Tenn. Code Ann. § 61-3-401 — TN Code / Title 61 / Chapter 3 / Section 61-3-401
Becoming general partner
Status: in_force

(a) Upon formation of a limited partnership, a person becomes a general partner as agreed among the persons that are to be the initial partners. (b) After formation of a limited partnership, a person becomes a general 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)(3)(B) . (c) A person may become a general partner without: (1) Acquiring a transferable interest; or (2) Making or being obligated to make a contribution to the 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 general partner as agreed among the persons that are to be the initial partners.
(b) After formation of a limited partnership, a person becomes a general 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)(3)(B) .
(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)(3)(B) .
(c) A person may become a general partner without: (1) Acquiring a transferable interest; or (2) Making or being obligated to make a contribution to the partnership.
(1) Acquiring a transferable interest; or
(2) Making or being obligated to make a contribution to the partnership.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-102 — TN Code / Title 61 / Chapter 1 / Section 61-1-102
Knowledge and notice
Status: in_force

(a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1) Knows of it; (2) Has received a notification of it; or (3) Has reason to know it exists from all of the facts known to the person at the time in question. (c) A person notifies or gives a notification to another by taking steps reasonably calculated to inform the other person in ordinary course of business, whether or not the other person learns of it. (d) A person receives a notification when the notification: (1) Comes to the person's attention; or (2) Is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications. (e) Except as otherwise provided in subsection (f), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if such person maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information. (f) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, but is not effective as such if the partner committed or consented to a fraud on the partnership. Acts 2001, ch. 353.
(a) A person knows a fact if the person has actual knowledge of it.
(b) A person has notice of a fact if the person: (1) Knows of it; (2) Has received a notification of it; or (3) Has reason to know it exists from all of the facts known to the person at the time in question.
(1) Knows of it;
(2) Has received a notification of it; or
(3) Has reason to know it exists from all of the facts known to the person at the time in question.
(c) A person notifies or gives a notification to another by taking steps reasonably calculated to inform the other person in ordinary course of business, whether or not the other person learns of it.
(d) A person receives a notification when the notification: (1) Comes to the person's attention; or (2) Is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.
(1) Comes to the person's attention; or
(2) Is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.
(e) Except as otherwise provided in subsection (f), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if such person maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(f) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, but is not effective as such if the partner committed or consented to a fraud on the partnership.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-901 — TN Code / Title 61 / Chapter 3 / Section 61-3-901
Direct action by partner
Status: in_force

(a) Subject to subsection (b), a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the limited partnership's activities and affairs, to enforce the partner's rights and otherwise protect the partner's interests, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship. (b) A partner maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership. (c) A right to an accounting on a dissolution and winding up does not revive a claim barred by law. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) Subject to subsection (b), a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the limited partnership's activities and affairs, to enforce the partner's rights and otherwise protect the partner's interests, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.
(b) A partner maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.
(c) A right to an accounting on a dissolution and winding up does not revive a claim barred by law.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-1106 — TN Code / Title 61 / Chapter 2 / Section 61-2-1106
Filing procedure - Refusal - Effect
Status: in_force

(a) If a document delivered to the office of the secretary of state for filing satisfies the requirements of § 61-2-1101 , the secretary of state shall file it. (b) The secretary of state files a document by stamping or otherwise endorsing "Filed," together with his name and official title and the date and time of receipt, on such document. After filing a document, the secretary of state shall deliver the document, with the filing fee receipt (or acknowledgement of receipt if no fee is required) attached, to the domestic or foreign limited partnership or its representative in due course. A domestic or foreign limited partnership or its representative may present to the secretary of state an exact or conformed copy of the document presented for filing, together with such document, and, in that event, the secretary of state shall stamp or otherwise endorse the exact or conformed copy filed, together with his name and official title and the date and time of receipt, and immediately return the exact or conformed copy to the party filing the original of such document. (c) If the secretary of state refuses to file a document, he shall return it to the domestic or foreign limited partnership or its representative within a reasonable time after the document was received for filing, together with a brief, written explanation of the reason for his refusal. (d) The secretary of state's duty to file documents under this section is ministerial. His filing or refusing to file a document does not: (1) Affect the validity or invalidity of the document in whole or in part; (2) Relate to the correctness or incorrectness of information contained in the document; (3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect; or (4) Establish that a document purporting to be an exact or conformed copy pursuant to subsection (b) is an exact or conformed copy. (e) Any limited partnership document that meets the requirements of parts 1, 2, and 9 of this chapter for filing and recording, and all applicable rules, must be received, filed, and recorded by the appropriate office, notwithstanding any contrary requirements found in any other laws of this state. Amended by 2020 Tenn. Acts, ch. 719, s 30, eff. 6/22/2020. Acts 1988, ch. 922, § 1.
(a) If a document delivered to the office of the secretary of state for filing satisfies the requirements of § 61-2-1101 , the secretary of state shall file it.
(b) The secretary of state files a document by stamping or otherwise endorsing "Filed," together with his name and official title and the date and time of receipt, on such document. After filing a document, the secretary of state shall deliver the document, with the filing fee receipt (or acknowledgement of receipt if no fee is required) attached, to the domestic or foreign limited partnership or its representative in due course. A domestic or foreign limited partnership or its representative may present to the secretary of state an exact or conformed copy of the document presented for filing, together with such document, and, in that event, the secretary of state shall stamp or otherwise endorse the exact or conformed copy filed, together with his name and official title and the date and time of receipt, and immediately return the exact or conformed copy to the party filing the original of such document.
(c) If the secretary of state refuses to file a document, he shall return it to the domestic or foreign limited partnership or its representative within a reasonable time after the document was received for filing, together with a brief, written explanation of the reason for his refusal.
(d) The secretary of state's duty to file documents under this section is ministerial. His filing or refusing to file a document does not: (1) Affect the validity or invalidity of the document in whole or in part; (2) Relate to the correctness or incorrectness of information contained in the document; (3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect; or (4) Establish that a document purporting to be an exact or conformed copy pursuant to subsection (b) is an exact or conformed copy.
(1) Affect the validity or invalidity of the document in whole or in part;
(2) Relate to the correctness or incorrectness of information contained in the document;
(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect; or
(4) Establish that a document purporting to be an exact or conformed copy pursuant to subsection (b) is an exact or conformed copy.
(e) Any limited partnership document that meets the requirements of parts 1, 2, and 9 of this chapter for filing and recording, and all applicable rules, must be received, filed, and recorded by the appropriate office, notwithstanding any contrary requirements found in any other laws of this state.
Amended by 2020 Tenn. Acts, ch. 719, s 30, eff. 6/22/2020.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-2-1108 — TN Code / Title 61 / Chapter 2 / Section 61-2-1108
Copy as evidence
Status: in_force

A certificate attached or certification affixed to a copy of a document filed by the secretary of state, bearing his signature (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state. Acts 1988, ch. 922, § 1.
A certificate attached or certification affixed to a copy of a document filed by the secretary of state, bearing his signature (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-2-1203 — TN Code / Title 61 / Chapter 2 / Section 61-2-1203
Severability
Status: in_force

If any provision of this chapter or its application to any person or circumstances 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 1988, ch. 922, § 1.
If any provision of this chapter or its application to any person or circumstances 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 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-1-1206 — TN Code / Title 61 / Chapter 1 / Section 61-1-1206
Applicability
Status: in_force

(a) Before January 1, 2002, this chapter governs only a partnership formed: (1) After January 1, 2002, unless that partnership is continuing the business of a dissolved partnership under § 61-1-129 of the prior Uniform Partnership Act; and (2) Before January 1, 2002, that elects, as provided by subsection (c), to be governed by this chapter. (b) After January 1, 2002, this chapter governs all partnerships. (c) Before January 1, 2002, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this chapter. The provisions of this chapter relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who had done business with the partnership within one (1) year preceding the partnership's election to be governed by this act, only if the third party knows or has received a notification of the partnership's election to be governed by this chapter. Acts 2001, ch. 353.
(a) Before January 1, 2002, this chapter governs only a partnership formed: (1) After January 1, 2002, unless that partnership is continuing the business of a dissolved partnership under § 61-1-129 of the prior Uniform Partnership Act; and (2) Before January 1, 2002, that elects, as provided by subsection (c), to be governed by this chapter.
(1) After January 1, 2002, unless that partnership is continuing the business of a dissolved partnership under § 61-1-129 of the prior Uniform Partnership Act; and
(2) Before January 1, 2002, that elects, as provided by subsection (c), to be governed by this chapter.
(b) After January 1, 2002, this chapter governs all partnerships.
(c) Before January 1, 2002, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this chapter. The provisions of this chapter relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who had done business with the partnership within one (1) year preceding the partnership's election to be governed by this act, only if the third party knows or has received a notification of the partnership's election to be governed by this chapter.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-207 — TN Code / Title 61 / Chapter 3 / Section 61-3-207
Effective date and time
Status: in_force

Subject to § 61-3-209(d) , a record filed under this chapter is effective: (1) On the date and at the time of its filing by the secretary of state, as provided in § 61-3-209(b) ; (2) On the date of filing and at the time specified in the record as its effective time, if later than the time described in subdivision (a)(1); (3) At a specified delayed effective date and time, which may not be more than ninety (90) days after the date of filing; or (4) If a delayed effective date is specified, but no time is specified, at 4:30 p.m. on the date specified, which may not be more than ninety (90) days after the date of filing. Amended by 2018 Tenn. Acts, ch. 575,s 7, eff. 3/16/2018. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Subject to § 61-3-209(d) , a record filed under this chapter is effective:
(1) On the date and at the time of its filing by the secretary of state, as provided in § 61-3-209(b) ;
(2) On the date of filing and at the time specified in the record as its effective time, if later than the time described in subdivision (a)(1);
(3) At a specified delayed effective date and time, which may not be more than ninety (90) days after the date of filing; or
(4) If a delayed effective date is specified, but no time is specified, at 4:30 p.m. on the date specified, which may not be more than ninety (90) days after the date of filing.
Amended by 2018 Tenn. Acts, ch. 575,s 7, eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-1006 — TN Code / Title 61 / Chapter 1 / Section 61-1-1006
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 registered limited liability partnership or a certificate of registration for a foreign registered limited liability partnership registered to transact business in this state. (b) A certificate of existence or registration sets forth: (1) The domestic registered limited liability partnership's name or the foreign registered limited liability partnership's name used in this state; (2) That: (A) The domestic registered limited liability partnership is a limited liability partnership registered under the laws of this state, and the effective date of the filing of its initial application for registration as a registered limited liability partnership; or (B) The foreign registered limited liability partnership is a limited liability 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 registration of the domestic or foreign registered limited liability partnership; (4) Whether or not the registration of a domestic or foreign registered limited liability partnership as such remains effective; (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 registered limited liability partnership is registered as a domestic registered limited liability partnership or is registered to transact business in this state as a foreign registered limited liability partnership and is in good standing as far as the records of the secretary of state show. Acts 2010, ch. 742, § 10.
(a) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic registered limited liability partnership or a certificate of registration for a foreign registered limited liability partnership registered to transact business in this state.
(b) A certificate of existence or registration sets forth: (1) The domestic registered limited liability partnership's name or the foreign registered limited liability partnership's name used in this state; (2) That: (A) The domestic registered limited liability partnership is a limited liability partnership registered under the laws of this state, and the effective date of the filing of its initial application for registration as a registered limited liability partnership; or (B) The foreign registered limited liability partnership is a limited liability 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 registration of the domestic or foreign registered limited liability partnership; (4) Whether or not the registration of a domestic or foreign registered limited liability partnership as such remains effective; (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 registered limited liability partnership's name or the foreign registered limited liability partnership's name used in this state;
(2) That: (A) The domestic registered limited liability partnership is a limited liability partnership registered under the laws of this state, and the effective date of the filing of its initial application for registration as a registered limited liability partnership; or (B) The foreign registered limited liability partnership is a limited liability partnership registered to transact business in this state;
(A) The domestic registered limited liability partnership is a limited liability partnership registered under the laws of this state, and the effective date of the filing of its initial application for registration as a registered limited liability partnership; or
(B) The foreign registered limited liability partnership is a limited liability 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 registration of the domestic or foreign registered limited liability partnership;
(A) Payment is reflected in the records of the secretary of state or the department of revenue; and
(B) Nonpayment affects the registration of the domestic or foreign registered limited liability partnership;
(4) Whether or not the registration of a domestic or foreign registered limited liability partnership as such remains effective;
(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 registered limited liability partnership is registered as a domestic registered limited liability partnership or is registered to transact business in this state as a foreign registered limited liability partnership and is in good standing as far as the records of the secretary of state show.
Acts 2010, ch. 742, § 10.
Tenn. Code Ann. § 61-2-1105 — TN Code / Title 61 / Chapter 2 / Section 61-2-1105
Corrections - When effective
Status: in_force

(a) A domestic or foreign limited partnership may correct a document filed by the secretary of state if the document: (1) Contains an incorrect statement; or (2) Was defectively executed, attested, sealed, verified or acknowledged. (b) A document is corrected: (1) By preparing a certificate of correction that: (A) Describes the document (including its filing date) or attaches a copy of it to the certificate; (B) Specifies the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (C) Corrects the incorrect statement or defective execution; and (2) By delivering the certificate to the secretary of state for filing. (c) Certificates of correction are effective on the effective time and date of the document they correct except as to persons relying on those uncorrected documents and adversely affected by the correction. As to those persons, certificates of correction are effective when filed. Acts 1988, ch. 922, § 1.
(a) A domestic or foreign limited partnership may correct a document filed by the secretary of state if the document: (1) Contains an incorrect statement; or (2) Was defectively executed, attested, sealed, verified or acknowledged.
(1) Contains an incorrect statement; or
(2) Was defectively executed, attested, sealed, verified or acknowledged.
(b) A document is corrected: (1) By preparing a certificate of correction that: (A) Describes the document (including its filing date) or attaches a copy of it to the certificate; (B) Specifies the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (C) Corrects the incorrect statement or defective execution; and (2) By delivering the certificate to the secretary of state for filing.
(1) By preparing a certificate of correction that: (A) Describes the document (including its filing date) or attaches a copy of it to the certificate; (B) Specifies the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (C) Corrects the incorrect statement or defective execution; and
(A) Describes the document (including its filing date) or attaches a copy of it to the certificate;
(B) Specifies the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and
(C) Corrects the incorrect statement or defective execution; and
(2) By delivering the certificate to the secretary of state for filing.
(c) Certificates of correction are effective on the effective time and date of the document they correct except as to persons relying on those uncorrected documents and adversely affected by the correction. As to those persons, certificates of correction are effective when filed.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-2-1206 — TN Code / Title 61 / Chapter 2 / Section 61-2-1206
Prior law
Status: in_force

Except as set forth in § 61-2-1204 , former chapter 2 of this title is hereby repealed. Acts 1988, ch. 922, § 1.
Except as set forth in § 61-2-1204 , former chapter 2 of this title is hereby repealed.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-3-802 — TN Code / Title 61 / Chapter 3 / Section 61-3-802
Winding up
Status: in_force

(a) A dissolved limited partnership shall wind up its activities and affairs and, except as otherwise provided in § 61-3-803 , the partnership continues after dissolution only for the purpose of winding up. (b) In winding up its activities and affairs: (1) The limited partnership shall: (A) Deliver to the secretary of state for filing a statement of dissolution; and (B) Deliver to the secretary of state for filing a statement of termination stating: (i) The name of the limited partnership; (ii) A statement that the limited partnership's debts, obligations, and other liabilities are discharged; (iii) A statement that the limited partnership's activities and affairs are settled and closed; (iv) A statement that the limited partnership's assets are distributed; and (v) A statement that the limited partnership is terminated; (2) The limited partnership may: (A) Preserve the limited partnership's activities, affairs, and property as a going concern for a reasonable time; (B) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (C) Transfer the limited partnership's property; (D) Settle disputes by mediation or arbitration; and (E) Perform other acts necessary or appropriate to the winding up. (c) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities and affairs may be appointed by the affirmative vote or consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective. A person appointed under this subsection (c): (1) Has the powers of a general partner under § 61-3-804 but is not liable for the debts, obligations, and other liabilities of the limited partnership solely by reason of having or exercising those powers or otherwise acting to wind up the dissolved limited partnership's activities and affairs; and (2) Shall promptly deliver to the secretary of state for filing an amendment to the limited partnership's certificate of limited partnership stating: (A) That the limited partnership does not have a general partner; (B) The name and street address, including the zip code, of the person appointed, and a mailing address such as a post office box if the United States postal service does not deliver mail to the street address of the person; and (C) That the person has been appointed pursuant to this subsection (c) to wind up the limited partnership. (d) On the application of a partner, the appropriate court may order judicial supervision of the winding up of a dissolved limited partnership, including the appointment of a person to wind up the limited partnership's activities and affairs, if: (1) The limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c); or (2) The applicant establishes other good cause. Amended by 2018 Tenn. Acts, ch. 575, s 9, eff. 3/16/2018. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
(a) A dissolved limited partnership shall wind up its activities and affairs and, except as otherwise provided in § 61-3-803 , the partnership continues after dissolution only for the purpose of winding up.
(b) In winding up its activities and affairs: (1) The limited partnership shall: (A) Deliver to the secretary of state for filing a statement of dissolution; and (B) Deliver to the secretary of state for filing a statement of termination stating: (i) The name of the limited partnership; (ii) A statement that the limited partnership's debts, obligations, and other liabilities are discharged; (iii) A statement that the limited partnership's activities and affairs are settled and closed; (iv) A statement that the limited partnership's assets are distributed; and (v) A statement that the limited partnership is terminated; (2) The limited partnership may: (A) Preserve the limited partnership's activities, affairs, and property as a going concern for a reasonable time; (B) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (C) Transfer the limited partnership's property; (D) Settle disputes by mediation or arbitration; and (E) Perform other acts necessary or appropriate to the winding up.
(1) The limited partnership shall: (A) Deliver to the secretary of state for filing a statement of dissolution; and (B) Deliver to the secretary of state for filing a statement of termination stating: (i) The name of the limited partnership; (ii) A statement that the limited partnership's debts, obligations, and other liabilities are discharged; (iii) A statement that the limited partnership's activities and affairs are settled and closed; (iv) A statement that the limited partnership's assets are distributed; and (v) A statement that the limited partnership is terminated;
(A) Deliver to the secretary of state for filing a statement of dissolution; and
(B) Deliver to the secretary of state for filing a statement of termination stating: (i) The name of the limited partnership; (ii) A statement that the limited partnership's debts, obligations, and other liabilities are discharged; (iii) A statement that the limited partnership's activities and affairs are settled and closed; (iv) A statement that the limited partnership's assets are distributed; and (v) A statement that the limited partnership is terminated;
(i) The name of the limited partnership;
(ii) A statement that the limited partnership's debts, obligations, and other liabilities are discharged;
(iii) A statement that the limited partnership's activities and affairs are settled and closed;
(iv) A statement that the limited partnership's assets are distributed; and
(v) A statement that the limited partnership is terminated;
(2) The limited partnership may: (A) Preserve the limited partnership's activities, affairs, and property as a going concern for a reasonable time; (B) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (C) Transfer the limited partnership's property; (D) Settle disputes by mediation or arbitration; and (E) Perform other acts necessary or appropriate to the winding up.
(A) Preserve the limited partnership's activities, affairs, and property as a going concern for a reasonable time;
(B) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;
(C) Transfer the limited partnership's property;
(D) Settle disputes by mediation or arbitration; and
(E) Perform other acts necessary or appropriate to the winding up.
(c) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities and affairs may be appointed by the affirmative vote or consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective. A person appointed under this subsection (c): (1) Has the powers of a general partner under § 61-3-804 but is not liable for the debts, obligations, and other liabilities of the limited partnership solely by reason of having or exercising those powers or otherwise acting to wind up the dissolved limited partnership's activities and affairs; and (2) Shall promptly deliver to the secretary of state for filing an amendment to the limited partnership's certificate of limited partnership stating: (A) That the limited partnership does not have a general partner; (B) The name and street address, including the zip code, of the person appointed, and a mailing address such as a post office box if the United States postal service does not deliver mail to the street address of the person; and (C) That the person has been appointed pursuant to this subsection (c) to wind up the limited partnership.
(1) Has the powers of a general partner under § 61-3-804 but is not liable for the debts, obligations, and other liabilities of the limited partnership solely by reason of having or exercising those powers or otherwise acting to wind up the dissolved limited partnership's activities and affairs; and
(2) Shall promptly deliver to the secretary of state for filing an amendment to the limited partnership's certificate of limited partnership stating: (A) That the limited partnership does not have a general partner; (B) The name and street address, including the zip code, of the person appointed, and a mailing address such as a post office box if the United States postal service does not deliver mail to the street address of the person; and (C) That the person has been appointed pursuant to this subsection (c) to wind up the limited partnership.
(A) That the limited partnership does not have a general partner;
(B) The name and street address, including the zip code, of the person appointed, and a mailing address such as a post office box if the United States postal service does not deliver mail to the street address of the person; and
(C) That the person has been appointed pursuant to this subsection (c) to wind up the limited partnership.
(d) On the application of a partner, the appropriate court may order judicial supervision of the winding up of a dissolved limited partnership, including the appointment of a person to wind up the limited partnership's activities and affairs, if: (1) The limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c); or (2) The applicant establishes other good cause.
(1) The limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c); or
(2) The applicant establishes other good cause.
Amended by 2018 Tenn. Acts, ch. 575, s 9, eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-101 — TN Code / Title 61 / Chapter 1 / Section 61-1-101
Chapter definitions
Status: in_force

As used in this chapter: (1) "Business" means every trade, occupation, and profession and any other activity, including the holding or ownership of property, entered into for profit; (2) "Confirmation of good standing" means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that at the time such confirmation is issued a limited liability partnership or a foreign limited liability partnership is current on all taxes and penalties to the satisfaction of the commissioner; (3) "Debtor in bankruptcy" means a person who is the subject of: (A) An order for relief under title 11 of the United States Code or a comparable order under a successor statute of general application; or (B) A comparable order under federal, state, or foreign law governing insolvency; (4) "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee; (5) "Family partnership" means a partnership subject to a written partnership agreement entered into, or amended with consent of all partners, on or after July 1, 2024, in which, at the relevant time, members of the same family hold, in the aggregate, at least fifty percent (50%) of the interests in the partnership's profits or capital; (6) "Foreign limited liability partnership," "foreign registered limited liability partnership" or a limited liability partnership or registered limited liability partnership that is designated as "foreign" means a partnership that: (A) Is formed under the laws of any jurisdiction other than the state of Tennessee; and (B) Has the status of a limited liability partnership under those laws; (7) "Limited liability partnership," "registered limited liability partnership" or a limited liability partnership or registered limited liability partnership that is designated as "domestic" means a partnership that has filed an application for registration as a registered limited liability partnership under § 61-1-1001 and does not have a similar statement in effect in any other jurisdiction; (8) "Members of the same family": (A) Means: (i) A group of two (2) or more individuals who bear a relationship to a common relative through one (1) of the following relationships: (a) A spouse or former spouse of the common relative; (b) An ancestor or lineal descendant of the common relative; (c) An ancestor of the spouse or former spouse of the common relative; (d) A brother or sister of the common relative; (e) A lineal descendant of any individual described in subdivision (8)(A)(i) (d) ; (f) A spouse or former spouse of any individual described in subdivisions (8)(A)(i) (b)-(e) ; or (g) A lineal descendant of any individual described in subdivision (8)(A)(i) (f) ; and (ii) For the purpose of determining "members of the same family": (a) Relationship by adoption is treated the same as relationship by blood; (b) An interest held by any entity that is related, within the meaning of §§ 267(b) and 707(b) of the Internal Revenue Code ( 26 U.S.C. §§ 267(b) and 707(b) ), as amended, to an individual is deemed to be held by the individual; (c) The common relative need not be a partner; (d) The common relative need not be living, but, if deceased, must not be more than four (4) generations removed from the youngest generation of individuals who would, but for this subdivision (8)(A)(ii) (d) , be members of the same family; and (e) For purposes of this subdivision (8), "fiduciary," as used in § 267(b) of the Internal Revenue Code, is treated as a trust and an entity; (B) Does not include: (i) A partnership operating without a written partnership agreement; or (ii) A partnership operating under a written partnership agreement executed prior to July 1, 2024, that is not subsequently amended with the consent of all partners; (9) "Partnership" means an association of two (2) or more persons to carry on as co-owners of a business or other undertaking for profit formed under § 61-1-202 , predecessor law, or comparable law of another jurisdiction; (10) "Partnership agreement" means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement; (11) "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking; (12) "Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights; (13) "Person" means an individual, corporation, limited liability company, business trust, estate, trust, partnership (whether general or limited), association, joint venture, government, governmental subdivision, agency, or instrumentality, custodian, nominee or any other individual or entity in its own or any representative capacity, or any other legal or commercial entity; (14) "Property" means all property, real, personal, or mixed, tangible or intangible, or any interest therein; (15) "Secretary of state" means the secretary of state of Tennessee; (16) "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States; (17) "Statement" means a statement of partnership authority under § 61-1-303 , a statement of denial under § 61-1-304 , a statement of dissociation under § 61-1-704 , a statement of dissolution under § 61-1-805 , a statement of merger under § 61-1-907 , or an amendment or cancellation of any of the foregoing; (18) "Tax clearance for termination or withdrawal" means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that a limited liability partnership or a foreign limited liability partnership has filed all applicable reports, including, but not limited to, a final report, and has paid all fees, penalties and taxes as required by the revenue laws of this state; and (19) "Transfer" means an assignment, conveyance, lease, mortgage, deed, and encumbrance. Amended by 2024 Tenn. Acts, ch. 695,s 8, eff. 7/1/2024. Acts 2001, ch. 353; 2010 , ch. 741, § 48; 2010 , ch. 742, §§ 8, 9.
As used in this chapter:
(1) "Business" means every trade, occupation, and profession and any other activity, including the holding or ownership of property, entered into for profit;
(2) "Confirmation of good standing" means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that at the time such confirmation is issued a limited liability partnership or a foreign limited liability partnership is current on all taxes and penalties to the satisfaction of the commissioner;
(3) "Debtor in bankruptcy" means a person who is the subject of: (A) An order for relief under title 11 of the United States Code or a comparable order under a successor statute of general application; or (B) A comparable order under federal, state, or foreign law governing insolvency;
(A) An order for relief under title 11 of the United States Code or a comparable order under a successor statute of general application; or
(B) A comparable order under federal, state, or foreign law governing insolvency;
(4) "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee;
(5) "Family partnership" means a partnership subject to a written partnership agreement entered into, or amended with consent of all partners, on or after July 1, 2024, in which, at the relevant time, members of the same family hold, in the aggregate, at least fifty percent (50%) of the interests in the partnership's profits or capital;
(6) "Foreign limited liability partnership," "foreign registered limited liability partnership" or a limited liability partnership or registered limited liability partnership that is designated as "foreign" means a partnership that: (A) Is formed under the laws of any jurisdiction other than the state of Tennessee; and (B) Has the status of a limited liability partnership under those laws;
(A) Is formed under the laws of any jurisdiction other than the state of Tennessee; and
(B) Has the status of a limited liability partnership under those laws;
(7) "Limited liability partnership," "registered limited liability partnership" or a limited liability partnership or registered limited liability partnership that is designated as "domestic" means a partnership that has filed an application for registration as a registered limited liability partnership under § 61-1-1001 and does not have a similar statement in effect in any other jurisdiction;
(8) "Members of the same family": (A) Means: (i) A group of two (2) or more individuals who bear a relationship to a common relative through one (1) of the following relationships: (a) A spouse or former spouse of the common relative; (b) An ancestor or lineal descendant of the common relative; (c) An ancestor of the spouse or former spouse of the common relative; (d) A brother or sister of the common relative; (e) A lineal descendant of any individual described in subdivision (8)(A)(i) (d) ; (f) A spouse or former spouse of any individual described in subdivisions (8)(A)(i) (b)-(e) ; or (g) A lineal descendant of any individual described in subdivision (8)(A)(i) (f) ; and (ii) For the purpose of determining "members of the same family": (a) Relationship by adoption is treated the same as relationship by blood; (b) An interest held by any entity that is related, within the meaning of §§ 267(b) and 707(b) of the Internal Revenue Code ( 26 U.S.C. §§ 267(b) and 707(b) ), as amended, to an individual is deemed to be held by the individual; (c) The common relative need not be a partner; (d) The common relative need not be living, but, if deceased, must not be more than four (4) generations removed from the youngest generation of individuals who would, but for this subdivision (8)(A)(ii) (d) , be members of the same family; and (e) For purposes of this subdivision (8), "fiduciary," as used in § 267(b) of the Internal Revenue Code, is treated as a trust and an entity; (B) Does not include: (i) A partnership operating without a written partnership agreement; or (ii) A partnership operating under a written partnership agreement executed prior to July 1, 2024, that is not subsequently amended with the consent of all partners;
(A) Means: (i) A group of two (2) or more individuals who bear a relationship to a common relative through one (1) of the following relationships: (a) A spouse or former spouse of the common relative; (b) An ancestor or lineal descendant of the common relative; (c) An ancestor of the spouse or former spouse of the common relative; (d) A brother or sister of the common relative; (e) A lineal descendant of any individual described in subdivision (8)(A)(i) (d) ; (f) A spouse or former spouse of any individual described in subdivisions (8)(A)(i) (b)-(e) ; or (g) A lineal descendant of any individual described in subdivision (8)(A)(i) (f) ; and (ii) For the purpose of determining "members of the same family": (a) Relationship by adoption is treated the same as relationship by blood; (b) An interest held by any entity that is related, within the meaning of §§ 267(b) and 707(b) of the Internal Revenue Code ( 26 U.S.C. §§ 267(b) and 707(b) ), as amended, to an individual is deemed to be held by the individual; (c) The common relative need not be a partner; (d) The common relative need not be living, but, if deceased, must not be more than four (4) generations removed from the youngest generation of individuals who would, but for this subdivision (8)(A)(ii) (d) , be members of the same family; and (e) For purposes of this subdivision (8), "fiduciary," as used in § 267(b) of the Internal Revenue Code, is treated as a trust and an entity;
(i) A group of two (2) or more individuals who bear a relationship to a common relative through one (1) of the following relationships: (a) A spouse or former spouse of the common relative; (b) An ancestor or lineal descendant of the common relative; (c) An ancestor of the spouse or former spouse of the common relative; (d) A brother or sister of the common relative; (e) A lineal descendant of any individual described in subdivision (8)(A)(i) (d) ; (f) A spouse or former spouse of any individual described in subdivisions (8)(A)(i) (b)-(e) ; or (g) A lineal descendant of any individual described in subdivision (8)(A)(i) (f) ; and
(a) A spouse or former spouse of the common relative;
(b) An ancestor or lineal descendant of the common relative;
(c) An ancestor of the spouse or former spouse of the common relative;
(d) A brother or sister of the common relative;
(e) A lineal descendant of any individual described in subdivision (8)(A)(i) (d) ;
(f) A spouse or former spouse of any individual described in subdivisions (8)(A)(i) (b)-(e) ; or
(g) A lineal descendant of any individual described in subdivision (8)(A)(i) (f) ; and
(ii) For the purpose of determining "members of the same family": (a) Relationship by adoption is treated the same as relationship by blood; (b) An interest held by any entity that is related, within the meaning of §§ 267(b) and 707(b) of the Internal Revenue Code ( 26 U.S.C. §§ 267(b) and 707(b) ), as amended, to an individual is deemed to be held by the individual; (c) The common relative need not be a partner; (d) The common relative need not be living, but, if deceased, must not be more than four (4) generations removed from the youngest generation of individuals who would, but for this subdivision (8)(A)(ii) (d) , be members of the same family; and (e) For purposes of this subdivision (8), "fiduciary," as used in § 267(b) of the Internal Revenue Code, is treated as a trust and an entity;
(a) Relationship by adoption is treated the same as relationship by blood;
(b) An interest held by any entity that is related, within the meaning of §§ 267(b) and 707(b) of the Internal Revenue Code ( 26 U.S.C. §§ 267(b) and 707(b) ), as amended, to an individual is deemed to be held by the individual;
(c) The common relative need not be a partner;
(d) The common relative need not be living, but, if deceased, must not be more than four (4) generations removed from the youngest generation of individuals who would, but for this subdivision (8)(A)(ii) (d) , be members of the same family; and
(e) For purposes of this subdivision (8), "fiduciary," as used in § 267(b) of the Internal Revenue Code, is treated as a trust and an entity;
(B) Does not include: (i) A partnership operating without a written partnership agreement; or (ii) A partnership operating under a written partnership agreement executed prior to July 1, 2024, that is not subsequently amended with the consent of all partners;
(i) A partnership operating without a written partnership agreement; or
(ii) A partnership operating under a written partnership agreement executed prior to July 1, 2024, that is not subsequently amended with the consent of all partners;
(9) "Partnership" means an association of two (2) or more persons to carry on as co-owners of a business or other undertaking for profit formed under § 61-1-202 , predecessor law, or comparable law of another jurisdiction;
(10) "Partnership agreement" means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement;
(11) "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking;
(12) "Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights;
(13) "Person" means an individual, corporation, limited liability company, business trust, estate, trust, partnership (whether general or limited), association, joint venture, government, governmental subdivision, agency, or instrumentality, custodian, nominee or any other individual or entity in its own or any representative capacity, or any other legal or commercial entity;
(14) "Property" means all property, real, personal, or mixed, tangible or intangible, or any interest therein;
(15) "Secretary of state" means the secretary of state of Tennessee;
(16) "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States;
(17) "Statement" means a statement of partnership authority under § 61-1-303 , a statement of denial under § 61-1-304 , a statement of dissociation under § 61-1-704 , a statement of dissolution under § 61-1-805 , a statement of merger under § 61-1-907 , or an amendment or cancellation of any of the foregoing;
(18) "Tax clearance for termination or withdrawal" means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that a limited liability partnership or a foreign limited liability partnership has filed all applicable reports, including, but not limited to, a final report, and has paid all fees, penalties and taxes as required by the revenue laws of this state; and
(19) "Transfer" means an assignment, conveyance, lease, mortgage, deed, and encumbrance.
Amended by 2024 Tenn. Acts, ch. 695,s 8, eff. 7/1/2024.
Acts 2001, ch. 353; 2010 , ch. 741, § 48; 2010 , ch. 742, §§ 8, 9.
Tenn. Code Ann. § 61-1-503 — TN Code / Title 61 / Chapter 1 / Section 61-1-503
Transfer of partner's transferable interest
Status: in_force

(a) A transfer, in whole or in part, of a partner's transferable interest in the partnership: (1) Is permissible; (2) Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and (3) Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records. (b) A transferee of a partner's transferable interest in the partnership has a right: (1) To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; (2) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and (3) To seek under § 61-1-801(6) a judicial determination that it is equitable to wind up the partnership business. (c) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners. (d) Upon transfer, the transferor retains the rights and duties of a partner other than the transferable interest so transferred. (e) A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer. (f) A transfer of a partner's transferable interest in the partnership in violation of a restriction or prohibition on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer. Acts 2001, ch. 353.
(a) A transfer, in whole or in part, of a partner's transferable interest in the partnership: (1) Is permissible; (2) Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and (3) Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.
(1) Is permissible;
(2) Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and
(3) Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.
(b) A transferee of a partner's transferable interest in the partnership has a right: (1) To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; (2) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and (3) To seek under § 61-1-801(6) a judicial determination that it is equitable to wind up the partnership business.
(1) To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;
(2) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and
(3) To seek under § 61-1-801(6) a judicial determination that it is equitable to wind up the partnership business.
(c) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.
(d) Upon transfer, the transferor retains the rights and duties of a partner other than the transferable interest so transferred.
(e) A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer.
(f) A transfer of a partner's transferable interest in the partnership in violation of a restriction or prohibition on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-1-1001 — TN Code / Title 61 / Chapter 1 / Section 61-1-1001
Application process - Registered limited liability partnership
Status: in_force

(a) To become a registered limited liability partnership, a partnership must file with the secretary of state an application stating the name of the partnership; the address of its principal office, and a mailing address such as a post office box if the United States postal service does not deliver to the principal office if the partnership's principal office is not located in this state; the address of a registered office and the name and address of a registered agent for service of process in this state, which the partnership is required to maintain; a brief statement of the business in which the partnership engages; other matters that the partnership determines to include; other information as required by the secretary of state; and that the partnership is applying for status as a registered limited liability partnership. (b) The application must be executed by one (1) or more partners authorized to execute an application. The registration of a general partnership or limited partnership as a registered limited liability partnership must be approved by a majority of the partners or as otherwise provided in the partnership agreement, or in the case of a limited partnership, by all of the partners, notwithstanding any provision to the contrary in the limited partnership agreement, unless such limited partnership was formed after July 1, 1995, and the original agreement of limited partnership provided for a conversion or a procedure of conversion of the limited partnership to a registered limited liability partnership without the consent of all partners, in which case the approval or procedure under the original limited partnership agreement shall be sufficient. (c) The application must be accompanied by a fee of fifty dollars ($50.00) for each partner on the date of filing, subject to a minimum of two hundred fifty dollars ($250) and a maximum of two thousand five hundred dollars ($2,500). (d) The secretary of state shall register as a registered limited liability partnership any partnership that submits a completed application with the required fee. (e) A partnership registered under this section shall pay, in each year following the year in which its application is filed, on a date specified by the secretary of state, an annual fee of fifty dollars ($50.00) for each partner on the date of filing, subject to a minimum of two hundred fifty dollars ($250) and a maximum of two thousand five hundred dollars ($2,500). The fee must be accompanied by a notice, on a form provided by the secretary of state, of any material changes in the information contained in the partnership's application for registration. (f) A partnership becomes a registered limited liability partnership at the time of the filing of the application, or at a later time as is specified in the application, if there has been substantial compliance with this chapter. Registration remains effective until: (1) The secretary of state files a written withdrawal statement or other similar document: (A) Executed and submitted by one (1) or more partners authorized to execute a withdrawal statement, which shall be accompanied by a fee of twenty dollars ($20.00); and (B) Accompanied by a tax clearance for termination confirmation of good standing by the department of revenue; or withdrawal relative to such registered limited liability partnership; or (2) Sixty (60) days after the secretary of state mails to the partnership at its last address of record a notice that the partnership has failed to make timely payment of the annual fee specified in subsection (e), unless the fee is paid within the sixty-day period. (g) The status of a partnership as a registered limited liability partnership and the liability of the partners of the partnership is not affected by: (1) Errors in the information stated in an application under subsection (a) or a notice under subsection (e); or (2) Changes after the filing of such an application or notice in the information stated in the application or notice. (h) The secretary of state may require specific forms and filing methods for documents filed under this chapter. (i) A partnership that registers as a registered limited liability partnership is not deemed to have dissolved as a result of such registration and is for all purposes the same partnership that existed before the registration and continues to be a partnership under the laws of this state. (j) If a registered limited liability partnership dissolves and the business of the partnership is continued without winding up or liquidation of the partnership affairs, the partnership that continues the business of the dissolved partnership is a registered limited liability partnership and is not required to file a new application and is deemed to have filed any documents required or permitted under this chapter which were filed by the predecessor partnership. (k) If a registered limited liability partnership dissolves and the business of the partnership is not continued, then during the wind up or liquidation period the partners of such partnership shall continue to be subject to § 61-1-306(c)-(f) . (l) lf a partnership registers as a registered limited liability partnership, a partner (in the case of a general partnership), or a general partner (in the case of a limited partnership) remains liable for an obligation incurred by the partnership before the partnership registered as a registered limited liability partnership. The partner's liability for obligations and liabilities of the registered limited liability partnership incurred after registration is as provided in § 61-1-306 . (m) The fact that an application or notice is on file in the office of the secretary of state is notice that the partnership is a registered limited liability partnership and is notice of all other facts set forth in the application or notice. (n) A registered limited liability partnership may amend its registration by filing with the secretary of state a statement of amendment containing the name of the partnership, the address of its principal office or registered office in this state, and the amendment. The statement of amendment shall be accompanied by a fee of twenty dollars ($20.00). (o) The secretary of state may furnish, upon request and payment of a fee of twenty dollars ($20.00), a certificate of good standing indicating confirmation that a registered limited liability partnership is registered active and in good standing. Amended by 2020 Tenn. Acts, ch. 719, Secs.s25, s26 eff. 6/22/2020. Amended by 2018 Tenn. Acts, ch. 575, Secs.s 36, s 37, s 38, s 39, s 40 eff. 3/16/2018. Amended by 2017 Tenn. Acts, ch. 440, s 2, eff. 1/1/2018. Amended by 2014 Tenn. Acts, ch. 783, s 19, eff. 7/1/2014. Acts 1995, ch. 400, § 9; 1998, ch. 890, § 5; 2001, ch. 353; T.C.A., § 61-1-143; Acts 2009 , ch. 354, § 1; 2010 , ch. 741, § 49.
(a) To become a registered limited liability partnership, a partnership must file with the secretary of state an application stating the name of the partnership; the address of its principal office, and a mailing address such as a post office box if the United States postal service does not deliver to the principal office if the partnership's principal office is not located in this state; the address of a registered office and the name and address of a registered agent for service of process in this state, which the partnership is required to maintain; a brief statement of the business in which the partnership engages; other matters that the partnership determines to include; other information as required by the secretary of state; and that the partnership is applying for status as a registered limited liability partnership.
(b) The application must be executed by one (1) or more partners authorized to execute an application. The registration of a general partnership or limited partnership as a registered limited liability partnership must be approved by a majority of the partners or as otherwise provided in the partnership agreement, or in the case of a limited partnership, by all of the partners, notwithstanding any provision to the contrary in the limited partnership agreement, unless such limited partnership was formed after July 1, 1995, and the original agreement of limited partnership provided for a conversion or a procedure of conversion of the limited partnership to a registered limited liability partnership without the consent of all partners, in which case the approval or procedure under the original limited partnership agreement shall be sufficient.
(c) The application must be accompanied by a fee of fifty dollars ($50.00) for each partner on the date of filing, subject to a minimum of two hundred fifty dollars ($250) and a maximum of two thousand five hundred dollars ($2,500).
(d) The secretary of state shall register as a registered limited liability partnership any partnership that submits a completed application with the required fee.
(e) A partnership registered under this section shall pay, in each year following the year in which its application is filed, on a date specified by the secretary of state, an annual fee of fifty dollars ($50.00) for each partner on the date of filing, subject to a minimum of two hundred fifty dollars ($250) and a maximum of two thousand five hundred dollars ($2,500). The fee must be accompanied by a notice, on a form provided by the secretary of state, of any material changes in the information contained in the partnership's application for registration.
(f) A partnership becomes a registered limited liability partnership at the time of the filing of the application, or at a later time as is specified in the application, if there has been substantial compliance with this chapter. Registration remains effective until: (1) The secretary of state files a written withdrawal statement or other similar document: (A) Executed and submitted by one (1) or more partners authorized to execute a withdrawal statement, which shall be accompanied by a fee of twenty dollars ($20.00); and (B) Accompanied by a tax clearance for termination confirmation of good standing by the department of revenue; or withdrawal relative to such registered limited liability partnership; or (2) Sixty (60) days after the secretary of state mails to the partnership at its last address of record a notice that the partnership has failed to make timely payment of the annual fee specified in subsection (e), unless the fee is paid within the sixty-day period.
(1) The secretary of state files a written withdrawal statement or other similar document: (A) Executed and submitted by one (1) or more partners authorized to execute a withdrawal statement, which shall be accompanied by a fee of twenty dollars ($20.00); and (B) Accompanied by a tax clearance for termination confirmation of good standing by the department of revenue; or withdrawal relative to such registered limited liability partnership; or
(A) Executed and submitted by one (1) or more partners authorized to execute a withdrawal statement, which shall be accompanied by a fee of twenty dollars ($20.00); and
(B) Accompanied by a tax clearance for termination confirmation of good standing by the department of revenue; or withdrawal relative to such registered limited liability partnership; or
(2) Sixty (60) days after the secretary of state mails to the partnership at its last address of record a notice that the partnership has failed to make timely payment of the annual fee specified in subsection (e), unless the fee is paid within the sixty-day period.
(g) The status of a partnership as a registered limited liability partnership and the liability of the partners of the partnership is not affected by: (1) Errors in the information stated in an application under subsection (a) or a notice under subsection (e); or (2) Changes after the filing of such an application or notice in the information stated in the application or notice.
(1) Errors in the information stated in an application under subsection (a) or a notice under subsection (e); or
(2) Changes after the filing of such an application or notice in the information stated in the application or notice.
(h) The secretary of state may require specific forms and filing methods for documents filed under this chapter.
(i) A partnership that registers as a registered limited liability partnership is not deemed to have dissolved as a result of such registration and is for all purposes the same partnership that existed before the registration and continues to be a partnership under the laws of this state.
(j) If a registered limited liability partnership dissolves and the business of the partnership is continued without winding up or liquidation of the partnership affairs, the partnership that continues the business of the dissolved partnership is a registered limited liability partnership and is not required to file a new application and is deemed to have filed any documents required or permitted under this chapter which were filed by the predecessor partnership.
(k) If a registered limited liability partnership dissolves and the business of the partnership is not continued, then during the wind up or liquidation period the partners of such partnership shall continue to be subject to § 61-1-306(c)-(f) .
(l) lf a partnership registers as a registered limited liability partnership, a partner (in the case of a general partnership), or a general partner (in the case of a limited partnership) remains liable for an obligation incurred by the partnership before the partnership registered as a registered limited liability partnership. The partner's liability for obligations and liabilities of the registered limited liability partnership incurred after registration is as provided in § 61-1-306 .
(m) The fact that an application or notice is on file in the office of the secretary of state is notice that the partnership is a registered limited liability partnership and is notice of all other facts set forth in the application or notice.
(n) A registered limited liability partnership may amend its registration by filing with the secretary of state a statement of amendment containing the name of the partnership, the address of its principal office or registered office in this state, and the amendment. The statement of amendment shall be accompanied by a fee of twenty dollars ($20.00).
(o) The secretary of state may furnish, upon request and payment of a fee of twenty dollars ($20.00), a certificate of good standing indicating confirmation that a registered limited liability partnership is registered active and in good standing.
Amended by 2020 Tenn. Acts, ch. 719, Secs.s25, s26 eff. 6/22/2020.
Amended by 2018 Tenn. Acts, ch. 575, Secs.s 36, s 37, s 38, s 39, s 40 eff. 3/16/2018.
Amended by 2017 Tenn. Acts, ch. 440, s 2, eff. 1/1/2018.
Amended by 2014 Tenn. Acts, ch. 783, s 19, eff. 7/1/2014.
Acts 1995, ch. 400, § 9; 1998, ch. 890, § 5; 2001, ch. 353; T.C.A., § 61-1-143; Acts 2009 , ch. 354, § 1; 2010 , ch. 741, § 49.
Tenn. Code Ann. § 61-3-904 — TN Code / Title 61 / Chapter 3 / Section 61-3-904
Pleading
Status: in_force

In a derivative action, the complaint must state with particularity: (1) The date and content of plaintiff's demand and the response to the demand by the general partner; or (2) Why demand should be excused as futile. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
In a derivative action, the complaint must state with particularity:
(1) The date and content of plaintiff's demand and the response to the demand by the general partner; or
(2) Why demand should be excused as futile.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-902 — TN Code / Title 61 / Chapter 2 / Section 61-2-902
Registration required - Application
Status: in_force

(a) Before doing business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state: (1) An original copy executed by a general partner of an application for registration as a foreign limited partnership, setting forth: (A) The name of the foreign limited partnership and, if different, the name under which it proposes to register and do business in this state; (B) The jurisdiction where organized, the date of its organization and a statement from a general partner that, as of the date of filing, the foreign limited partnership validly exists as a limited partnership under the laws of the jurisdiction of its organization; (C) The nature of the business or purposes to be conducted or promoted in this state; (D) The street address and zip code of its registered office in this state, the county in which that office is located, and the name of its registered agent at that office; (E) The street address, including the zip code, of its principal office (and a mailing address such as a post office box if the United States postal service does not deliver to the principal office); (F) The name and business, residence or mailing address and zip code of each of the general partners; and (G) The date on which the foreign limited partnership first did, or intends to do, business in this state; (2) The foreign limited partnership shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the secretary of state or other official having custody of limited partnership records in the jurisdiction under whose law it is formed. The certificate shall not bear a date of more than two (2) months prior to the date the application is filed in this state; and (3) A fee as set forth in § 61-2-1207(a)(5) . (b) A partnership (general or limited) or corporation formed or organized under the laws of any foreign jurisdiction or the laws of any state other than this state shall not be deemed to be doing business in Tennessee solely by reason of its being a partner in a domestic or registered foreign limited partnership. (c) If the secretary of state determines upon registration that a foreign limited partnership has been doing business in this state for a period of one (1) year or more prior to applying for registration, then the secretary of state shall require the foreign limited partnership to submit a confirmation of good standing relative to such foreign limited partnership. Amended by 2014 Tenn. Acts, ch. 783, s 23, eff. 7/1/2014. Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 72, 73; 1991, ch. 189, § 1; 2010 , ch. 741, § 54.
(a) Before doing business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state: (1) An original copy executed by a general partner of an application for registration as a foreign limited partnership, setting forth: (A) The name of the foreign limited partnership and, if different, the name under which it proposes to register and do business in this state; (B) The jurisdiction where organized, the date of its organization and a statement from a general partner that, as of the date of filing, the foreign limited partnership validly exists as a limited partnership under the laws of the jurisdiction of its organization; (C) The nature of the business or purposes to be conducted or promoted in this state; (D) The street address and zip code of its registered office in this state, the county in which that office is located, and the name of its registered agent at that office; (E) The street address, including the zip code, of its principal office (and a mailing address such as a post office box if the United States postal service does not deliver to the principal office); (F) The name and business, residence or mailing address and zip code of each of the general partners; and (G) The date on which the foreign limited partnership first did, or intends to do, business in this state; (2) The foreign limited partnership shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the secretary of state or other official having custody of limited partnership records in the jurisdiction under whose law it is formed. The certificate shall not bear a date of more than two (2) months prior to the date the application is filed in this state; and (3) A fee as set forth in § 61-2-1207(a)(5) .
(1) An original copy executed by a general partner of an application for registration as a foreign limited partnership, setting forth: (A) The name of the foreign limited partnership and, if different, the name under which it proposes to register and do business in this state; (B) The jurisdiction where organized, the date of its organization and a statement from a general partner that, as of the date of filing, the foreign limited partnership validly exists as a limited partnership under the laws of the jurisdiction of its organization; (C) The nature of the business or purposes to be conducted or promoted in this state; (D) The street address and zip code of its registered office in this state, the county in which that office is located, and the name of its registered agent at that office; (E) The street address, including the zip code, of its principal office (and a mailing address such as a post office box if the United States postal service does not deliver to the principal office); (F) The name and business, residence or mailing address and zip code of each of the general partners; and (G) The date on which the foreign limited partnership first did, or intends to do, business in this state;
(A) The name of the foreign limited partnership and, if different, the name under which it proposes to register and do business in this state;
(B) The jurisdiction where organized, the date of its organization and a statement from a general partner that, as of the date of filing, the foreign limited partnership validly exists as a limited partnership under the laws of the jurisdiction of its organization;
(C) The nature of the business or purposes to be conducted or promoted in this state;
(D) The street address and zip code of its registered office in this state, the county in which that office is located, and the name of its registered agent at that office;
(E) The street address, including the zip code, of its principal office (and a mailing address such as a post office box if the United States postal service does not deliver to the principal office);
(F) The name and business, residence or mailing address and zip code of each of the general partners; and
(G) The date on which the foreign limited partnership first did, or intends to do, business in this state;
(2) The foreign limited partnership shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the secretary of state or other official having custody of limited partnership records in the jurisdiction under whose law it is formed. The certificate shall not bear a date of more than two (2) months prior to the date the application is filed in this state; and
(3) A fee as set forth in § 61-2-1207(a)(5) .
(b) A partnership (general or limited) or corporation formed or organized under the laws of any foreign jurisdiction or the laws of any state other than this state shall not be deemed to be doing business in Tennessee solely by reason of its being a partner in a domestic or registered foreign limited partnership.
(c) If the secretary of state determines upon registration that a foreign limited partnership has been doing business in this state for a period of one (1) year or more prior to applying for registration, then the secretary of state shall require the foreign limited partnership to submit a confirmation of good standing relative to such foreign limited partnership.
Amended by 2014 Tenn. Acts, ch. 783, s 23, eff. 7/1/2014.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 72, 73; 1991, ch. 189, § 1; 2010 , ch. 741, § 54.
Tenn. Code Ann. § 61-3-201 — TN Code / Title 61 / Chapter 3 / Section 61-3-201
Formation of limited partnership - Certificate of limited partnership
Status: in_force

(a) To form a limited partnership, a person must deliver a certificate of limited partnership to the secretary of state for filing. (b) A certificate of limited partnership must state: (1) The name of the limited partnership, that complies with § 61-3-112 ; (2) The street and mailing addresses of the partnership's principal office; the address of its principal office, and a mailing address such as a post office box if the United States postal service does not deliver to the principal office; (3) If the partnership's principal office is not located in this state, the address of a registered office and the name and address of a registered agent for service of process in this state, which the partnership is required to maintain; the name of the limited partnership's initial registered agent and street and addresses in this state of the partnership's registered office and the county in which the registered office is located; (4) The name and street and mailing addresses of each general partner, and a mailing address such as a post office box if the United States postal service does not deliver to the general partner's address; and (5) Whether the limited partnership is a limited liability limited partnership. (c) A certificate of limited partnership may contain statements as to matters other than those required by subsection (b), but must not vary or otherwise affect § 61-3-104(c) and (d) in a manner inconsistent with that section. (d) The partnership agreement must not be filed. (e) A limited partnership is formed when: (1) The initial certificate of limited partnership is filed with the secretary of state or at any later date or time specified in the certificate of limited partnership in accordance with and subject to § 61-3-207 ; (2) At least two (2) persons have become partners; (3) At least one (1) person has become a general partner; and (4) At least one (1) person has become a limited partner. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
(a) To form a limited partnership, a person must deliver a certificate of limited partnership to the secretary of state for filing.
(b) A certificate of limited partnership must state: (1) The name of the limited partnership, that complies with § 61-3-112 ; (2) The street and mailing addresses of the partnership's principal office; the address of its principal office, and a mailing address such as a post office box if the United States postal service does not deliver to the principal office; (3) If the partnership's principal office is not located in this state, the address of a registered office and the name and address of a registered agent for service of process in this state, which the partnership is required to maintain; the name of the limited partnership's initial registered agent and street and addresses in this state of the partnership's registered office and the county in which the registered office is located; (4) The name and street and mailing addresses of each general partner, and a mailing address such as a post office box if the United States postal service does not deliver to the general partner's address; and (5) Whether the limited partnership is a limited liability limited partnership.
(1) The name of the limited partnership, that complies with § 61-3-112 ;
(2) The street and mailing addresses of the partnership's principal office; the address of its principal office, and a mailing address such as a post office box if the United States postal service does not deliver to the principal office;
(3) If the partnership's principal office is not located in this state, the address of a registered office and the name and address of a registered agent for service of process in this state, which the partnership is required to maintain; the name of the limited partnership's initial registered agent and street and addresses in this state of the partnership's registered office and the county in which the registered office is located;
(4) The name and street and mailing addresses of each general partner, and a mailing address such as a post office box if the United States postal service does not deliver to the general partner's address; and
(5) Whether the limited partnership is a limited liability limited partnership.
(c) A certificate of limited partnership may contain statements as to matters other than those required by subsection (b), but must not vary or otherwise affect § 61-3-104(c) and (d) in a manner inconsistent with that section.
(d) The partnership agreement must not be filed.
(e) A limited partnership is formed when: (1) The initial certificate of limited partnership is filed with the secretary of state or at any later date or time specified in the certificate of limited partnership in accordance with and subject to § 61-3-207 ; (2) At least two (2) persons have become partners; (3) At least one (1) person has become a general partner; and (4) At least one (1) person has become a limited partner.
(1) The initial certificate of limited partnership is filed with the secretary of state or at any later date or time specified in the certificate of limited partnership in accordance with and subject to § 61-3-207 ;
(2) At least two (2) persons have become partners;
(3) At least one (1) person has become a general partner; and
(4) At least one (1) person has become a limited partner.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-116 — TN Code / Title 61 / Chapter 3 / Section 61-3-116
Change of registered agent or address for registered agent by limited partnership
Status: in_force

(a) A limited partnership or registered foreign limited partnership may change its registered agent or the address of its registered agent by delivering to the secretary of state for filing a statement of change that states: (1) The name of the limited partnership or registered foreign limited partnership; (2) The street address of its current registered office; (3) If the current registered office is to be changed, the street address of the new registered office and zip code for the office, and the county in which the office is located; (4) The name of its current registered agent; and (5) If the current registered agent is to be changed, the name of the new registered agent. (b) The general or limited partners of a limited partnership need not approve the delivery to the secretary of state for filing of: (1) A statement of change under this section; or (2) A similar filing changing the registered agent or registered office, if any, of the partnership in any other jurisdiction. (c) A statement of change under this section designating a new registered agent is an affirmation of fact by the limited partnership or registered foreign limited partnership that the agent has consented to serve. (d) As an alternative to using the procedure in this section, a limited partnership may amend its certificate of limited partnership. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A limited partnership or registered foreign limited partnership may change its registered agent or the address of its registered agent by delivering to the secretary of state for filing a statement of change that states: (1) The name of the limited partnership or registered foreign limited partnership; (2) The street address of its current registered office; (3) If the current registered office is to be changed, the street address of the new registered office and zip code for the office, and the county in which the office is located; (4) The name of its current registered agent; and (5) If the current registered agent is to be changed, the name of the new registered agent.
(1) The name of the limited partnership or registered foreign limited partnership;
(2) The street address of its current registered office;
(3) If the current registered office is to be changed, the street address of the new registered office and zip code for the office, and the county in which the office is located;
(4) The name of its current registered agent; and
(5) If the current registered agent is to be changed, the name of the new registered agent.
(b) The general or limited partners of a limited partnership need not approve the delivery to the secretary of state for filing of: (1) A statement of change under this section; or (2) A similar filing changing the registered agent or registered office, if any, of the partnership in any other jurisdiction.
(1) A statement of change under this section; or
(2) A similar filing changing the registered agent or registered office, if any, of the partnership in any other jurisdiction.
(c) A statement of change under this section designating a new registered agent is an affirmation of fact by the limited partnership or registered foreign limited partnership that the agent has consented to serve.
(d) As an alternative to using the procedure in this section, a limited partnership may amend its certificate of limited partnership.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-108 — TN Code / Title 61 / Chapter 2 / Section 61-2-108
Rights and obligations of partner
Status: in_force

Except as provided in the partnership agreement, a partner may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume one (1) or more specific obligations of, provide collateral for, and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner. Acts 1988, ch. 922, § 1; 1989, ch. 270, § 9.
Except as provided in the partnership agreement, a partner may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume one (1) or more specific obligations of, provide collateral for, and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 9.
Tenn. Code Ann. § 61-1-601 — TN Code / Title 61 / Chapter 1 / Section 61-1-601
Events causing partner's dissociation
Status: in_force

A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) The partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner; (2) An event agreed to in the partnership agreement as causing the partner's dissociation; (3) The partner's expulsion pursuant to the partnership agreement; (4) The partner's expulsion by the unanimous vote of the other partners if: (A) It is unlawful to carry on the partnership business with that partner; (B) There has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes, or a court order charging the partner's interest, which has not been foreclosed; (C) Within ninety (90) days after the partnership notifies a corporate partner or limited liability company partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter, articles of organization or equivalent has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation or organization, there is no revocation of the certificate of dissolution or no reinstatement of its charter, articles of organization or equivalent or its right to conduct business; or (D) A partnership that is a partner has been dissolved and its business is being wound up; (5) On application by the partnership or another partner, the partner's expulsion by judicial determination because: (A) The partner engaged in wrongful conduct that adversely and materially affected the partnership business; (B) The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under § 61-1-404 ; or (C) The partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner; (6) The partner's: (A) Becoming a debtor in bankruptcy; (B) Executing an assignment for the benefit of creditors; (C) Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner's property; or (D) Failing, within ninety (90) days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence, or failing within ninety (90) days after the expiration of a stay to have the appointment vacated; (7) In the case of a partner who is an individual: (A) The partner's death; (B) The appointment of a guardian or general conservator for the partner; or (C) A judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement; (8) In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee; (9) In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative; or (10) Termination of a partner who is not an individual, partnership, corporation, limited liability company, trust, or estate. Acts 2001, ch. 353.
A partner is dissociated from a partnership upon the occurrence of any of the following events:
(1) The partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner;
(2) An event agreed to in the partnership agreement as causing the partner's dissociation;
(3) The partner's expulsion pursuant to the partnership agreement;
(4) The partner's expulsion by the unanimous vote of the other partners if: (A) It is unlawful to carry on the partnership business with that partner; (B) There has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes, or a court order charging the partner's interest, which has not been foreclosed; (C) Within ninety (90) days after the partnership notifies a corporate partner or limited liability company partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter, articles of organization or equivalent has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation or organization, there is no revocation of the certificate of dissolution or no reinstatement of its charter, articles of organization or equivalent or its right to conduct business; or (D) A partnership that is a partner has been dissolved and its business is being wound up;
(A) It is unlawful to carry on the partnership business with that partner;
(B) There has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes, or a court order charging the partner's interest, which has not been foreclosed;
(C) Within ninety (90) days after the partnership notifies a corporate partner or limited liability company partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter, articles of organization or equivalent has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation or organization, there is no revocation of the certificate of dissolution or no reinstatement of its charter, articles of organization or equivalent or its right to conduct business; or
(D) A partnership that is a partner has been dissolved and its business is being wound up;
(5) On application by the partnership or another partner, the partner's expulsion by judicial determination because: (A) The partner engaged in wrongful conduct that adversely and materially affected the partnership business; (B) The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under § 61-1-404 ; or (C) The partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner;
(A) The partner engaged in wrongful conduct that adversely and materially affected the partnership business;
(B) The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under § 61-1-404 ; or
(C) The partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner;
(6) The partner's: (A) Becoming a debtor in bankruptcy; (B) Executing an assignment for the benefit of creditors; (C) Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner's property; or (D) Failing, within ninety (90) days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence, or failing within ninety (90) days after the expiration of a stay to have the appointment vacated;
(A) Becoming a debtor in bankruptcy;
(B) Executing an assignment for the benefit of creditors;
(C) Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner's property; or
(D) Failing, within ninety (90) days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence, or failing within ninety (90) days after the expiration of a stay to have the appointment vacated;
(7) In the case of a partner who is an individual: (A) The partner's death; (B) The appointment of a guardian or general conservator for the partner; or (C) A judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement;
(A) The partner's death;
(B) The appointment of a guardian or general conservator for the partner; or
(C) A judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement;
(8) In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee;
(9) In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative; or
(10) Termination of a partner who is not an individual, partnership, corporation, limited liability company, trust, or estate.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-2-904 — TN Code / Title 61 / Chapter 2 / Section 61-2-904
Name - Registered office and agent
Status: in_force

(a) A foreign limited partnership may register with the secretary of state under any name (whether or not it is the name under which it is registered in the jurisdiction of its organization) that includes the words "Limited Partnership" or the abbreviation "L.P." and that could be registered by a domestic limited partnership. (b) Except as authorized by subsection (c), the name of a foreign limited partnership that registers to do business in this state, shall be distinguishable upon the records of the secretary of state from the respective names of or for every other entity, whether true, assumed, reserved or registered, to the extent the use or reservation of such names is evidenced by a filing with the secretary of state under applicable law. (c) A foreign limited partnership may apply to the secretary of state for authorization to use a name that is not distinguishable upon his records from one (1) or more of the names described in subsection (b). The secretary of state shall authorize use of the name applied for if: (1) The person holding the right to use the previously filed name described in subsection (b) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant; (2) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state; or (3) The person holding the right to use the previously filed name described in subsection (b) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent. (d) Each foreign limited partnership shall continuously maintain in this state: (1) A registered office which may but need not be a place of its business in this state; and (2) A registered agent who maintains an office at the same street address as the registered office, and who may be: (A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or (B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state. (e) A foreign limited partnership authorized to transact business in this state may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth: (1) Its name; (2) The street address, including the zip code, of its current registered office; (3) If the current registered office is to be changed, the street address, including the zip code, of its new registered office and the county in which the office is located; (4) The name of its current registered agent; (5) If the current registered agent is to be changed, the name of its new registered agent; and (6) That after the change or changes are made, the street addresses, including zip codes, of its registered office and the business office of its registered agent will be identical. (f) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any foreign limited partnership for which he is a registered agent by notifying the limited partnership in writing of the change and signing (either manually or in facsimile) and delivering to the secretary of state for filing a statement of change that complies with the requirements of subsection (e) and recites that the limited partnership has been notified of the change. (g) Each foreign limited partnership authorized to transact business in this state shall comply with § 61-2-104(e) . (h) The registered agent of a foreign limited partnership may resign his agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by his certification that he has mailed a copy thereof to the principal office of the limited partnership by certified mail. The statement or resignation may include a statement that the registered office is also discontinued. 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. Amended by 2023 Tenn. Acts, ch. 102,s 9, eff. 7/1/2023. Acts 1988, ch. 922, § 1; 1989, ch. 270, § 74; 2010 , ch. 743, §§ 13, 14.
(a) A foreign limited partnership may register with the secretary of state under any name (whether or not it is the name under which it is registered in the jurisdiction of its organization) that includes the words "Limited Partnership" or the abbreviation "L.P." and that could be registered by a domestic limited partnership.
(b) Except as authorized by subsection (c), the name of a foreign limited partnership that registers to do business in this state, shall be distinguishable upon the records of the secretary of state from the respective names of or for every other entity, whether true, assumed, reserved or registered, to the extent the use or reservation of such names is evidenced by a filing with the secretary of state under applicable law.
(c) A foreign limited partnership may apply to the secretary of state for authorization to use a name that is not distinguishable upon his records from one (1) or more of the names described in subsection (b). The secretary of state shall authorize use of the name applied for if: (1) The person holding the right to use the previously filed name described in subsection (b) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant; (2) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state; or (3) The person holding the right to use the previously filed name described in subsection (b) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent.
(1) The person holding the right to use the previously filed name described in subsection (b) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant;
(2) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state; or
(3) The person holding the right to use the previously filed name described in subsection (b) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent.
(d) Each foreign limited partnership shall continuously maintain in this state: (1) A registered office which may but need not be a place of its business in this state; and (2) A registered agent who maintains an office at the same street address as the registered office, and who may be: (A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or (B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(1) A registered office which may but need not be a place of its business in this state; and
(2) A registered agent who maintains an office at the same street address as the registered office, and who may be: (A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or (B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or
(B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(e) A foreign limited partnership authorized to transact business in this state may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth: (1) Its name; (2) The street address, including the zip code, of its current registered office; (3) If the current registered office is to be changed, the street address, including the zip code, of its new registered office and the county in which the office is located; (4) The name of its current registered agent; (5) If the current registered agent is to be changed, the name of its new registered agent; and (6) That after the change or changes are made, the street addresses, including zip codes, of its registered office and the business office of its registered agent will be identical.
(1) Its name;
(2) The street address, including the zip code, of its current registered office;
(3) If the current registered office is to be changed, the street address, including the zip code, of its new registered office and the county in which the office is located;
(4) The name of its current registered agent;
(5) If the current registered agent is to be changed, the name of its new registered agent; and
(6) That after the change or changes are made, the street addresses, including zip codes, of its registered office and the business office of its registered agent will be identical.
(f) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any foreign limited partnership for which he is a registered agent by notifying the limited partnership in writing of the change and signing (either manually or in facsimile) and delivering to the secretary of state for filing a statement of change that complies with the requirements of subsection (e) and recites that the limited partnership has been notified of the change.
(g) Each foreign limited partnership authorized to transact business in this state shall comply with § 61-2-104(e) .
(h) The registered agent of a foreign limited partnership may resign his agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by his certification that he has mailed a copy thereof to the principal office of the limited partnership by certified mail. The statement or resignation may include a statement that the registered office is also discontinued. 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.
Amended by 2023 Tenn. Acts, ch. 102,s 9, eff. 7/1/2023.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 74; 2010 , ch. 743, §§ 13, 14.
Tenn. Code Ann. § 61-2-211 — TN Code / Title 61 / Chapter 2 / Section 61-2-211
Merger
Status: in_force

(a) As used in this section, "other business entity" means a corporation, limited liability company, business trust or association, a real estate investment trust, a common law trust, or an unincorporated business, including a partnership (whether general or limited, but excluding a domestic limited partnership). (b) (1) Pursuant to an agreement of merger, a domestic limited partnership may merge with or into one (1) or more domestic limited partnerships or other business entities formed or organized under the laws of this state or any other state or the United States or any foreign country or other foreign jurisdiction, with such domestic limited partnership or other business entity as the agreement shall provide being the surviving or resulting domestic limited partnership or other business entity. Unless otherwise provided in the partnership agreement, a merger shall be approved by each domestic limited partnership which is to merge: (A) By all general partners; and (B) By the limited partners or, if there is more than one (1) class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate. (2) Notwithstanding prior approval, an agreement of merger may be terminated prior to filing of a certificate of merger with the secretary of state or amended pursuant to a provision for such termination or amendment contained in the agreement of merger. (c) If a domestic limited partnership is merging under this section, the domestic limited partnership or other business entity surviving or resulting in or from the merger shall file a certificate of merger in the office of the secretary of state. The certificate of merger shall state: (1) The name, jurisdiction and date of formation or organization of each of the domestic limited partnerships or other business entities which is to merge; (2) That an agreement of merger has been approved and executed by each of the domestic limited partnerships or other business entities which is to merge; (3) The name of the surviving or resulting domestic limited partnership or other business entity; (4) The future effective date or time (which shall be a date or time certain and which shall comply with § 61-2-1104(b) ) of the merger if it is not to be effective upon the filing of the certificate of merger; (5) That the agreement of merger is on file at a place of business of the surviving or resulting domestic limited partnership or other business entity, and shall state the address of such entity; (6) That a copy of the agreement of merger will be furnished by the surviving or resulting domestic limited partnership or other business entity, on request and without cost, to any partner of any domestic limited partnership or any person holding an interest in any other business entity which is to merge; and (7) If the surviving or resulting entity is not a domestic limited partnership or corporation organized under the laws of this state a statement that such surviving or resulting other business entity agrees that it may be served with process in the state in any action, suit or proceeding for the enforcement of any obligation of any domestic limited partnership which is to merge, irrevocably appointing the secretary of state as its agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to it by the secretary of state. In the event of service hereunder upon the secretary of state, the procedures set forth in § 61-2-106 shall be applicable, except that the plaintiff in any such action, suit or proceeding shall furnish the secretary of state with the address specified in the certificate of merger provided for in this section and any other address which the plaintiff may elect to furnish, together with copies of such process as required by the secretary of state, and the secretary of state shall notify such surviving or resulting other business entity at all such addresses furnished by the plaintiff in accordance with the procedures set forth in § 61-2-106 . (d) Unless a future effective date or time pursuant to § 61-2-1104(b) is provided in a certificate of merger, in which event a merger shall be effective at any such future effective date or time, a merger shall be effective upon the filing in the office of the secretary of state of a certificate of merger. (e) A certificate of merger shall act as a certificate of cancellation for a domestic limited partnership which is not the surviving or resulting entity in the merger. (f) When any merger has become effective under this section, for all purposes of the laws of the state, all of the rights, privileges and powers of each of the domestic limited partnerships and other business entities that have merged, and all property, real, personal and mixed, and all debts due to any of the domestic limited partnerships and other business entities, as well as all other things and causes of action belonging to each of such domestic limited partnerships and other business entities, shall be vested in the surviving or resulting domestic limited partnership or other business entity, and shall thereafter be the property of the surviving or resulting domestic limited partnership or other business entity as they were of each of the domestic limited partnerships and other business entities that have merged, and the title to any real property vested by deed or otherwise in any of such domestic limited partnerships and other business entities, shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of any of the domestic limited partnerships and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of the domestic limited partnerships and other business entities that have merged shall thenceforth attach to the surviving or resulting domestic limited partnership or other business entity, and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. Unless otherwise agreed, a merger of a domestic limited partnership, including a domestic limited partnership which is not the surviving or resulting entity in the merger, shall not require such domestic limited partnership to wind up its affairs under § 61-2-803 or pay its liabilities and distribute its assets under § 61-2-804 . (g) Each certificate of merger required by this part to be filed with the secretary of state shall also be recorded in the office of the register of deeds in the county in which the limited partnership is to have its principal office and in each county in which a limited partnership which is a party to such merger had its principal office; provided, that when such certificate is filed by the secretary of state, the matters covered by such certificate shall be effective as stated therein, and a copy of such certificate certified by the secretary of state shall be conclusive evidence of the matters covered therein. The register of deeds may charge five dollars ($5.00) plus fifty cents (50¢) per page in excess of five (5) pages for such filing. Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 24, 25; 1994, ch. 868, § 12.
(a) As used in this section, "other business entity" means a corporation, limited liability company, business trust or association, a real estate investment trust, a common law trust, or an unincorporated business, including a partnership (whether general or limited, but excluding a domestic limited partnership).
(b) (1) Pursuant to an agreement of merger, a domestic limited partnership may merge with or into one (1) or more domestic limited partnerships or other business entities formed or organized under the laws of this state or any other state or the United States or any foreign country or other foreign jurisdiction, with such domestic limited partnership or other business entity as the agreement shall provide being the surviving or resulting domestic limited partnership or other business entity. Unless otherwise provided in the partnership agreement, a merger shall be approved by each domestic limited partnership which is to merge: (A) By all general partners; and (B) By the limited partners or, if there is more than one (1) class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate. (2) Notwithstanding prior approval, an agreement of merger may be terminated prior to filing of a certificate of merger with the secretary of state or amended pursuant to a provision for such termination or amendment contained in the agreement of merger.
(1) Pursuant to an agreement of merger, a domestic limited partnership may merge with or into one (1) or more domestic limited partnerships or other business entities formed or organized under the laws of this state or any other state or the United States or any foreign country or other foreign jurisdiction, with such domestic limited partnership or other business entity as the agreement shall provide being the surviving or resulting domestic limited partnership or other business entity. Unless otherwise provided in the partnership agreement, a merger shall be approved by each domestic limited partnership which is to merge: (A) By all general partners; and (B) By the limited partners or, if there is more than one (1) class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate.
(A) By all general partners; and
(B) By the limited partners or, if there is more than one (1) class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate.
(2) Notwithstanding prior approval, an agreement of merger may be terminated prior to filing of a certificate of merger with the secretary of state or amended pursuant to a provision for such termination or amendment contained in the agreement of merger.
(c) If a domestic limited partnership is merging under this section, the domestic limited partnership or other business entity surviving or resulting in or from the merger shall file a certificate of merger in the office of the secretary of state. The certificate of merger shall state: (1) The name, jurisdiction and date of formation or organization of each of the domestic limited partnerships or other business entities which is to merge; (2) That an agreement of merger has been approved and executed by each of the domestic limited partnerships or other business entities which is to merge; (3) The name of the surviving or resulting domestic limited partnership or other business entity; (4) The future effective date or time (which shall be a date or time certain and which shall comply with § 61-2-1104(b) ) of the merger if it is not to be effective upon the filing of the certificate of merger; (5) That the agreement of merger is on file at a place of business of the surviving or resulting domestic limited partnership or other business entity, and shall state the address of such entity; (6) That a copy of the agreement of merger will be furnished by the surviving or resulting domestic limited partnership or other business entity, on request and without cost, to any partner of any domestic limited partnership or any person holding an interest in any other business entity which is to merge; and (7) If the surviving or resulting entity is not a domestic limited partnership or corporation organized under the laws of this state a statement that such surviving or resulting other business entity agrees that it may be served with process in the state in any action, suit or proceeding for the enforcement of any obligation of any domestic limited partnership which is to merge, irrevocably appointing the secretary of state as its agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to it by the secretary of state. In the event of service hereunder upon the secretary of state, the procedures set forth in § 61-2-106 shall be applicable, except that the plaintiff in any such action, suit or proceeding shall furnish the secretary of state with the address specified in the certificate of merger provided for in this section and any other address which the plaintiff may elect to furnish, together with copies of such process as required by the secretary of state, and the secretary of state shall notify such surviving or resulting other business entity at all such addresses furnished by the plaintiff in accordance with the procedures set forth in § 61-2-106 .
(1) The name, jurisdiction and date of formation or organization of each of the domestic limited partnerships or other business entities which is to merge;
(2) That an agreement of merger has been approved and executed by each of the domestic limited partnerships or other business entities which is to merge;
(3) The name of the surviving or resulting domestic limited partnership or other business entity;
(4) The future effective date or time (which shall be a date or time certain and which shall comply with § 61-2-1104(b) ) of the merger if it is not to be effective upon the filing of the certificate of merger;
(5) That the agreement of merger is on file at a place of business of the surviving or resulting domestic limited partnership or other business entity, and shall state the address of such entity;
(6) That a copy of the agreement of merger will be furnished by the surviving or resulting domestic limited partnership or other business entity, on request and without cost, to any partner of any domestic limited partnership or any person holding an interest in any other business entity which is to merge; and
(7) If the surviving or resulting entity is not a domestic limited partnership or corporation organized under the laws of this state a statement that such surviving or resulting other business entity agrees that it may be served with process in the state in any action, suit or proceeding for the enforcement of any obligation of any domestic limited partnership which is to merge, irrevocably appointing the secretary of state as its agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to it by the secretary of state. In the event of service hereunder upon the secretary of state, the procedures set forth in § 61-2-106 shall be applicable, except that the plaintiff in any such action, suit or proceeding shall furnish the secretary of state with the address specified in the certificate of merger provided for in this section and any other address which the plaintiff may elect to furnish, together with copies of such process as required by the secretary of state, and the secretary of state shall notify such surviving or resulting other business entity at all such addresses furnished by the plaintiff in accordance with the procedures set forth in § 61-2-106 .
(d) Unless a future effective date or time pursuant to § 61-2-1104(b) is provided in a certificate of merger, in which event a merger shall be effective at any such future effective date or time, a merger shall be effective upon the filing in the office of the secretary of state of a certificate of merger.
(e) A certificate of merger shall act as a certificate of cancellation for a domestic limited partnership which is not the surviving or resulting entity in the merger.
(f) When any merger has become effective under this section, for all purposes of the laws of the state, all of the rights, privileges and powers of each of the domestic limited partnerships and other business entities that have merged, and all property, real, personal and mixed, and all debts due to any of the domestic limited partnerships and other business entities, as well as all other things and causes of action belonging to each of such domestic limited partnerships and other business entities, shall be vested in the surviving or resulting domestic limited partnership or other business entity, and shall thereafter be the property of the surviving or resulting domestic limited partnership or other business entity as they were of each of the domestic limited partnerships and other business entities that have merged, and the title to any real property vested by deed or otherwise in any of such domestic limited partnerships and other business entities, shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of any of the domestic limited partnerships and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of the domestic limited partnerships and other business entities that have merged shall thenceforth attach to the surviving or resulting domestic limited partnership or other business entity, and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. Unless otherwise agreed, a merger of a domestic limited partnership, including a domestic limited partnership which is not the surviving or resulting entity in the merger, shall not require such domestic limited partnership to wind up its affairs under § 61-2-803 or pay its liabilities and distribute its assets under § 61-2-804 .
(g) Each certificate of merger required by this part to be filed with the secretary of state shall also be recorded in the office of the register of deeds in the county in which the limited partnership is to have its principal office and in each county in which a limited partnership which is a party to such merger had its principal office; provided, that when such certificate is filed by the secretary of state, the matters covered by such certificate shall be effective as stated therein, and a copy of such certificate certified by the secretary of state shall be conclusive evidence of the matters covered therein. The register of deeds may charge five dollars ($5.00) plus fifty cents (50¢) per page in excess of five (5) pages for such filing.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 24, 25; 1994, ch. 868, § 12.
Tenn. Code Ann. § 61-3-1101 — TN Code / Title 61 / Chapter 3 / Section 61-3-1101
Part definitions
Status: in_force

As used in this part: (1) "Articles of conversion" means articles under § 61-3-1114 ; (2) "Articles of merger" means articles under § 61-3-1108 ; (3) "Conversion" means a transaction authorized by §§ 61-3-1110 - 61-3-1115; (4) "Converted entity" means the converting entity as the converting entity continues in existence after a conversion; (5) "Converting entity" means the domestic entity that approves a plan of conversion pursuant to § 61-3-1112 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of formation; (6) "Distributional interest" means the right under an unincorporated entity's organic law and organic rules to receive distributions from the entity; (7) "Domestic", with respect to an entity, means governed as to the entity's internal affairs by the law of this state; (8) "Entity": (A) Means: (i) A business corporation; (ii) A nonprofit corporation; (iii) A general partnership, including a limited liability partnership; (iv) A limited partnership, including a limited liability limited partnership; (v) A limited liability company; (vi) A general cooperative association; (vii) A limited cooperative association; (viii) An unincorporated nonprofit association; (ix) A statutory trust, business trust, or common-law business trust; or (x) Any other person that has: (a) A legal existence separate from any interest holder of that person; or (b) The power to acquire an interest in real property in its own name; and (B) Does not include: (i) An individual; (ii) A trust with a predominantly donative purpose or a charitable trust; (iii) An association or relationship that is not an entity listed in subdivision (6)(A) and is not a partnership under § 61-1-202 or a similar provision of the governing jurisdiction; (iv) A decedent's estate; or (v) A government or a governmental subdivision, agency, or instrumentality; (9) "Filing entity": (A) Means an entity whose formation requires the filing of a public organic record; and (B) Does not include a limited liability partnership; (10) "Foreign," with respect to an entity, means an entity governed as to the entity's internal affairs by the law of a jurisdiction other than this state; (11) "Governance interest" means a right under the organic law or organic rules of an unincorporated entity, other than as a governor, agent, assignee, or proxy, to: (A) Receive or demand access to information concerning, or the books and records of, the entity; (B) Vote for or consent to the election of the governors of the entity; or (C) Receive notice of or vote on or consent to an issue involving the internal affairs of the entity; (12) "Governor" means: (A) A director of a business corporation; (B) A director or trustee of a nonprofit corporation; (C) A general partner of a general partnership; (D) A general partner of a limited partnership; (E) A manager of a manager-managed limited liability company; (F) A member of a member-managed limited liability company; (G) A director of a general cooperative association; (H) A director of a limited cooperative association; (I) A manager of an unincorporated nonprofit association; (J) A trustee of a statutory trust, business trust, or common-law business trust; or (K) Any other person under whose authority the powers of an entity are exercised and under whose direction the entity's activities and affairs are managed pursuant to the organic law and organic rules of the entity; (13) "Interest" means: (A) A share in a business corporation; (B) A membership in a nonprofit corporation; (C) A partnership interest in a general partnership; (D) A partnership interest in a limited partnership; (E) A membership interest in a limited liability company; (F) A share in a general cooperative association; (G) A member's interest in a limited cooperative association; (H) A membership in an unincorporated nonprofit association; (I) A beneficial interest in a statutory trust, business trust, or common-law business trust; or (J) A governance interest or distributional interest in any other type of unincorporated entity; (14) "Interest holder" means: (A) A shareholder of a business corporation; (B) A member of a nonprofit corporation; (C) A general partner of a general partnership; (D) A general partner of a limited partnership; (E) A limited partner of a limited partnership; (F) A member of a limited liability company; (G) A shareholder of a general cooperative association; (H) A member of a limited cooperative association; (I) A member of an unincorporated nonprofit association; (J) A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust; or (K) Any other direct holder of an interest; (15) "Interest holder liability" means: (A) Personal liability for a liability of an entity that is imposed on a person: (i) Solely by reason of the status of the person as an interest holder; or (ii) By the organic rules of the entity that make one (1) or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or (B) An obligation of an interest holder under the organic rules of an entity to contribute to the entity; (16) "Merger" means a transaction authorized by §§ 61-3-1104 - 61-3-1109; (17) "Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective; (18) "Organic law" means the law of an entity's jurisdiction of formation governing the internal affairs of the entity; (19) "Organic rules" means the public organic record and private organic rules of an entity; (20) "Plan" means a plan of merger, plan of conversion, or plan of domestication; (21) "Plan of conversion" means a plan under § 61-3-1111 ; (22) "Plan of merger" means a plan under § 61-3-1105 ; (23) "Private organic rules": (A) Means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any; and (B) Includes: (i) The bylaws of a business corporation; (ii) The bylaws of a nonprofit corporation; (iii) The partnership agreement of a general partnership; (iv) The partnership agreement of a limited partnership; (v) The operating agreement of a limited liability company; (vi) The bylaws of a general cooperative association; (vii) The bylaws of a limited cooperative association; (viii) The governing principles of an unincorporated nonprofit association; and (ix) The trust instrument of a statutory trust or similar rules of a business trust or a common-law business trust; (24) "Protected agreement" means: (A) A record evidencing indebtedness and any related agreement in effect on the date the entity becomes subject to this chapter pursuant to § 61-3-1207 ; (B) An agreement that is binding on an entity on the date the entity becomes subject to this chapter pursuant to § 61-3-1207 ; (C) The organic rules of an entity in effect on the date the entity becomes subject to this chapter pursuant to § 61-3-1207 ; or (D) An agreement that is binding on any of the governors or interest holders of an entity on the date the entity becomes subject to this chapter pursuant to § 61-3-1207 ; (25) "Public organic record": (A) Means the record the filing of which by the secretary of state is required to form an entity and any amendment to or restatement of that record; and (B) Includes: (i) The articles of incorporation of a business corporation; (ii) The articles of incorporation of a nonprofit corporation; (iii) The certificate of limited partnership of a limited partnership; (iv) The articles of organization of a limited liability company; (v) The articles of incorporation of a general cooperative association; (vi) The articles of organization of a limited cooperative association; and (vii) The certificate of trust of a statutory trust or similar record of a business trust; (26) "Registered foreign entity" means a foreign entity that is registered to do business in this state pursuant to a record filed by the secretary of state; (27) "Surviving entity" means the entity that continues in existence after or is created by a merger; and (28) "Type of entity" means a generic form of entity: (A) Recognized at common law; or (B) Formed under an organic law, whether or not some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity. Amended by 2018 Tenn. Acts, ch. 575, Secs.s 23, s 24 eff. 3/16/2018. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
As used in this part:
(1) "Articles of conversion" means articles under § 61-3-1114 ;
(2) "Articles of merger" means articles under § 61-3-1108 ;
(3) "Conversion" means a transaction authorized by §§ 61-3-1110 - 61-3-1115;
(4) "Converted entity" means the converting entity as the converting entity continues in existence after a conversion;
(5) "Converting entity" means the domestic entity that approves a plan of conversion pursuant to § 61-3-1112 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of formation;
(6) "Distributional interest" means the right under an unincorporated entity's organic law and organic rules to receive distributions from the entity;
(7) "Domestic", with respect to an entity, means governed as to the entity's internal affairs by the law of this state;
(8) "Entity": (A) Means: (i) A business corporation; (ii) A nonprofit corporation; (iii) A general partnership, including a limited liability partnership; (iv) A limited partnership, including a limited liability limited partnership; (v) A limited liability company; (vi) A general cooperative association; (vii) A limited cooperative association; (viii) An unincorporated nonprofit association; (ix) A statutory trust, business trust, or common-law business trust; or (x) Any other person that has: (a) A legal existence separate from any interest holder of that person; or (b) The power to acquire an interest in real property in its own name; and (B) Does not include: (i) An individual; (ii) A trust with a predominantly donative purpose or a charitable trust; (iii) An association or relationship that is not an entity listed in subdivision (6)(A) and is not a partnership under § 61-1-202 or a similar provision of the governing jurisdiction; (iv) A decedent's estate; or (v) A government or a governmental subdivision, agency, or instrumentality;
(A) Means: (i) A business corporation; (ii) A nonprofit corporation; (iii) A general partnership, including a limited liability partnership; (iv) A limited partnership, including a limited liability limited partnership; (v) A limited liability company; (vi) A general cooperative association; (vii) A limited cooperative association; (viii) An unincorporated nonprofit association; (ix) A statutory trust, business trust, or common-law business trust; or (x) Any other person that has: (a) A legal existence separate from any interest holder of that person; or (b) The power to acquire an interest in real property in its own name; and
(i) A business corporation;
(ii) A nonprofit corporation;
(iii) A general partnership, including a limited liability partnership;
(iv) A limited partnership, including a limited liability limited partnership;
(v) A limited liability company;
(vi) A general cooperative association;
(vii) A limited cooperative association;
(viii) An unincorporated nonprofit association;
(ix) A statutory trust, business trust, or common-law business trust; or
(x) Any other person that has: (a) A legal existence separate from any interest holder of that person; or (b) The power to acquire an interest in real property in its own name; and
(a) A legal existence separate from any interest holder of that person; or
(b) The power to acquire an interest in real property in its own name; and
(B) Does not include: (i) An individual; (ii) A trust with a predominantly donative purpose or a charitable trust; (iii) An association or relationship that is not an entity listed in subdivision (6)(A) and is not a partnership under § 61-1-202 or a similar provision of the governing jurisdiction; (iv) A decedent's estate; or (v) A government or a governmental subdivision, agency, or instrumentality;
(i) An individual;
(ii) A trust with a predominantly donative purpose or a charitable trust;
(iii) An association or relationship that is not an entity listed in subdivision (6)(A) and is not a partnership under § 61-1-202 or a similar provision of the governing jurisdiction;
(iv) A decedent's estate; or
(v) A government or a governmental subdivision, agency, or instrumentality;
(9) "Filing entity": (A) Means an entity whose formation requires the filing of a public organic record; and (B) Does not include a limited liability partnership;
(A) Means an entity whose formation requires the filing of a public organic record; and
(B) Does not include a limited liability partnership;
(10) "Foreign," with respect to an entity, means an entity governed as to the entity's internal affairs by the law of a jurisdiction other than this state;
(11) "Governance interest" means a right under the organic law or organic rules of an unincorporated entity, other than as a governor, agent, assignee, or proxy, to: (A) Receive or demand access to information concerning, or the books and records of, the entity; (B) Vote for or consent to the election of the governors of the entity; or (C) Receive notice of or vote on or consent to an issue involving the internal affairs of the entity;
(A) Receive or demand access to information concerning, or the books and records of, the entity;
(B) Vote for or consent to the election of the governors of the entity; or
(C) Receive notice of or vote on or consent to an issue involving the internal affairs of the entity;
(12) "Governor" means: (A) A director of a business corporation; (B) A director or trustee of a nonprofit corporation; (C) A general partner of a general partnership; (D) A general partner of a limited partnership; (E) A manager of a manager-managed limited liability company; (F) A member of a member-managed limited liability company; (G) A director of a general cooperative association; (H) A director of a limited cooperative association; (I) A manager of an unincorporated nonprofit association; (J) A trustee of a statutory trust, business trust, or common-law business trust; or (K) Any other person under whose authority the powers of an entity are exercised and under whose direction the entity's activities and affairs are managed pursuant to the organic law and organic rules of the entity;
(A) A director of a business corporation;
(B) A director or trustee of a nonprofit corporation;
(C) A general partner of a general partnership;
(D) A general partner of a limited partnership;
(E) A manager of a manager-managed limited liability company;
(F) A member of a member-managed limited liability company;
(G) A director of a general cooperative association;
(H) A director of a limited cooperative association;
(I) A manager of an unincorporated nonprofit association;
(J) A trustee of a statutory trust, business trust, or common-law business trust; or
(K) Any other person under whose authority the powers of an entity are exercised and under whose direction the entity's activities and affairs are managed pursuant to the organic law and organic rules of the entity;
(13) "Interest" means: (A) A share in a business corporation; (B) A membership in a nonprofit corporation; (C) A partnership interest in a general partnership; (D) A partnership interest in a limited partnership; (E) A membership interest in a limited liability company; (F) A share in a general cooperative association; (G) A member's interest in a limited cooperative association; (H) A membership in an unincorporated nonprofit association; (I) A beneficial interest in a statutory trust, business trust, or common-law business trust; or (J) A governance interest or distributional interest in any other type of unincorporated entity;
(A) A share in a business corporation;
(B) A membership in a nonprofit corporation;
(C) A partnership interest in a general partnership;
(D) A partnership interest in a limited partnership;
(E) A membership interest in a limited liability company;
(F) A share in a general cooperative association;
(G) A member's interest in a limited cooperative association;
(H) A membership in an unincorporated nonprofit association;
(I) A beneficial interest in a statutory trust, business trust, or common-law business trust; or
(J) A governance interest or distributional interest in any other type of unincorporated entity;
(14) "Interest holder" means: (A) A shareholder of a business corporation; (B) A member of a nonprofit corporation; (C) A general partner of a general partnership; (D) A general partner of a limited partnership; (E) A limited partner of a limited partnership; (F) A member of a limited liability company; (G) A shareholder of a general cooperative association; (H) A member of a limited cooperative association; (I) A member of an unincorporated nonprofit association; (J) A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust; or (K) Any other direct holder of an interest;
(A) A shareholder of a business corporation;
(B) A member of a nonprofit corporation;
(C) A general partner of a general partnership;
(D) A general partner of a limited partnership;
(E) A limited partner of a limited partnership;
(F) A member of a limited liability company;
(G) A shareholder of a general cooperative association;
(H) A member of a limited cooperative association;
(I) A member of an unincorporated nonprofit association;
(J) A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust; or
(K) Any other direct holder of an interest;
(15) "Interest holder liability" means: (A) Personal liability for a liability of an entity that is imposed on a person: (i) Solely by reason of the status of the person as an interest holder; or (ii) By the organic rules of the entity that make one (1) or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or (B) An obligation of an interest holder under the organic rules of an entity to contribute to the entity;
(A) Personal liability for a liability of an entity that is imposed on a person: (i) Solely by reason of the status of the person as an interest holder; or (ii) By the organic rules of the entity that make one (1) or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or
(i) Solely by reason of the status of the person as an interest holder; or
(ii) By the organic rules of the entity that make one (1) or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or
(B) An obligation of an interest holder under the organic rules of an entity to contribute to the entity;
(16) "Merger" means a transaction authorized by §§ 61-3-1104 - 61-3-1109;
(17) "Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective;
(18) "Organic law" means the law of an entity's jurisdiction of formation governing the internal affairs of the entity;
(19) "Organic rules" means the public organic record and private organic rules of an entity;
(20) "Plan" means a plan of merger, plan of conversion, or plan of domestication;
(21) "Plan of conversion" means a plan under § 61-3-1111 ;
(22) "Plan of merger" means a plan under § 61-3-1105 ;
(23) "Private organic rules": (A) Means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any; and (B) Includes: (i) The bylaws of a business corporation; (ii) The bylaws of a nonprofit corporation; (iii) The partnership agreement of a general partnership; (iv) The partnership agreement of a limited partnership; (v) The operating agreement of a limited liability company; (vi) The bylaws of a general cooperative association; (vii) The bylaws of a limited cooperative association; (viii) The governing principles of an unincorporated nonprofit association; and (ix) The trust instrument of a statutory trust or similar rules of a business trust or a common-law business trust;
(A) Means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any; and
(B) Includes: (i) The bylaws of a business corporation; (ii) The bylaws of a nonprofit corporation; (iii) The partnership agreement of a general partnership; (iv) The partnership agreement of a limited partnership; (v) The operating agreement of a limited liability company; (vi) The bylaws of a general cooperative association; (vii) The bylaws of a limited cooperative association; (viii) The governing principles of an unincorporated nonprofit association; and (ix) The trust instrument of a statutory trust or similar rules of a business trust or a common-law business trust;
(i) The bylaws of a business corporation;
(ii) The bylaws of a nonprofit corporation;
(iii) The partnership agreement of a general partnership;
(iv) The partnership agreement of a limited partnership;
(v) The operating agreement of a limited liability company;
(vi) The bylaws of a general cooperative association;
(vii) The bylaws of a limited cooperative association;
(viii) The governing principles of an unincorporated nonprofit association; and
(ix) The trust instrument of a statutory trust or similar rules of a business trust or a common-law business trust;
(24) "Protected agreement" means: (A) A record evidencing indebtedness and any related agreement in effect on the date the entity becomes subject to this chapter pursuant to § 61-3-1207 ; (B) An agreement that is binding on an entity on the date the entity becomes subject to this chapter pursuant to § 61-3-1207 ; (C) The organic rules of an entity in effect on the date the entity becomes subject to this chapter pursuant to § 61-3-1207 ; or (D) An agreement that is binding on any of the governors or interest holders of an entity on the date the entity becomes subject to this chapter pursuant to § 61-3-1207 ;
(A) A record evidencing indebtedness and any related agreement in effect on the date the entity becomes subject to this chapter pursuant to § 61-3-1207 ;
(B) An agreement that is binding on an entity on the date the entity becomes subject to this chapter pursuant to § 61-3-1207 ;
(C) The organic rules of an entity in effect on the date the entity becomes subject to this chapter pursuant to § 61-3-1207 ; or
(D) An agreement that is binding on any of the governors or interest holders of an entity on the date the entity becomes subject to this chapter pursuant to § 61-3-1207 ;
(25) "Public organic record": (A) Means the record the filing of which by the secretary of state is required to form an entity and any amendment to or restatement of that record; and (B) Includes: (i) The articles of incorporation of a business corporation; (ii) The articles of incorporation of a nonprofit corporation; (iii) The certificate of limited partnership of a limited partnership; (iv) The articles of organization of a limited liability company; (v) The articles of incorporation of a general cooperative association; (vi) The articles of organization of a limited cooperative association; and (vii) The certificate of trust of a statutory trust or similar record of a business trust;
(A) Means the record the filing of which by the secretary of state is required to form an entity and any amendment to or restatement of that record; and
(B) Includes: (i) The articles of incorporation of a business corporation; (ii) The articles of incorporation of a nonprofit corporation; (iii) The certificate of limited partnership of a limited partnership; (iv) The articles of organization of a limited liability company; (v) The articles of incorporation of a general cooperative association; (vi) The articles of organization of a limited cooperative association; and (vii) The certificate of trust of a statutory trust or similar record of a business trust;
(i) The articles of incorporation of a business corporation;
(ii) The articles of incorporation of a nonprofit corporation;
(iii) The certificate of limited partnership of a limited partnership;
(iv) The articles of organization of a limited liability company;
(v) The articles of incorporation of a general cooperative association;
(vi) The articles of organization of a limited cooperative association; and
(vii) The certificate of trust of a statutory trust or similar record of a business trust;
(26) "Registered foreign entity" means a foreign entity that is registered to do business in this state pursuant to a record filed by the secretary of state;
(27) "Surviving entity" means the entity that continues in existence after or is created by a merger; and
(28) "Type of entity" means a generic form of entity: (A) Recognized at common law; or (B) Formed under an organic law, whether or not some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity.
(A) Recognized at common law; or
(B) Formed under an organic law, whether or not some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity.
Amended by 2018 Tenn. Acts, ch. 575, Secs.s 23, s 24 eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-109 — TN Code / Title 61 / Chapter 3 / Section 61-3-109
Nature, purpose, and duration of limited partnership
Status: in_force

(a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership. (b) A limited partnership may have any lawful purpose, regardless of whether for profit. (c) A limited partnership has perpetual duration. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.
(b) A limited partnership may have any lawful purpose, regardless of whether for profit.
(c) A limited partnership has perpetual duration.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-805 — TN Code / Title 61 / Chapter 1 / Section 61-1-805
Statement of dissolution
Status: in_force

(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. (b) A statement of dissolution cancels a filed statement of partnership authority for the purposes of § 61-1-303(c) and is a limitation on authority for the purposes of § 61-1-303(d) . (c) For the purposes of §§ 61-1-301 and 61-1-804 , a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety (90) days after it is filed. (d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in § 61-1-303(c) and (d) in any transaction, whether or not the transaction is appropriate for winding up the partnership business. Acts 2001, ch. 353.
(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.
(b) A statement of dissolution cancels a filed statement of partnership authority for the purposes of § 61-1-303(c) and is a limitation on authority for the purposes of § 61-1-303(d) .
(c) For the purposes of §§ 61-1-301 and 61-1-804 , a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety (90) days after it is filed.
(d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in § 61-1-303(c) and (d) in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-2-907 — TN Code / Title 61 / Chapter 2 / Section 61-2-907
Doing business without registration - Penalty
Status: in_force

(a) A foreign limited partnership doing business in this state may not maintain any action, suit or proceeding in this state until it has registered in this state and has paid to this state all fees for the years or parts thereof during which it did business in this state without having registered. (b) The failure of a foreign limited partnership to register in this state does not impair: (1) The validity of any contract or act of the foreign limited partnership; (2) The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or (3) The foreign limited partnership from defending any action, suit or proceeding in any court of this state. (c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the limited partnership having done business in this state without registration. (d) Any foreign limited partnership doing business in this state without first having registered shall be fined and shall pay to the secretary of state two hundred dollars ($200) for each year or part thereof during which the foreign limited partnership failed to register in this state. Acts 1988, ch. 922, § 1.
(a) A foreign limited partnership doing business in this state may not maintain any action, suit or proceeding in this state until it has registered in this state and has paid to this state all fees for the years or parts thereof during which it did business in this state without having registered.
(b) The failure of a foreign limited partnership to register in this state does not impair: (1) The validity of any contract or act of the foreign limited partnership; (2) The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or (3) The foreign limited partnership from defending any action, suit or proceeding in any court of this state.
(1) The validity of any contract or act of the foreign limited partnership;
(2) The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or
(3) The foreign limited partnership from defending any action, suit or proceeding in any court of this state.
(c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the limited partnership having done business in this state without registration.
(d) Any foreign limited partnership doing business in this state without first having registered shall be fined and shall pay to the secretary of state two hundred dollars ($200) for each year or part thereof during which the foreign limited partnership failed to register in this state.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-3-1009 — TN Code / Title 61 / Chapter 3 / Section 61-3-1009
Revocation of registration
Status: in_force

(a) The secretary of state may commence a proceeding under subsection (b) to administratively revoke the registration of a registered foreign limited partnership authorized to transact business in this state, if: (1) The foreign limited partnership does not deliver its annual report to the secretary of state within two (2) months after the report is due; (2) The foreign limited partnership is without a registered agent or registered office in this state for two (2) months or more; (3) The foreign limited partnership does not inform the secretary of state, under § 61-3-116 or § 61-3-117 , that the foreign limited partnership's registered agent or registered office has changed, that the foreign limited partnership's registered agent has resigned, or that the foreign limited partnership's registered office has been discontinued, within two (2) months of the change, resignation, or discontinuance; (4) The name of the foreign limited partnership contained in a document filed pursuant to this chapter fails to comply with § 61-3-1006 ; (5) A general partner or representative of the foreign limited partnership signed a document the person knew was false in any material respect, with the intent that the document be delivered to the secretary of state for filing; (6) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of the foreign limited partnership's records in the jurisdiction under the laws of which the foreign limited partnership is formed, stating that the foreign limited partnership has been terminated, or has been a constituent party to a merger and was not the surviving entity of the merger; (7) The foreign limited partnership is exceeding the authority conferred upon it by this part; or (8) The foreign limited partnership submits to the secretary of state a check, bank draft, money order, or other instrument for payment of any fee, and the instrument is dishonored upon presentation for payment. (b) (1) If the secretary of state determines that one (1) or more grounds exist under subsection (a) for revocation of a registration, the secretary of state must serve the foreign limited partnership with written communication of the secretary of state's determination, except that the determination may be sent by first class mail. If the grounds for revocation are pursuant to subdivision (a)(6), notice need not be sent, and a certificate of revocation may be sent without the two-month waiting period required by subdivision (b)(2). (2) If the foreign limited partnership does not correct each ground for administrative revocation, or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist, within two (2) months after service of the communication of the determination, the secretary of state may revoke the foreign limited partnership's registration by signing a certificate of revocation that recites the ground or grounds for revocation and the revocation's effective date. The secretary of state shall file the original of the certificate and shall serve a copy on the foreign limited partnership, except that the copy of the certificate may be sent by first class mail. (3) The authority of a foreign limited partnership to transact business in this state ceases on the date shown on the certificate revoking the foreign limited partnership's registration. (4) The secretary of state's revocation of a foreign limited partnership's registration appoints the secretary of state as the foreign limited partnership's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign limited partnership was authorized to transact business in this state. Service of process on the secretary of state under this subdivision (b)(4) is service on the foreign limited partnership. (5) The administrative revocation of a foreign limited partnership's registration does not terminate the designation or authority of the registered agent or registered office of the limited partnership. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) The secretary of state may commence a proceeding under subsection (b) to administratively revoke the registration of a registered foreign limited partnership authorized to transact business in this state, if: (1) The foreign limited partnership does not deliver its annual report to the secretary of state within two (2) months after the report is due; (2) The foreign limited partnership is without a registered agent or registered office in this state for two (2) months or more; (3) The foreign limited partnership does not inform the secretary of state, under § 61-3-116 or § 61-3-117 , that the foreign limited partnership's registered agent or registered office has changed, that the foreign limited partnership's registered agent has resigned, or that the foreign limited partnership's registered office has been discontinued, within two (2) months of the change, resignation, or discontinuance; (4) The name of the foreign limited partnership contained in a document filed pursuant to this chapter fails to comply with § 61-3-1006 ; (5) A general partner or representative of the foreign limited partnership signed a document the person knew was false in any material respect, with the intent that the document be delivered to the secretary of state for filing; (6) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of the foreign limited partnership's records in the jurisdiction under the laws of which the foreign limited partnership is formed, stating that the foreign limited partnership has been terminated, or has been a constituent party to a merger and was not the surviving entity of the merger; (7) The foreign limited partnership is exceeding the authority conferred upon it by this part; or (8) The foreign limited partnership submits to the secretary of state a check, bank draft, money order, or other instrument for payment of any fee, and the instrument is dishonored upon presentation for payment.
(1) The foreign limited partnership does not deliver its annual report to the secretary of state within two (2) months after the report is due;
(2) The foreign limited partnership is without a registered agent or registered office in this state for two (2) months or more;
(3) The foreign limited partnership does not inform the secretary of state, under § 61-3-116 or § 61-3-117 , that the foreign limited partnership's registered agent or registered office has changed, that the foreign limited partnership's registered agent has resigned, or that the foreign limited partnership's registered office has been discontinued, within two (2) months of the change, resignation, or discontinuance;
(4) The name of the foreign limited partnership contained in a document filed pursuant to this chapter fails to comply with § 61-3-1006 ;
(5) A general partner or representative of the foreign limited partnership signed a document the person knew was false in any material respect, with the intent that the document be delivered to the secretary of state for filing;
(6) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of the foreign limited partnership's records in the jurisdiction under the laws of which the foreign limited partnership is formed, stating that the foreign limited partnership has been terminated, or has been a constituent party to a merger and was not the surviving entity of the merger;
(7) The foreign limited partnership is exceeding the authority conferred upon it by this part; or
(8) The foreign limited partnership submits to the secretary of state a check, bank draft, money order, or other instrument for payment of any fee, and the instrument is dishonored upon presentation for payment.
(b) (1) If the secretary of state determines that one (1) or more grounds exist under subsection (a) for revocation of a registration, the secretary of state must serve the foreign limited partnership with written communication of the secretary of state's determination, except that the determination may be sent by first class mail. If the grounds for revocation are pursuant to subdivision (a)(6), notice need not be sent, and a certificate of revocation may be sent without the two-month waiting period required by subdivision (b)(2). (2) If the foreign limited partnership does not correct each ground for administrative revocation, or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist, within two (2) months after service of the communication of the determination, the secretary of state may revoke the foreign limited partnership's registration by signing a certificate of revocation that recites the ground or grounds for revocation and the revocation's effective date. The secretary of state shall file the original of the certificate and shall serve a copy on the foreign limited partnership, except that the copy of the certificate may be sent by first class mail. (3) The authority of a foreign limited partnership to transact business in this state ceases on the date shown on the certificate revoking the foreign limited partnership's registration. (4) The secretary of state's revocation of a foreign limited partnership's registration appoints the secretary of state as the foreign limited partnership's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign limited partnership was authorized to transact business in this state. Service of process on the secretary of state under this subdivision (b)(4) is service on the foreign limited partnership. (5) The administrative revocation of a foreign limited partnership's registration does not terminate the designation or authority of the registered agent or registered office of the limited partnership.
(1) If the secretary of state determines that one (1) or more grounds exist under subsection (a) for revocation of a registration, the secretary of state must serve the foreign limited partnership with written communication of the secretary of state's determination, except that the determination may be sent by first class mail. If the grounds for revocation are pursuant to subdivision (a)(6), notice need not be sent, and a certificate of revocation may be sent without the two-month waiting period required by subdivision (b)(2).
(2) If the foreign limited partnership does not correct each ground for administrative revocation, or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist, within two (2) months after service of the communication of the determination, the secretary of state may revoke the foreign limited partnership's registration by signing a certificate of revocation that recites the ground or grounds for revocation and the revocation's effective date. The secretary of state shall file the original of the certificate and shall serve a copy on the foreign limited partnership, except that the copy of the certificate may be sent by first class mail.
(3) The authority of a foreign limited partnership to transact business in this state ceases on the date shown on the certificate revoking the foreign limited partnership's registration.
(4) The secretary of state's revocation of a foreign limited partnership's registration appoints the secretary of state as the foreign limited partnership's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign limited partnership was authorized to transact business in this state. Service of process on the secretary of state under this subdivision (b)(4) is service on the foreign limited partnership.
(5) The administrative revocation of a foreign limited partnership's registration does not terminate the designation or authority of the registered agent or registered office of the limited partnership.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-902 — TN Code / Title 61 / Chapter 3 / Section 61-3-902
Derivative action
Status: in_force

A partner may maintain a derivative action to enforce a right of a limited partnership if: (1) The partner first makes a demand on the general partners, requesting that the general partners cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or (2) A demand under subdivision (1) would be futile. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
A partner may maintain a derivative action to enforce a right of a limited partnership if:
(1) The partner first makes a demand on the general partners, requesting that the general partners cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or
(2) A demand under subdivision (1) would be futile.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-1208 — TN Code / Title 61 / Chapter 2 / Section 61-2-1208
Reserved power of the state to alter or repeal chapter
Status: repealed

All provisions of this chapter may be altered from time to time or repealed, and all rights of partners are subject to this reservation. Acts 1988, ch. 922, § 1.
All provisions of this chapter may be altered from time to time or repealed, and all rights of partners are subject to this reservation.
Acts 1988, ch. 922, § 1.