secretary of state for filing.
(b) The secretary of state shall collect a fee of ten dollars ($10.00), for each party at each address, each time process is served on the secretary of state under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.
(c) The secretary of state shall collect a fee of ten dollars ($10.00) for copying all filed documents relating to a domestic or foreign limited partnership. All such copies will be certified or validated by the secretary of state.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 78, 79; 2011, ch. 99, § 22.
Tenn. Code Ann. § 61-1-502 — TN Code / Title 61 / Chapter 1 / Section 61-1-502
Partner's transferable interest in partnership
Status: in_force

The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. This interest is personal property. Acts 2001, ch. 353.
The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. This interest is personal property.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-606 — TN Code / Title 61 / Chapter 3 / Section 61-3-606
Power to bind and liability of person dissociated as general partner
Status: in_force

(a) After a person is dissociated as a general partner and before the limited partnership is merged out of existence or converted under part 11 of this chapter, or dissolved, the partnership is bound by an act of the person only if: (1) The act would have bound the partnership under § 61-3-402 before the dissociation; and (2) At the time the other party enters into the transaction: (A) Less than one (1) year has passed since the dissociation; and (B) The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner. (b) If a limited partnership is bound under subsection (a), the person dissociated as a general partner that caused the partnership to be bound is liable: (1) To the partnership for any damage caused to the partnership arising from the obligation incurred under subsection (a); and (2) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) After a person is dissociated as a general partner and before the limited partnership is merged out of existence or converted under part 11 of this chapter, or dissolved, the partnership is bound by an act of the person only if: (1) The act would have bound the partnership under § 61-3-402 before the dissociation; and (2) At the time the other party enters into the transaction: (A) Less than one (1) year has passed since the dissociation; and (B) The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner.
(1) The act would have bound the partnership under § 61-3-402 before the dissociation; and
(2) At the time the other party enters into the transaction: (A) Less than one (1) year has passed since the dissociation; and (B) The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner.
(A) Less than one (1) year has passed since the dissociation; and
(B) The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner.
(b) If a limited partnership is bound under subsection (a), the person dissociated as a general partner that caused the partnership to be bound is liable: (1) To the partnership for any damage caused to the partnership arising from the obligation incurred under subsection (a); and (2) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
(1) To the partnership for any damage caused to the partnership arising from the obligation incurred under subsection (a); and
(2) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-106 — TN Code / Title 61 / Chapter 1 / Section 61-1-106
Governing law
Status: in_force

(a) Except as otherwise provided in subsections (b) and (c), the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership. (b) Where the partners have provided that the partnership agreement is governed by the laws of a jurisdiction other than this state, the law of the jurisdiction governing the partnership agreement governs relations among the partners and between the partners and the partnership. (c) The law of this state governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership that has filed an application as a limited liability partnership in this state. Acts 2001, ch. 353.
(a) Except as otherwise provided in subsections (b) and (c), the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership.
(b) Where the partners have provided that the partnership agreement is governed by the laws of a jurisdiction other than this state, the law of the jurisdiction governing the partnership agreement governs relations among the partners and between the partners and the partnership.
(c) The law of this state governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership that has filed an application as a limited liability partnership in this state.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-813 — TN Code / Title 61 / Chapter 3 / Section 61-3-813
Judicial review of denial of reinstatement
Status: in_force

(a) If the secretary of state denies a limited partnership's application for reinstatement following administrative dissolution, the secretary of state must serve the limited partnership with a notice in a record that explains the reasons for the denial. (b) A limited partnership may seek judicial review of a denial of reinstatement in the chancery court of Davidson County not later than thirty (30) days after service of the notice of denial. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) If the secretary of state denies a limited partnership's application for reinstatement following administrative dissolution, the secretary of state must serve the limited partnership with a notice in a record that explains the reasons for the denial.
(b) A limited partnership may seek judicial review of a denial of reinstatement in the chancery court of Davidson County not later than thirty (30) days after service of the notice of denial.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-208 — TN Code / Title 61 / Chapter 3 / Section 61-3-208
Correcting filed record
Status: in_force

(a) A person on whose behalf a filed record was delivered to the secretary of state for filing may correct the record if: (1) The record at the time of filing was inaccurate; (2) The record was defectively signed; or (3) The electronic transmission of the record to the secretary of state was defective. (b) A record is corrected by delivering to the secretary of state for filing a statement of correction that: (1) Does not state a delayed effective date; (2) Is signed by the person correcting the filed record; (3) Identifies the filed record to be corrected, including its filing date, or has attached to the statement of correction a copy of the filed record; (4) Specifies the inaccuracy or defect to be corrected and the reason it is incorrect; and (5) Corrects the inaccuracy or defect in the filed record. (c) A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of § 61-3-102(d) and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A person on whose behalf a filed record was delivered to the secretary of state for filing may correct the record if: (1) The record at the time of filing was inaccurate; (2) The record was defectively signed; or (3) The electronic transmission of the record to the secretary of state was defective.
(1) The record at the time of filing was inaccurate;
(2) The record was defectively signed; or
(3) The electronic transmission of the record to the secretary of state was defective.
(b) A record is corrected by delivering to the secretary of state for filing a statement of correction that: (1) Does not state a delayed effective date; (2) Is signed by the person correcting the filed record; (3) Identifies the filed record to be corrected, including its filing date, or has attached to the statement of correction a copy of the filed record; (4) Specifies the inaccuracy or defect to be corrected and the reason it is incorrect; and (5) Corrects the inaccuracy or defect in the filed record.
(1) Does not state a delayed effective date;
(2) Is signed by the person correcting the filed record;
(3) Identifies the filed record to be corrected, including its filing date, or has attached to the statement of correction a copy of the filed record;
(4) Specifies the inaccuracy or defect to be corrected and the reason it is incorrect; and
(5) Corrects the inaccuracy or defect in the filed record.
(c) A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of § 61-3-102(d) and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-308 — TN Code / Title 61 / Chapter 1 / Section 61-1-308
Purported partner
Status: in_force

(a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one (1) or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation. (b) If a person is thus represented to be a partner in an existing partnership, or with one (1) or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable. (c) A person is not liable as a partner merely because the person is named by another in a statement of partnership authority. (d) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership. (e) Except as otherwise provided in subsections (a) and (b), persons who are not partners as to each other are not liable as partners to other persons. Acts 2001, ch. 353.
(a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one (1) or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
(b) If a person is thus represented to be a partner in an existing partnership, or with one (1) or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
(c) A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.
(d) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.
(e) Except as otherwise provided in subsections (a) and (b), persons who are not partners as to each other are not liable as partners to other persons.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-1-902 — TN Code / Title 61 / Chapter 1 / Section 61-1-902
Conversion of partnership to limited partnership
Status: in_force

(a) A partnership may be converted to a limited partnership pursuant to this section. (b) The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partnership agreement. (c) After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership in the jurisdiction in which the limited partnership is to be formed. The certificate must include: (1) A statement that the partnership was converted to a limited partnership from a partnership; (2) Its former name; and (3) A statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement. (d) The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate. (e) A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within 90 days after the conversion takes effect. The limited partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in the Revised Uniform Limited Partnership Act of this state, compiled in chapter 2 of this title. Acts 2001, ch. 353.
(a) A partnership may be converted to a limited partnership pursuant to this section.
(b) The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partnership agreement.
(c) After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership in the jurisdiction in which the limited partnership is to be formed. The certificate must include: (1) A statement that the partnership was converted to a limited partnership from a partnership; (2) Its former name; and (3) A statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement.
(1) A statement that the partnership was converted to a limited partnership from a partnership;
(2) Its former name; and
(3) A statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement.
(d) The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate.
(e) A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within 90 days after the conversion takes effect. The limited partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in the Revised Uniform Limited Partnership Act of this state, compiled in chapter 2 of this title.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-1-107 — TN Code / Title 61 / Chapter 1 / Section 61-1-107
Partnership subject to amendment or repeal of chapter
Status: in_force

A partnership governed by this chapter is subject to any amendment to or repeal of this chapter. Acts 2001, ch. 353.
A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-607 — TN Code / Title 61 / Chapter 3 / Section 61-3-607
Liability of person dissociated as general partner to other person
Status: in_force

(a) A person's dissociation as a general partner does not, of itself, discharge the person's liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c), the person is not liable for a partnership obligation incurred after dissociation. (b) A person whose dissociation as a general partner results in a dissolution and winding up of the limited partnership's activities and affairs is liable on an obligation incurred by the partnership under § 61-3-805 to the same extent as a general partner under § 61-3-404 . (c) A person that is dissociated as a general partner without the dissociation resulting in a dissolution and winding up of the limited partnership's activities and affairs is liable on a transaction entered into by the limited partnership after the dissociation only if: (1) A general partner would be liable on the transaction; and (2) At the time the other party enters into the transaction: (A) Less than one (1) year has passed since the dissociation; and (B) The other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a general partner. (d) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for a debt, obligation, or other liability of the partnership. (e) A person dissociated as a general partner is released from liability for a debt, obligation, or other liability of the limited partnership if the partnership's creditor, with knowledge or notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the debt, obligation, or other liability. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A person's dissociation as a general partner does not, of itself, discharge the person's liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c), the person is not liable for a partnership obligation incurred after dissociation.
(b) A person whose dissociation as a general partner results in a dissolution and winding up of the limited partnership's activities and affairs is liable on an obligation incurred by the partnership under § 61-3-805 to the same extent as a general partner under § 61-3-404 .
(c) A person that is dissociated as a general partner without the dissociation resulting in a dissolution and winding up of the limited partnership's activities and affairs is liable on a transaction entered into by the limited partnership after the dissociation only if: (1) A general partner would be liable on the transaction; and (2) At the time the other party enters into the transaction: (A) Less than one (1) year has passed since the dissociation; and (B) The other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a general partner.
(1) A general partner would be liable on the transaction; and
(2) At the time the other party enters into the transaction: (A) Less than one (1) year has passed since the dissociation; and (B) The other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a general partner.
(A) Less than one (1) year has passed since the dissociation; and
(B) The other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a general partner.
(d) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for a debt, obligation, or other liability of the partnership.
(e) A person dissociated as a general partner is released from liability for a debt, obligation, or other liability of the limited partnership if the partnership's creditor, with knowledge or notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the debt, obligation, or other liability.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-1203 — TN Code / Title 61 / Chapter 1 / Section 61-1-1203
Severability clause
Status: in_force

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. Acts 2001, ch. 353.
If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-305 — TN Code / Title 61 / Chapter 3 / Section 61-3-305
Limited duties of limited partners
Status: in_force

(a) A limited partner shall discharge any duties to the partnership and the other partners under the partnership agreement and exercise any rights under this chapter or the partnership agreement consistently with the contractual obligation of good faith and fair dealing. (b) Except as otherwise provided in subsection (a), a limited partner does not have any duty to the limited partnership or to any other partner solely by reason of acting as a limited partner. (c) If a limited partner enters into a transaction with a limited partnership, the limited partner's rights and obligations arising from the transaction are the same as those of a person that is not a partner. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A limited partner shall discharge any duties to the partnership and the other partners under the partnership agreement and exercise any rights under this chapter or the partnership agreement consistently with the contractual obligation of good faith and fair dealing.
(b) Except as otherwise provided in subsection (a), a limited partner does not have any duty to the limited partnership or to any other partner solely by reason of acting as a limited partner.
(c) If a limited partner enters into a transaction with a limited partnership, the limited partner's rights and obligations arising from the transaction are the same as those of a person that is not a partner.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-905 — TN Code / Title 61 / Chapter 2 / Section 61-2-905
Amended registration
Status: in_force

(a) If any statement required by § 61-2-902 in the application for registration of a foreign limited partnership was false when made or any matter described in the application for registration has changed, making the application false, the foreign limited partnership shall promptly file with the secretary of state an application for an amended registration of a foreign limited partnership. Notwithstanding the preceding sentence, a change in the foreign limited partnership's registered agent or registered office can be made by filing a statement of change as provided in § 61-2-904(e) . An application for an amended registration need not also be filed. Nothing in this chapter shall be construed as requiring an amended registration if the only change in the certificate of foreign limited partnership is related to the admission or substitution of limited partners. (b) The requirements of § 61-2-902 for obtaining an original registration of a foreign limited partnership apply to obtaining an amended registration under this section. Acts 1988, ch. 922, § 1; 1989, ch. 270, § 75.
(a) If any statement required by § 61-2-902 in the application for registration of a foreign limited partnership was false when made or any matter described in the application for registration has changed, making the application false, the foreign limited partnership shall promptly file with the secretary of state an application for an amended registration of a foreign limited partnership. Notwithstanding the preceding sentence, a change in the foreign limited partnership's registered agent or registered office can be made by filing a statement of change as provided in § 61-2-904(e) . An application for an amended registration need not also be filed. Nothing in this chapter shall be construed as requiring an amended registration if the only change in the certificate of foreign limited partnership is related to the admission or substitution of limited partners.
(b) The requirements of § 61-2-902 for obtaining an original registration of a foreign limited partnership apply to obtaining an amended registration under this section.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 75.
Tenn. Code Ann. § 61-2-1104 — TN Code / Title 61 / Chapter 2 / Section 61-2-1104
Effective time and date - Delays - Registered agent and office
Status: in_force

(a) Except as provided in subsection (b) and § 61-2-1105 , a document accepted for filing is effective: (1) At the time of filing on the date it is filed by the secretary of state, as evidenced by the secretary of state's date and time endorsement on the original document; and (2) At the time specified in the document as its effective time on the date it is filed. (b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed by the secretary of state. Notwithstanding the foregoing, an application for a reserved name, a notice of transfer or cancellation of a reserved name and certificate of correction, may not specify a delayed effective date and time. (c) The secretary of state shall not file any certificate of limited partnership or an application for registration, unless the document designates the registered agent and registered office of such domestic or foreign limited partnership in accordance with parts 1 and 9 of this chapter. The secretary of state shall not file any other document under parts 1, 2 and 9 of this chapter if, at the time of filing, the domestic or foreign limited partnership does not have a registered agent or registered office designated at such time, unless at the time such document is received for filing the secretary of state also receives for filing a statement designating such registered agent or registered office or both. Acts 1988, ch. 922, § 1; 1989, ch. 270, § 80.
(a) Except as provided in subsection (b) and § 61-2-1105 , a document accepted for filing is effective: (1) At the time of filing on the date it is filed by the secretary of state, as evidenced by the secretary of state's date and time endorsement on the original document; and (2) At the time specified in the document as its effective time on the date it is filed.
(1) At the time of filing on the date it is filed by the secretary of state, as evidenced by the secretary of state's date and time endorsement on the original document; and
(2) At the time specified in the document as its effective time on the date it is filed.
(b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed by the secretary of state. Notwithstanding the foregoing, an application for a reserved name, a notice of transfer or cancellation of a reserved name and certificate of correction, may not specify a delayed effective date and time.
(c) The secretary of state shall not file any certificate of limited partnership or an application for registration, unless the document designates the registered agent and registered office of such domestic or foreign limited partnership in accordance with parts 1 and 9 of this chapter. The secretary of state shall not file any other document under parts 1, 2 and 9 of this chapter if, at the time of filing, the domestic or foreign limited partnership does not have a registered agent or registered office designated at such time, unless at the time such document is received for filing the secretary of state also receives for filing a statement designating such registered agent or registered office or both.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 80.