Tenn. Code Ann. § 61-1-301 — TN Code / Title 61 / Chapter 1 / Section 61-1-301
Partner agent of partnership
Status: in_force

Subject to the effect of a statement of partnership authority under § 61-1-303 : (1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority; (2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners. Acts 2001, ch. 353.
Subject to the effect of a statement of partnership authority under § 61-1-303 :
(1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority;
(2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-120 — TN Code / Title 61 / Chapter 3 / Section 61-3-120
Delivery of record
Status: in_force

(a) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission. (b) Delivery to the secretary of state is effective only when a record is received by the secretary of state. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission.
(b) Delivery to the secretary of state is effective only when a record is received by the secretary of state.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-1202 — TN Code / Title 61 / Chapter 1 / Section 61-1-1202
Short title
Status: in_force

This chapter may be cited as the "Uniform Partnership Act." Acts 2001, ch. 353.
This chapter may be cited as the "Uniform Partnership Act."
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-1-702 — TN Code / Title 61 / Chapter 1 / Section 61-1-702
Dissociated partner's power to bind and liability to partnership
Status: in_force

(a) For one (1) year after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under part 9 of this chapter, is bound by an act of the dissociated partner which would have bound the partnership under § 61-1-301 before dissociation only if at the time of entering into the transaction the other party: (1) Reasonably believed that the dissociated partner was then a partner; (2) Did not have notice of the partner's dissociation; and (3) Is not deemed to have had knowledge under § 61-1-303(d) or notice under § 61-1-704(c) . (b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a). Acts 2001, ch. 353.
(a) For one (1) year after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under part 9 of this chapter, is bound by an act of the dissociated partner which would have bound the partnership under § 61-1-301 before dissociation only if at the time of entering into the transaction the other party: (1) Reasonably believed that the dissociated partner was then a partner; (2) Did not have notice of the partner's dissociation; and (3) Is not deemed to have had knowledge under § 61-1-303(d) or notice under § 61-1-704(c) .
(1) Reasonably believed that the dissociated partner was then a partner;
(2) Did not have notice of the partner's dissociation; and
(3) Is not deemed to have had knowledge under § 61-1-303(d) or notice under § 61-1-704(c) .
(b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a).
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-2-101 — TN Code / Title 61 / Chapter 2 / Section 61-2-101
Chapter definitions
Status: in_force

As used in this chapter, unless the context otherwise requires: (1) "Certificate of limited partnership" means the certificate referred to in § 61-2-201 , and the certificate as amended; (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 partnership or a foreign limited partnership is current on all taxes and penalties to the satisfaction of the commissioner; (3) "Contribution" means any cash, property, services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner; (4) "Court of record" means a court of equity jurisdiction in the county where the partnership maintains its registered office, or if it maintains no registered office in any county, then in a court of equity jurisdiction in Davidson County; (5) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in § 61-2-402 ; (6) "Foreign limited partnership" includes a partnership formed under the laws of any jurisdiction other than the state of Tennessee and having as partners one (1) or more general partners and one (1) or more limited partners; (7) "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and is so named in the certificate of limited partnership or similar instrument under which the limited partnership is organized, if so required; (8) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner as provided in §§ 61-2-201 and 61-2-301 , or, in the case of a foreign limited partnership, in accordance with the laws of the jurisdiction under which the limited partnership is organized, if so required; (9) "Limited partnership" and "domestic limited partnership" mean a partnership formed by two (2) or more persons under the laws of the state of Tennessee, and having one (1) or more general partners and one (1) or more limited partners; (10) "Liquidating trustee" means a person, other than a general partner, but including a limited partner, carrying out the winding up of a limited partnership; (11) "Partner" means a limited or general partner; (12) "Partnership agreement" means any agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. A written partnership agreement: (A) May provide that a person shall be admitted as a limited partner of a limited partnership, or shall become an assignee of a partnership interest or other rights or powers of a limited partner to the extent assigned, and shall become bound by the partnership agreement: (i) If such person (or a representative authorized by such person orally, in writing or by other action such as payment for a partnership interest) executes the partnership agreement or any other writing evidencing the intent of such person to become a limited partner or assignee; or (ii) Without such execution, if such person (or a representative authorized by such person orally, in writing or by other action such as payment for a partnership interest) complies with the conditions for becoming a limited partner or assignee as set forth in the partnership agreement or any other writing and requests (orally, in writing or by other action such as payment for a partnership interest) that the records of the limited partnership reflect such admission or assignment; and (B) Shall not be unenforceable by reason of its not having been signed by a person being admitted as a limited partner or becoming an assignee as provided in subdivision (12)(A), or by reason of its having been signed by a representative as provided in this title; (13) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets; (14) "Person" means a natural person, a foreign or domestic partnership (whether general or limited), trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity; and (15) "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 partnership or a foreign limited 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. Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 1-3, 85; 2010, ch. 741, § 52; 2011, ch. 99, § 19.
As used in this chapter, unless the context otherwise requires:
(1) "Certificate of limited partnership" means the certificate referred to in § 61-2-201 , and the certificate as amended;
(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 partnership or a foreign limited partnership is current on all taxes and penalties to the satisfaction of the commissioner;
(3) "Contribution" means any cash, property, services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner;
(4) "Court of record" means a court of equity jurisdiction in the county where the partnership maintains its registered office, or if it maintains no registered office in any county, then in a court of equity jurisdiction in Davidson County;
(5) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in § 61-2-402 ;
(6) "Foreign limited partnership" includes a partnership formed under the laws of any jurisdiction other than the state of Tennessee and having as partners one (1) or more general partners and one (1) or more limited partners;
(7) "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and is so named in the certificate of limited partnership or similar instrument under which the limited partnership is organized, if so required;
(8) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner as provided in §§ 61-2-201 and 61-2-301 , or, in the case of a foreign limited partnership, in accordance with the laws of the jurisdiction under which the limited partnership is organized, if so required;
(9) "Limited partnership" and "domestic limited partnership" mean a partnership formed by two (2) or more persons under the laws of the state of Tennessee, and having one (1) or more general partners and one (1) or more limited partners;
(10) "Liquidating trustee" means a person, other than a general partner, but including a limited partner, carrying out the winding up of a limited partnership;
(11) "Partner" means a limited or general partner;
(12) "Partnership agreement" means any agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. A written partnership agreement: (A) May provide that a person shall be admitted as a limited partner of a limited partnership, or shall become an assignee of a partnership interest or other rights or powers of a limited partner to the extent assigned, and shall become bound by the partnership agreement: (i) If such person (or a representative authorized by such person orally, in writing or by other action such as payment for a partnership interest) executes the partnership agreement or any other writing evidencing the intent of such person to become a limited partner or assignee; or (ii) Without such execution, if such person (or a representative authorized by such person orally, in writing or by other action such as payment for a partnership interest) complies with the conditions for becoming a limited partner or assignee as set forth in the partnership agreement or any other writing and requests (orally, in writing or by other action such as payment for a partnership interest) that the records of the limited partnership reflect such admission or assignment; and (B) Shall not be unenforceable by reason of its not having been signed by a person being admitted as a limited partner or becoming an assignee as provided in subdivision (12)(A), or by reason of its having been signed by a representative as provided in this title;
(A) May provide that a person shall be admitted as a limited partner of a limited partnership, or shall become an assignee of a partnership interest or other rights or powers of a limited partner to the extent assigned, and shall become bound by the partnership agreement: (i) If such person (or a representative authorized by such person orally, in writing or by other action such as payment for a partnership interest) executes the partnership agreement or any other writing evidencing the intent of such person to become a limited partner or assignee; or (ii) Without such execution, if such person (or a representative authorized by such person orally, in writing or by other action such as payment for a partnership interest) complies with the conditions for becoming a limited partner or assignee as set forth in the partnership agreement or any other writing and requests (orally, in writing or by other action such as payment for a partnership interest) that the records of the limited partnership reflect such admission or assignment; and
(i) If such person (or a representative authorized by such person orally, in writing or by other action such as payment for a partnership interest) executes the partnership agreement or any other writing evidencing the intent of such person to become a limited partner or assignee; or
(ii) Without such execution, if such person (or a representative authorized by such person orally, in writing or by other action such as payment for a partnership interest) complies with the conditions for becoming a limited partner or assignee as set forth in the partnership agreement or any other writing and requests (orally, in writing or by other action such as payment for a partnership interest) that the records of the limited partnership reflect such admission or assignment; and
(B) Shall not be unenforceable by reason of its not having been signed by a person being admitted as a limited partner or becoming an assignee as provided in subdivision (12)(A), or by reason of its having been signed by a representative as provided in this title;
(13) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets;
(14) "Person" means a natural person, a foreign or domestic partnership (whether general or limited), trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity; and
(15) "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 partnership or a foreign limited 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.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 1-3, 85; 2010, ch. 741, § 52; 2011, ch. 99, § 19.
Tenn. Code Ann. § 61-3-801 — TN Code / Title 61 / Chapter 3 / Section 61-3-801
Events causing dissolution
Status: in_force

(a) A limited partnership is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following: (1) An event or circumstance that the partnership agreement states causes dissolution; (2) The affirmative vote or consent of all general partners and 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; (3) After the dissociation of a person as a general partner: (A) If the limited partnership has at least one (1) remaining general partner, by partners owning a majority of the rights to receive distributions as partners at the time the vote or consent is to be effective; or (B) If the limited partnership does not have a remaining general partner, the passage of ninety (90) days after the dissociation, unless before the end of the period: (i) Consent to continue the limited partnership's activities and affairs and admit at least one (1) general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and (ii) At least one (1) person is admitted as a general partner in accordance with the consent; (4) The passage of ninety (90) consecutive days after the dissociation of the limited partnership's last limited partner, unless before the end of the period the personal representative of the last remaining limited partner and all of the general partners agree, in writing or by vote, to continue the business of the limited partnership and to the admission of the personal representative of the limited partner or its nominee or designee to the limited partnership as a limited partner, effective as of the occurrence of the event that caused the last remaining limited partner to cease to be a limited partner. However, a partnership agreement may provide that the general partners or the personal representative of the last remaining limited partner is obligated to agree in writing to continue the business of the limited partnership and to the administration of the personal representative of the limited partner or its nominee or designee to the limited partnership as a limited partner, effective as of the occurrence of the event that caused the last limited partner to cease to be a limited partner; (5) The passage of ninety (90) consecutive days during which the partnership has only one (1) partner, unless before the end of the period: (A) The last remaining partner admits at least one (1) person as a partner; (B) If the previously sole remaining partner is only a general partner, the sole remaining general partner admits at least one (1) person as a limited partner; and (C) If the previously sole remaining partner is only a limited partner, the sole remaining limited partner admits at least one (1) person as a general partner; (6) On application by a partner, the entry by the appropriate court of an order dissolving the partnership on the grounds that: (A) The conduct of all or substantially all of the limited partnership's activities and affairs is unlawful; or (B) It is not reasonably practicable to carry on the limited partnership's activities and affairs in conformity with the certificate of limited partnership and partnership agreement; or (7) The signing and filing of a statement of administrative dissolution by the secretary of state under § 61-3-811 . (b) If an event occurs that imposes a deadline on a limited partnership under subsection (a) and before the limited partnership has met the requirements of the deadline, another event occurs that imposes a different deadline on the partnership under subsection (a): (1) The occurrence of the second event does not affect the deadline caused by the first event; and (2) The limited partnership's meeting of the requirements of the first deadline does not extend the second deadline. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A limited partnership is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following: (1) An event or circumstance that the partnership agreement states causes dissolution; (2) The affirmative vote or consent of all general partners and 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; (3) After the dissociation of a person as a general partner: (A) If the limited partnership has at least one (1) remaining general partner, by partners owning a majority of the rights to receive distributions as partners at the time the vote or consent is to be effective; or (B) If the limited partnership does not have a remaining general partner, the passage of ninety (90) days after the dissociation, unless before the end of the period: (i) Consent to continue the limited partnership's activities and affairs and admit at least one (1) general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and (ii) At least one (1) person is admitted as a general partner in accordance with the consent; (4) The passage of ninety (90) consecutive days after the dissociation of the limited partnership's last limited partner, unless before the end of the period the personal representative of the last remaining limited partner and all of the general partners agree, in writing or by vote, to continue the business of the limited partnership and to the admission of the personal representative of the limited partner or its nominee or designee to the limited partnership as a limited partner, effective as of the occurrence of the event that caused the last remaining limited partner to cease to be a limited partner. However, a partnership agreement may provide that the general partners or the personal representative of the last remaining limited partner is obligated to agree in writing to continue the business of the limited partnership and to the administration of the personal representative of the limited partner or its nominee or designee to the limited partnership as a limited partner, effective as of the occurrence of the event that caused the last limited partner to cease to be a limited partner; (5) The passage of ninety (90) consecutive days during which the partnership has only one (1) partner, unless before the end of the period: (A) The last remaining partner admits at least one (1) person as a partner; (B) If the previously sole remaining partner is only a general partner, the sole remaining general partner admits at least one (1) person as a limited partner; and (C) If the previously sole remaining partner is only a limited partner, the sole remaining limited partner admits at least one (1) person as a general partner; (6) On application by a partner, the entry by the appropriate court of an order dissolving the partnership on the grounds that: (A) The conduct of all or substantially all of the limited partnership's activities and affairs is unlawful; or (B) It is not reasonably practicable to carry on the limited partnership's activities and affairs in conformity with the certificate of limited partnership and partnership agreement; or (7) The signing and filing of a statement of administrative dissolution by the secretary of state under § 61-3-811 .
(1) An event or circumstance that the partnership agreement states causes dissolution;
(2) The affirmative vote or consent of all general partners and 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;
(3) After the dissociation of a person as a general partner: (A) If the limited partnership has at least one (1) remaining general partner, by partners owning a majority of the rights to receive distributions as partners at the time the vote or consent is to be effective; or (B) If the limited partnership does not have a remaining general partner, the passage of ninety (90) days after the dissociation, unless before the end of the period: (i) Consent to continue the limited partnership's activities and affairs and admit at least one (1) general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and (ii) At least one (1) person is admitted as a general partner in accordance with the consent;
(A) If the limited partnership has at least one (1) remaining general partner, by partners owning a majority of the rights to receive distributions as partners at the time the vote or consent is to be effective; or
(B) If the limited partnership does not have a remaining general partner, the passage of ninety (90) days after the dissociation, unless before the end of the period: (i) Consent to continue the limited partnership's activities and affairs and admit at least one (1) general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and (ii) At least one (1) person is admitted as a general partner in accordance with the consent;
(i) Consent to continue the limited partnership's activities and affairs and admit at least one (1) general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and
(ii) At least one (1) person is admitted as a general partner in accordance with the consent;
(4) The passage of ninety (90) consecutive days after the dissociation of the limited partnership's last limited partner, unless before the end of the period the personal representative of the last remaining limited partner and all of the general partners agree, in writing or by vote, to continue the business of the limited partnership and to the admission of the personal representative of the limited partner or its nominee or designee to the limited partnership as a limited partner, effective as of the occurrence of the event that caused the last remaining limited partner to cease to be a limited partner. However, a partnership agreement may provide that the general partners or the personal representative of the last remaining limited partner is obligated to agree in writing to continue the business of the limited partnership and to the administration of the personal representative of the limited partner or its nominee or designee to the limited partnership as a limited partner, effective as of the occurrence of the event that caused the last limited partner to cease to be a limited partner;
(5) The passage of ninety (90) consecutive days during which the partnership has only one (1) partner, unless before the end of the period: (A) The last remaining partner admits at least one (1) person as a partner; (B) If the previously sole remaining partner is only a general partner, the sole remaining general partner admits at least one (1) person as a limited partner; and (C) If the previously sole remaining partner is only a limited partner, the sole remaining limited partner admits at least one (1) person as a general partner;
(A) The last remaining partner admits at least one (1) person as a partner;
(B) If the previously sole remaining partner is only a general partner, the sole remaining general partner admits at least one (1) person as a limited partner; and
(C) If the previously sole remaining partner is only a limited partner, the sole remaining limited partner admits at least one (1) person as a general partner;
(6) On application by a partner, the entry by the appropriate court of an order dissolving the partnership on the grounds that: (A) The conduct of all or substantially all of the limited partnership's activities and affairs is unlawful; or (B) It is not reasonably practicable to carry on the limited partnership's activities and affairs in conformity with the certificate of limited partnership and partnership agreement; or
(A) The conduct of all or substantially all of the limited partnership's activities and affairs is unlawful; or
(B) It is not reasonably practicable to carry on the limited partnership's activities and affairs in conformity with the certificate of limited partnership and partnership agreement; or
(7) The signing and filing of a statement of administrative dissolution by the secretary of state under § 61-3-811 .
(b) If an event occurs that imposes a deadline on a limited partnership under subsection (a) and before the limited partnership has met the requirements of the deadline, another event occurs that imposes a different deadline on the partnership under subsection (a): (1) The occurrence of the second event does not affect the deadline caused by the first event; and (2) The limited partnership's meeting of the requirements of the first deadline does not extend the second deadline.
(1) The occurrence of the second event does not affect the deadline caused by the first event; and
(2) The limited partnership's meeting of the requirements of the first deadline does not extend the second deadline.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-701 — TN Code / Title 61 / Chapter 2 / Section 61-2-701
Nature
Status: in_force

A partnership interest is personal property. A partner has no interest in specific limited partnership property. Acts 1988, ch. 922, § 1.
A partnership interest is personal property. A partner has no interest in specific limited partnership property.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-3-211 — TN Code / Title 61 / Chapter 3 / Section 61-3-211
Annual report for secretary of state
Status: in_force

(a) A limited partnership or registered foreign limited partnership shall deliver to the secretary of state for filing an annual report that states: (1) The name of the limited partnership or foreign limited partnership; (2) The name of its registered agent in this state; (3) The street address and zip code of its registered office and the name of its registered agent at that office in this state; (4) The name of at least one (1) general partner; and (5) In the case of a foreign limited partnership, its jurisdiction of formation and any alternate name adopted under § 61-3-1006(a) . (b) Information in the annual report must be current as of the date the report is signed by the limited partnership or registered foreign limited partnership. (c) Every limited partnership and registered foreign limited partnership shall file the annual report with the secretary of state on or before the first day of the fourth month following the close of the limited partnership's or registered foreign limited partnership's fiscal year or upon a date set by rule by the secretary of state. (d) If an annual report does not contain the information required by this section, the secretary of state must promptly notify the reporting limited partnership or registered foreign limited partnership in a record and return the report for correction. (e) If an annual report contains the name or address of a registered agent that differs from the information shown in the records of the secretary of state immediately before the report becomes effective, the differing information is considered a statement of change under § 61-3-116 . (f) If an annual report contains a street or mailing address for the principal office that differs from the information shown in the records of the secretary of state immediately before the report becomes effective, the differing information is considered a statement of change under § 61-3-116 . Amended by 2020 Tenn. Acts, ch. 719, s 32, eff. 6/22/2020. Amended by 2018 Tenn. Acts, ch. 575, s 8, eff. 3/16/2018. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
(a) A limited partnership or registered foreign limited partnership shall deliver to the secretary of state for filing an annual report that states: (1) The name of the limited partnership or foreign limited partnership; (2) The name of its registered agent in this state; (3) The street address and zip code of its registered office and the name of its registered agent at that office in this state; (4) The name of at least one (1) general partner; and (5) In the case of a foreign limited partnership, its jurisdiction of formation and any alternate name adopted under § 61-3-1006(a) .
(1) The name of the limited partnership or foreign limited partnership;
(2) The name of its registered agent in this state;
(3) The street address and zip code of its registered office and the name of its registered agent at that office in this state;
(4) The name of at least one (1) general partner; and
(5) In the case of a foreign limited partnership, its jurisdiction of formation and any alternate name adopted under § 61-3-1006(a) .
(b) Information in the annual report must be current as of the date the report is signed by the limited partnership or registered foreign limited partnership.
(c) Every limited partnership and registered foreign limited partnership shall file the annual report with the secretary of state on or before the first day of the fourth month following the close of the limited partnership's or registered foreign limited partnership's fiscal year or upon a date set by rule by the secretary of state.
(d) If an annual report does not contain the information required by this section, the secretary of state must promptly notify the reporting limited partnership or registered foreign limited partnership in a record and return the report for correction.
(e) If an annual report contains the name or address of a registered agent that differs from the information shown in the records of the secretary of state immediately before the report becomes effective, the differing information is considered a statement of change under § 61-3-116 .
(f) If an annual report contains a street or mailing address for the principal office that differs from the information shown in the records of the secretary of state immediately before the report becomes effective, the differing information is considered a statement of change under § 61-3-116 .
Amended by 2020 Tenn. Acts, ch. 719, s 32, eff. 6/22/2020.
Amended by 2018 Tenn. Acts, ch. 575, s 8, eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-302 — TN Code / Title 61 / Chapter 3 / Section 61-3-302
No agency power of limited partner as limited partner
Status: in_force

(a) A limited partner is not an agent of a limited partnership solely by reason of being a limited partner. (b) A person's status as a limited partner does not prevent or restrict law other than this chapter from imposing liability on a limited partnership because of the person's conduct. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A limited partner is not an agent of a limited partnership solely by reason of being a limited partner.
(b) A person's status as a limited partner does not prevent or restrict law other than this chapter from imposing liability on a limited partnership because of the person's conduct.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-1004 — TN Code / Title 61 / Chapter 1 / Section 61-1-1004
Activities outside the state - Foreign registered limited liability partnership
Status: in_force

(a) A partnership, including a registered limited liability partnership, formed and existing pursuant to an agreement governed by this chapter, may conduct its business, carry on its operations, and have and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or in any foreign country. (b) It is the intent of the general assembly that the legal existence of a registered limited liability partnership formed and existing pursuant to an agreement governed by this chapter be recognized outside the boundaries of this state and that the laws of this state governing such registered limited liability partnerships transacting business outside this state be granted the protection of full faith and credit under the Constitution of the United States. (c) The internal affairs of a partnership, including registered limited liability partnerships, formed and existing pursuant to an agreement governed by this chapter, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, shall be subject to and governed by the laws of this state. (d) Before transacting business in this state, a foreign registered limited liability partnership shall comply with any statutory or administrative registration or filing requirements governing the specific type of business in which the partnership is engaged, and file a notice with the secretary of state, on such forms as the secretary of state shall provide, stating: (1) The name of the partnership; (2) The jurisdiction the laws of which govern its partnership agreement and under which it is registered as a registered limited liability partnership; (3) 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); (4) If the partnership's principal office is not located in this state, the address of an office in this state and the name and address of a registered agent for service of process in this state; (5) A brief statement of the business in which the partnership engages; (6) Any other information that the partnership determines to include; and (7) A statement that the partnership is a registered limited liability partnership. Such notice shall 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). Such notice shall be effective for two (2) years from the date of filing, after which time the partnership shall file a new notice. (e) It is the policy of this state that the internal affairs of foreign registered limited liability partnerships, and the liability of partners for debts, obligations and liabilities of or chargeable to partnerships, shall be subject to and governed by the laws of such other jurisdiction. (f) (1) A foreign registered limited liability partnership registered to transact business in this state may withdraw from this state by filing with the office of the secretary of state a statement of withdrawal as a foreign registered limited liability partnership, which shall set forth the information stated in its most recent notice: that the foreign registered limited liability partnership is not transacting business in this state and that it surrenders its registration to transact business in this state; that the foreign registered limited liability partnership revokes the authority of its registered agent in this state to accept service of process and appoints the secretary of state as its agent for service of process in any action, suit, or proceeding based upon any cause of action arising during the time the foreign registered limited liability partnership was registered to transact business in this state; and a mailing address to which the secretary of state may mail a copy of any process served on the secretary of state in the capacity of agent for such registered limited liability partnership. (2) The statement of withdrawal as a foreign registered limited liability partnership shall be accompanied by a tax clearance for termination or withdrawal relative to such foreign registered limited liability partnership. (g) A foreign registered limited liability partnership may amend its notice by filing with the secretary of state a statement of amendment containing the name of the partnership, the address of its registered office in this state, and the amendment. The statement of amendment shall be accompanied by a fee of twenty dollars ($20.00). (h) The secretary of state may furnish upon request and payment of a fee of twenty dollars ($20.00) a certificate of good standing indicating that a foreign registered limited liability partnership has filed a notice pursuant to this section and is in good standing in this state as a foreign registered limited liability partnership. (i) If the secretary of state determines upon filing of the notice as provided in subsection (d), that a foreign registered limited liability partnership has been transacting business in this state without filing notice for a period of one (1) year or more, then the secretary of state shall also require that the foreign registered limited liability partnership submit a confirmation of good standing relative to such foreign registered limited liability partnership. Amended by 2014 Tenn. Acts, ch. 783, s 20, eff. 7/1/2014. Acts 1995, ch. 400, § 9; 1998, ch. 890, § 5; 2001, ch. 353; T.C.A., § 61-1-146; Acts 2010 , ch. 741, §§ 50, 51.
(a) A partnership, including a registered limited liability partnership, formed and existing pursuant to an agreement governed by this chapter, may conduct its business, carry on its operations, and have and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or in any foreign country.
(b) It is the intent of the general assembly that the legal existence of a registered limited liability partnership formed and existing pursuant to an agreement governed by this chapter be recognized outside the boundaries of this state and that the laws of this state governing such registered limited liability partnerships transacting business outside this state be granted the protection of full faith and credit under the Constitution of the United States.
(c) The internal affairs of a partnership, including registered limited liability partnerships, formed and existing pursuant to an agreement governed by this chapter, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, shall be subject to and governed by the laws of this state.
(d) Before transacting business in this state, a foreign registered limited liability partnership shall comply with any statutory or administrative registration or filing requirements governing the specific type of business in which the partnership is engaged, and file a notice with the secretary of state, on such forms as the secretary of state shall provide, stating: (1) The name of the partnership; (2) The jurisdiction the laws of which govern its partnership agreement and under which it is registered as a registered limited liability partnership; (3) 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); (4) If the partnership's principal office is not located in this state, the address of an office in this state and the name and address of a registered agent for service of process in this state; (5) A brief statement of the business in which the partnership engages; (6) Any other information that the partnership determines to include; and (7) A statement that the partnership is a registered limited liability partnership. Such notice shall 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). Such notice shall be effective for two (2) years from the date of filing, after which time the partnership shall file a new notice.
(1) The name of the partnership;
(2) The jurisdiction the laws of which govern its partnership agreement and under which it is registered as a registered limited liability partnership;
(3) 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);
(4) If the partnership's principal office is not located in this state, the address of an office in this state and the name and address of a registered agent for service of process in this state;
(5) A brief statement of the business in which the partnership engages;
(6) Any other information that the partnership determines to include; and
(7) A statement that the partnership is a registered limited liability partnership. Such notice shall 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). Such notice shall be effective for two (2) years from the date of filing, after which time the partnership shall file a new notice.
(e) It is the policy of this state that the internal affairs of foreign registered limited liability partnerships, and the liability of partners for debts, obligations and liabilities of or chargeable to partnerships, shall be subject to and governed by the laws of such other jurisdiction.
(f) (1) A foreign registered limited liability partnership registered to transact business in this state may withdraw from this state by filing with the office of the secretary of state a statement of withdrawal as a foreign registered limited liability partnership, which shall set forth the information stated in its most recent notice: that the foreign registered limited liability partnership is not transacting business in this state and that it surrenders its registration to transact business in this state; that the foreign registered limited liability partnership revokes the authority of its registered agent in this state to accept service of process and appoints the secretary of state as its agent for service of process in any action, suit, or proceeding based upon any cause of action arising during the time the foreign registered limited liability partnership was registered to transact business in this state; and a mailing address to which the secretary of state may mail a copy of any process served on the secretary of state in the capacity of agent for such registered limited liability partnership. (2) The statement of withdrawal as a foreign registered limited liability partnership shall be accompanied by a tax clearance for termination or withdrawal relative to such foreign registered limited liability partnership.
(1) A foreign registered limited liability partnership registered to transact business in this state may withdraw from this state by filing with the office of the secretary of state a statement of withdrawal as a foreign registered limited liability partnership, which shall set forth the information stated in its most recent notice: that the foreign registered limited liability partnership is not transacting business in this state and that it surrenders its registration to transact business in this state; that the foreign registered limited liability partnership revokes the authority of its registered agent in this state to accept service of process and appoints the secretary of state as its agent for service of process in any action, suit, or proceeding based upon any cause of action arising during the time the foreign registered limited liability partnership was registered to transact business in this state; and a mailing address to which the secretary of state may mail a copy of any process served on the secretary of state in the capacity of agent for such registered limited liability partnership.
(2) The statement of withdrawal as a foreign registered limited liability partnership shall be accompanied by a tax clearance for termination or withdrawal relative to such foreign registered limited liability partnership.
(g) A foreign registered limited liability partnership may amend its notice by filing with the secretary of state a statement of amendment containing the name of the partnership, the address of its registered office in this state, and the amendment. The statement of amendment shall be accompanied by a fee of twenty dollars ($20.00).
(h) The secretary of state may furnish upon request and payment of a fee of twenty dollars ($20.00) a certificate of good standing indicating that a foreign registered limited liability partnership has filed a notice pursuant to this section and is in good standing in this state as a foreign registered limited liability partnership.
(i) If the secretary of state determines upon filing of the notice as provided in subsection (d), that a foreign registered limited liability partnership has been transacting business in this state without filing notice for a period of one (1) year or more, then the secretary of state shall also require that the foreign registered limited liability partnership submit a confirmation of good standing relative to such foreign registered limited liability partnership.
Amended by 2014 Tenn. Acts, ch. 783, s 20, eff. 7/1/2014.
Acts 1995, ch. 400, § 9; 1998, ch. 890, § 5; 2001, ch. 353; T.C.A., § 61-1-146; Acts 2010 , ch. 741, §§ 50, 51.
Tenn. Code Ann. § 61-1-404 — TN Code / Title 61 / Chapter 1 / Section 61-1-404
General standards of partner's conduct
Status: in_force

(a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (b) and (c). (b) A partner's duty of loyalty to the partnership and the other partners is limited to the following: (1) To account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity; (2) To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and (3) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership. (c) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. (d) A partner shall discharge the duties to the partnership and the other partners under this act or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing. (e) A partner does not violate a duty or obligation under this act or under the partnership agreement merely because the partner's conduct furthers the partner's own interest. (f) A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law. (g) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner. Acts 2001, ch. 353.
(a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (b) and (c).
(b) A partner's duty of loyalty to the partnership and the other partners is limited to the following: (1) To account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity; (2) To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and (3) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.
(1) To account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;
(2) To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and
(3) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.
(c) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(d) A partner shall discharge the duties to the partnership and the other partners under this act or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(e) A partner does not violate a duty or obligation under this act or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.
(f) A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.
(g) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-409 — TN Code / Title 61 / Chapter 3 / Section 61-3-409
Standards of conduct for general partners
Status: in_force

(a) A general partner owes to the limited partnership and, subject to § 61-3-901 , the other partners, only the duties of loyalty and care stated in subsections (b) and (c). (b) The fiduciary duty of loyalty of a general partner includes the duties: (1) To account to the limited partnership and hold as trustee for the limited partnership any property, profit, or benefit derived by the general partner: (A) In the conduct or winding up of the partnership's activities and affairs; (B) From a use by the general partner of the partnership's property; or (C) From the appropriation of a partnership opportunity; (2) To refrain from dealing with the partnership in the conduct or winding up of the partnership's activities and affairs as or on behalf of a person having an interest adverse to the partnership; and (3) To refrain from competing with the partnership in the conduct or winding up of the partnership's activities and affairs. (c) The duty of care of a general partner in the conduct or winding up of the limited partnership's activities and affairs is to refrain from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or knowing violation of law. (d) A general partner shall discharge the duties and obligations under this chapter or under the partnership agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing. (e) A general partner does not violate a duty or obligation under this chapter or under the partnership agreement solely because the general partner's conduct furthers the general partner's own interest. (f) All the partners of a limited partnership may authorize or ratify, after full disclosure of all material facts, a specific act or transaction by a general partner that otherwise would violate the duty of loyalty. (g) It is a defense to a claim under subdivision (b)(2) and any comparable claim in equity or at common law that the transaction was fair to the limited partnership. (h) If, as permitted by subsection (f) or the partnership agreement, a general partner enters into a transaction with the limited partnership that would otherwise be prohibited by subdivision (b)(2), the general partner's rights and obligations arising from the transaction are the same as those of a person that is not a general partner. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A general partner owes to the limited partnership and, subject to § 61-3-901 , the other partners, only the duties of loyalty and care stated in subsections (b) and (c).
(b) The fiduciary duty of loyalty of a general partner includes the duties: (1) To account to the limited partnership and hold as trustee for the limited partnership any property, profit, or benefit derived by the general partner: (A) In the conduct or winding up of the partnership's activities and affairs; (B) From a use by the general partner of the partnership's property; or (C) From the appropriation of a partnership opportunity; (2) To refrain from dealing with the partnership in the conduct or winding up of the partnership's activities and affairs as or on behalf of a person having an interest adverse to the partnership; and (3) To refrain from competing with the partnership in the conduct or winding up of the partnership's activities and affairs.
(1) To account to the limited partnership and hold as trustee for the limited partnership any property, profit, or benefit derived by the general partner: (A) In the conduct or winding up of the partnership's activities and affairs; (B) From a use by the general partner of the partnership's property; or (C) From the appropriation of a partnership opportunity;
(A) In the conduct or winding up of the partnership's activities and affairs;
(B) From a use by the general partner of the partnership's property; or
(C) From the appropriation of a partnership opportunity;
(2) To refrain from dealing with the partnership in the conduct or winding up of the partnership's activities and affairs as or on behalf of a person having an interest adverse to the partnership; and
(3) To refrain from competing with the partnership in the conduct or winding up of the partnership's activities and affairs.
(c) The duty of care of a general partner in the conduct or winding up of the limited partnership's activities and affairs is to refrain from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or knowing violation of law.
(d) A general partner shall discharge the duties and obligations under this chapter or under the partnership agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing.
(e) A general partner does not violate a duty or obligation under this chapter or under the partnership agreement solely because the general partner's conduct furthers the general partner's own interest.
(f) All the partners of a limited partnership may authorize or ratify, after full disclosure of all material facts, a specific act or transaction by a general partner that otherwise would violate the duty of loyalty.
(g) It is a defense to a claim under subdivision (b)(2) and any comparable claim in equity or at common law that the transaction was fair to the limited partnership.
(h) If, as permitted by subsection (f) or the partnership agreement, a general partner enters into a transaction with the limited partnership that would otherwise be prohibited by subdivision (b)(2), the general partner's rights and obligations arising from the transaction are the same as those of a person that is not a general partner.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-206 — TN Code / Title 61 / Chapter 3 / Section 61-3-206
Filing requirements
Status: in_force

(a) To be filed by the secretary of state pursuant to this chapter, a record must be received by the secretary of state, comply with this chapter, and satisfy the following: (1) The filing of the record must be required or permitted by this chapter; (2) The record must be physically delivered in written form unless and to the extent the secretary of state permits or requires electronic delivery of the record; (3) The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters, or Arabic or Roman numerals; (4) The record must be signed by a person authorized or required under this chapter to sign the record; and (5) The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification. (b) If law other than this chapter prohibits the disclosure by the secretary of state of information contained in a record delivered to the secretary of state for filing, then the secretary of state must file the record if the record otherwise complies with this chapter but may redact the information. (c) When a record is delivered to the secretary of state for filing, any fee required under this chapter and any fee, tax, interest, or penalty required to be paid under this chapter or law other than this chapter must be paid in a manner permitted by the secretary of state or by that law. (d) The secretary of state may require that a record delivered in written form be accompanied by an exact or conformed copy. (e) The secretary of state may provide forms for filings required or permitted to be made by this chapter and may, by rule, require their use. (f) The secretary of state may require that a cover sheet for a filing be on a form prescribed by the secretary of state. (g) The secretary of state may promulgate appropriate rules establishing acceptable methods for execution of any document to be filed with the secretary of state. Amended by 2020 Tenn. Acts, ch. 719, s 31, eff. 6/22/2020. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
(a) To be filed by the secretary of state pursuant to this chapter, a record must be received by the secretary of state, comply with this chapter, and satisfy the following: (1) The filing of the record must be required or permitted by this chapter; (2) The record must be physically delivered in written form unless and to the extent the secretary of state permits or requires electronic delivery of the record; (3) The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters, or Arabic or Roman numerals; (4) The record must be signed by a person authorized or required under this chapter to sign the record; and (5) The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification.
(1) The filing of the record must be required or permitted by this chapter;
(2) The record must be physically delivered in written form unless and to the extent the secretary of state permits or requires electronic delivery of the record;
(3) The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters, or Arabic or Roman numerals;
(4) The record must be signed by a person authorized or required under this chapter to sign the record; and
(5) The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification.
(b) If law other than this chapter prohibits the disclosure by the secretary of state of information contained in a record delivered to the secretary of state for filing, then the secretary of state must file the record if the record otherwise complies with this chapter but may redact the information.
(c) When a record is delivered to the secretary of state for filing, any fee required under this chapter and any fee, tax, interest, or penalty required to be paid under this chapter or law other than this chapter must be paid in a manner permitted by the secretary of state or by that law.
(d) The secretary of state may require that a record delivered in written form be accompanied by an exact or conformed copy.
(e) The secretary of state may provide forms for filings required or permitted to be made by this chapter and may, by rule, require their use.
(f) The secretary of state may require that a cover sheet for a filing be on a form prescribed by the secretary of state.
(g) The secretary of state may promulgate appropriate rules establishing acceptable methods for execution of any document to be filed with the secretary of state.
Amended by 2020 Tenn. Acts, ch. 719, s 31, eff. 6/22/2020.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-804 — TN Code / Title 61 / Chapter 2 / Section 61-2-804
Distribution of assets
Status: in_force

(a) Upon the winding up of a limited partnership, the assets shall be distributed as follows: (1) To creditors, including partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited partnership (whether by payment or the making of reasonable provisions for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to partners under § 61-2-601 or § 61-2-604 ; (2) Unless otherwise provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under § 61-2-601 or § 61-2-604 ; and (3) Unless otherwise provided in the partnership agreement, to partners first for the return of their contributions, and second respecting their partnership interests, in the proportions in which the partners share in distributions. (b) A limited partnership which has dissolved shall pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional or unmatured claims and obligations, known to the limited partnership and all claims and obligations which are known to the limited partnership but for which the identity of the claimant is unknown. If there are sufficient assets, such claims and obligations shall be paid in full and any such provision for payment made shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Unless otherwise provided in a partnership agreement, any remaining assets shall be distributed as provided in this chapter. Any liquidating trustee winding up a limited partnership's affairs who has complied with this section shall not be personally liable to the claimants of the dissolved limited partnership by reason of such person's actions in winding up the limited partnership. Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 67-69.
(a) Upon the winding up of a limited partnership, the assets shall be distributed as follows: (1) To creditors, including partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited partnership (whether by payment or the making of reasonable provisions for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to partners under § 61-2-601 or § 61-2-604 ; (2) Unless otherwise provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under § 61-2-601 or § 61-2-604 ; and (3) Unless otherwise provided in the partnership agreement, to partners first for the return of their contributions, and second respecting their partnership interests, in the proportions in which the partners share in distributions.
(1) To creditors, including partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited partnership (whether by payment or the making of reasonable provisions for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to partners under § 61-2-601 or § 61-2-604 ;
(2) Unless otherwise provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under § 61-2-601 or § 61-2-604 ; and
(3) Unless otherwise provided in the partnership agreement, to partners first for the return of their contributions, and second respecting their partnership interests, in the proportions in which the partners share in distributions.
(b) A limited partnership which has dissolved shall pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional or unmatured claims and obligations, known to the limited partnership and all claims and obligations which are known to the limited partnership but for which the identity of the claimant is unknown. If there are sufficient assets, such claims and obligations shall be paid in full and any such provision for payment made shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Unless otherwise provided in a partnership agreement, any remaining assets shall be distributed as provided in this chapter. Any liquidating trustee winding up a limited partnership's affairs who has complied with this section shall not be personally liable to the claimants of the dissolved limited partnership by reason of such person's actions in winding up the limited partnership.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 67-69.
Tenn. Code Ann. § 61-3-1112 — TN Code / Title 61 / Chapter 3 / Section 61-3-1112
Approval of conversion
Status: in_force

(a) A plan of conversion is not effective unless it has been approved: (1) By a domestic converting limited partnership, the affirmative vote or consent of all general partners and 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; and (2) In a record, by each partner of a domestic converting limited partnership that will have interest holder liability for debts, obligations, and other liabilities that are incurred after the conversion becomes effective, unless: (A) The partnership agreement of the partnership provides in a record for the approval of a conversion or a merger in which some or all of its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all of the partners; and (B) The partner voted for or consented in a record to that provision of the partnership agreement or became a partner after the adoption of that provision. (b) A conversion involving a domestic converting entity that is not a limited partnership is not effective unless it is approved by the domestic converting entity in accordance with its organic law. (c) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A plan of conversion is not effective unless it has been approved: (1) By a domestic converting limited partnership, the affirmative vote or consent of all general partners and 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; and (2) In a record, by each partner of a domestic converting limited partnership that will have interest holder liability for debts, obligations, and other liabilities that are incurred after the conversion becomes effective, unless: (A) The partnership agreement of the partnership provides in a record for the approval of a conversion or a merger in which some or all of its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all of the partners; and (B) The partner voted for or consented in a record to that provision of the partnership agreement or became a partner after the adoption of that provision.
(1) By a domestic converting limited partnership, the affirmative vote or consent of all general partners and 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; and
(2) In a record, by each partner of a domestic converting limited partnership that will have interest holder liability for debts, obligations, and other liabilities that are incurred after the conversion becomes effective, unless: (A) The partnership agreement of the partnership provides in a record for the approval of a conversion or a merger in which some or all of its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all of the partners; and (B) The partner voted for or consented in a record to that provision of the partnership agreement or became a partner after the adoption of that provision.
(A) The partnership agreement of the partnership provides in a record for the approval of a conversion or a merger in which some or all of its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all of the partners; and
(B) The partner voted for or consented in a record to that provision of the partnership agreement or became a partner after the adoption of that provision.
(b) A conversion involving a domestic converting entity that is not a limited partnership is not effective unless it is approved by the domestic converting entity in accordance with its organic law.
(c) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-812 — TN Code / Title 61 / Chapter 3 / Section 61-3-812
Reinstatement
Status: in_force

(a) A limited partnership that is administratively dissolved under § 61-3-811 may apply to the secretary of state for reinstatement following the administrative dissolution. The application must: (1) Be accompanied by a confirmation of good standing with the department of revenue relative to the limited partnership; (2) State the name of the limited partnership at the time of the limited partnership's administrative dissolution; (3) State a name for the limited partnership that satisfies § 61-3-112 ; and (4) State that the grounds for dissolution did not exist or have been eliminated. (b) If the secretary of state determines that the application is accompanied by the confirmation of good standing with the department of revenue and contains the information required by subsection (a), and that the information is correct, then the secretary of state must cancel the certificate of dissolution and prepare a certificate of reinstatement that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the limited partnership. Service of the copy may be by first class mail. (c) If the limited partnership name in subdivision (a)(2) is different than the limited partnership name in subdivision (a)(3), the application for reinstatement must constitute an amendment to the certificate of limited partnership insofar as it pertains to the limited partnership's name. (d) When reinstatement is effective, reinstatement relates back to and takes effect as of the effective date of the administrative dissolution, and the limited partnership resumes carrying on the limited partnership's business as if the administrative dissolution had never occurred. Amended by 2018 Tenn. Acts, ch. 575,Secs.s10, s11 eff. 3/16/2018. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A limited partnership that is administratively dissolved under § 61-3-811 may apply to the secretary of state for reinstatement following the administrative dissolution. The application must: (1) Be accompanied by a confirmation of good standing with the department of revenue relative to the limited partnership; (2) State the name of the limited partnership at the time of the limited partnership's administrative dissolution; (3) State a name for the limited partnership that satisfies § 61-3-112 ; and (4) State that the grounds for dissolution did not exist or have been eliminated.
(1) Be accompanied by a confirmation of good standing with the department of revenue relative to the limited partnership;
(2) State the name of the limited partnership at the time of the limited partnership's administrative dissolution;
(3) State a name for the limited partnership that satisfies § 61-3-112 ; and
(4) State that the grounds for dissolution did not exist or have been eliminated.
(b) If the secretary of state determines that the application is accompanied by the confirmation of good standing with the department of revenue and contains the information required by subsection (a), and that the information is correct, then the secretary of state must cancel the certificate of dissolution and prepare a certificate of reinstatement that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the limited partnership. Service of the copy may be by first class mail.
(c) If the limited partnership name in subdivision (a)(2) is different than the limited partnership name in subdivision (a)(3), the application for reinstatement must constitute an amendment to the certificate of limited partnership insofar as it pertains to the limited partnership's name.
(d) When reinstatement is effective, reinstatement relates back to and takes effect as of the effective date of the administrative dissolution, and the limited partnership resumes carrying on the limited partnership's business as if the administrative dissolution had never occurred.
Amended by 2018 Tenn. Acts, ch. 575,Secs.s10, s11 eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-304 — TN Code / Title 61 / Chapter 2 / Section 61-2-304
Right to information
Status: in_force

(a) Any person shall have the right to examine the current list of the names and addresses of all general and limited partners of any partnership formed under this chapter at the registered office of the partnership during reasonable business hours, and, upon payment of reasonable costs of duplication, to make a copy thereof. (b) Each limited partner has the right, subject to such reasonable standards (including standards governing what information and documents are to be furnished, at what time and location and at whose expense) as may be set forth in the partnership agreement or otherwise established by the general partners, to obtain from the general partners, from time to time, upon reasonable demand for any purpose reasonably related to the limited partner's interest as a limited partner: (1) True and full information regarding the status of the business and financial condition of the limited partnership; (2) Promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year; (3) A current list of the name and last known business, residence or mailing address of each partner; (4) A copy of any written partnership agreement and certificate of limited partnership and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which the partnership agreement and any certificate and all amendments thereto have been executed; (5) True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each partner and which each partner has agreed to contribute in the future, and the date on which each became a partner; and (6) Other information regarding the affairs of the limited partnership as is just and reasonable. (c) A general partner shall have the right to keep confidential from limited partners for such period of time as the general partner deems reasonable, any information which the general partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the general partner in good faith believes is not in the best interest of the limited partnership or could damage the limited partnership or its business or which the limited partnership is required by law or by agreement with a third party to keep confidential. (d) A limited partnership may maintain its records in other than a written form if such form is capable of conversion into written form within a reasonable time. (e) Any demand under this section shall be in writing and shall state the purpose of such demand. (f) Any action to enforce any right arising under this section shall be brought in a court of record. Acts 1988, ch. 922, § 1; 1989, ch. 270, § 39.
(a) Any person shall have the right to examine the current list of the names and addresses of all general and limited partners of any partnership formed under this chapter at the registered office of the partnership during reasonable business hours, and, upon payment of reasonable costs of duplication, to make a copy thereof.
(b) Each limited partner has the right, subject to such reasonable standards (including standards governing what information and documents are to be furnished, at what time and location and at whose expense) as may be set forth in the partnership agreement or otherwise established by the general partners, to obtain from the general partners, from time to time, upon reasonable demand for any purpose reasonably related to the limited partner's interest as a limited partner: (1) True and full information regarding the status of the business and financial condition of the limited partnership; (2) Promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year; (3) A current list of the name and last known business, residence or mailing address of each partner; (4) A copy of any written partnership agreement and certificate of limited partnership and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which the partnership agreement and any certificate and all amendments thereto have been executed; (5) True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each partner and which each partner has agreed to contribute in the future, and the date on which each became a partner; and (6) Other information regarding the affairs of the limited partnership as is just and reasonable.
(1) True and full information regarding the status of the business and financial condition of the limited partnership;
(2) Promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year;
(3) A current list of the name and last known business, residence or mailing address of each partner;
(4) A copy of any written partnership agreement and certificate of limited partnership and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which the partnership agreement and any certificate and all amendments thereto have been executed;
(5) True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each partner and which each partner has agreed to contribute in the future, and the date on which each became a partner; and
(6) Other information regarding the affairs of the limited partnership as is just and reasonable.
(c) A general partner shall have the right to keep confidential from limited partners for such period of time as the general partner deems reasonable, any information which the general partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the general partner in good faith believes is not in the best interest of the limited partnership or could damage the limited partnership or its business or which the limited partnership is required by law or by agreement with a third party to keep confidential.
(d) A limited partnership may maintain its records in other than a written form if such form is capable of conversion into written form within a reasonable time.
(e) Any demand under this section shall be in writing and shall state the purpose of such demand.
(f) Any action to enforce any right arising under this section shall be brought in a court of record.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 39.
Tenn. Code Ann. § 61-3-603 — TN Code / Title 61 / Chapter 3 / Section 61-3-603
Dissociation as general partner
Status: in_force

A person is dissociated as a general partner when: (1) The limited partnership knows or has notice of the person's express will to withdraw as a general partner, but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on that later date; (2) An event stated in the partnership agreement as causing the person's dissociation as a general partner occurs; (3) The person is expelled as a general partner pursuant to the partnership agreement; (4) The person is expelled as a general partner by the affirmative vote or consent of all the other partners if: (A) It is unlawful to carry on the limited partnership's activities and affairs with the person as a general partner; (B) There has been a transfer of all the person's transferable interest in the partnership, other than: (i) A transfer for security purposes; or (ii) A charging order in effect under § 61-3-703 ; (C) The person is an entity and: (i) The partnership notifies the person that the person will be expelled as a general partner because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person's charter or the equivalent has been revoked, or the person's right to conduct business has been suspended by the person's jurisdiction of formation; and (ii) Not later than ninety (90) days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person's charter or the equivalent or right to conduct business has not been reinstated; or (D) The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up; (5) On application by the limited partnership or a partner in a direct action under § 61-3-901 , the person is expelled as a general partner by judicial order because the person: (A) Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the limited partnership's activities and affairs; (B) Has committed willfully or persistently, or is committing willfully or persistently, a material breach of the partnership agreement or a duty or obligation under § 61-3-409 ; or (C) Has engaged or is engaging in conduct relating to the limited partnership's activities and affairs which makes it not reasonably practicable to carry on the activities and affairs of the limited partnership with the person as a general partner; (6) In the case of an individual: (A) The individual dies; (B) A guardian or general conservator for the individual is appointed; or (C) A court orders that the individual has otherwise become incapable of performing the individual's duties as a general partner under this chapter or the partnership agreement; (7) The person: (A) Becomes a debtor in bankruptcy; (B) Executes an assignment for the benefit of creditors; or (C) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person's property; (8) In the case of a person that is a testamentary or inter vivos trust or is acting as a general partner by virtue of being a trustee of the trust, the trust's entire transferable interest in the limited partnership is distributed; (9) In the case of a person that is an estate or is acting as a general partner by virtue of being a personal representative of an estate, the estate's entire transferable interest in the limited partnership is distributed; (10) In the case of a person that is not an individual, the existence of the person terminates; (11) The limited partnership participates in a merger under part 11 of this chapter; and (A) The partnership is not the surviving entity; or (B) Otherwise as a result of the merger, the person ceases to be a general partner; (12) The limited partnership participates in a conversion under part 11 of this chapter; or (13) The limited partnership dissolves and completes winding up. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
A person is dissociated as a general partner when:
(1) The limited partnership knows or has notice of the person's express will to withdraw as a general partner, but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on that later date;
(2) An event stated in the partnership agreement as causing the person's dissociation as a general partner occurs;
(3) The person is expelled as a general partner pursuant to the partnership agreement;
(4) The person is expelled as a general partner by the affirmative vote or consent of all the other partners if: (A) It is unlawful to carry on the limited partnership's activities and affairs with the person as a general partner; (B) There has been a transfer of all the person's transferable interest in the partnership, other than: (i) A transfer for security purposes; or (ii) A charging order in effect under § 61-3-703 ; (C) The person is an entity and: (i) The partnership notifies the person that the person will be expelled as a general partner because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person's charter or the equivalent has been revoked, or the person's right to conduct business has been suspended by the person's jurisdiction of formation; and (ii) Not later than ninety (90) days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person's charter or the equivalent or right to conduct business has not been reinstated; or (D) The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up;
(A) It is unlawful to carry on the limited partnership's activities and affairs with the person as a general partner;
(B) There has been a transfer of all the person's transferable interest in the partnership, other than: (i) A transfer for security purposes; or (ii) A charging order in effect under § 61-3-703 ;
(i) A transfer for security purposes; or
(ii) A charging order in effect under § 61-3-703 ;
(C) The person is an entity and: (i) The partnership notifies the person that the person will be expelled as a general partner because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person's charter or the equivalent has been revoked, or the person's right to conduct business has been suspended by the person's jurisdiction of formation; and (ii) Not later than ninety (90) days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person's charter or the equivalent or right to conduct business has not been reinstated; or
(i) The partnership notifies the person that the person will be expelled as a general partner because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person's charter or the equivalent has been revoked, or the person's right to conduct business has been suspended by the person's jurisdiction of formation; and
(ii) Not later than ninety (90) days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person's charter or the equivalent or right to conduct business has not been reinstated; or
(D) The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up;
(5) On application by the limited partnership or a partner in a direct action under § 61-3-901 , the person is expelled as a general partner by judicial order because the person: (A) Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the limited partnership's activities and affairs; (B) Has committed willfully or persistently, or is committing willfully or persistently, a material breach of the partnership agreement or a duty or obligation under § 61-3-409 ; or (C) Has engaged or is engaging in conduct relating to the limited partnership's activities and affairs which makes it not reasonably practicable to carry on the activities and affairs of the limited partnership with the person as a general partner;
(A) Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the limited partnership's activities and affairs;
(B) Has committed willfully or persistently, or is committing willfully or persistently, a material breach of the partnership agreement or a duty or obligation under § 61-3-409 ; or
(C) Has engaged or is engaging in conduct relating to the limited partnership's activities and affairs which makes it not reasonably practicable to carry on the activities and affairs of the limited partnership with the person as a general partner;
(6) In the case of an individual: (A) The individual dies; (B) A guardian or general conservator for the individual is appointed; or (C) A court orders that the individual has otherwise become incapable of performing the individual's duties as a general partner under this chapter or the partnership agreement;
(A) The individual dies;
(B) A guardian or general conservator for the individual is appointed; or
(C) A court orders that the individual has otherwise become incapable of performing the individual's duties as a general partner under this chapter or the partnership agreement;
(7) The person: (A) Becomes a debtor in bankruptcy; (B) Executes an assignment for the benefit of creditors; or (C) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person's property;
(A) Becomes a debtor in bankruptcy;
(B) Executes an assignment for the benefit of creditors; or
(C) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person's property;
(8) In the case of a person that is a testamentary or inter vivos trust or is acting as a general partner by virtue of being a trustee of the trust, the trust's entire transferable interest in the limited partnership is distributed;
(9) In the case of a person that is an estate or is acting as a general partner by virtue of being a personal representative of an estate, the estate's entire transferable interest in the limited partnership is distributed;
(10) In the case of a person that is not an individual, the existence of the person terminates;
(11) The limited partnership participates in a merger under part 11 of this chapter; and (A) The partnership is not the surviving entity; or (B) Otherwise as a result of the merger, the person ceases to be a general partner;
(A) The partnership is not the surviving entity; or
(B) Otherwise as a result of the merger, the person ceases to be a general partner;
(12) The limited partnership participates in a conversion under part 11 of this chapter; or
(13) The limited partnership dissolves and completes winding up.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-1003 — TN Code / Title 61 / Chapter 2 / Section 61-2-1003
Complaint
Status: in_force

In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort. Acts 1988, ch. 922, § 1.
In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-3-601 — TN Code / Title 61 / Chapter 3 / Section 61-3-601
Dissociation as limited partner
Status: in_force

(a) A person does not have a right to dissociate as a limited partner before the completion of the winding up of the limited partnership. (b) A person is dissociated as a limited partner when: (1) The limited partnership knows or has notice of the person's express will to withdraw as a limited partner, but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on that later date; (2) An event stated in the partnership agreement as causing the person's dissociation as a limited partner occurs; (3) The person is expelled as a limited partner pursuant to the partnership agreement; (4) The person is expelled as a limited partner by the affirmative vote or consent of all the other partners if: (A) It is unlawful to carry on the limited partnership's activities and affairs with the person as a limited partner; (B) There has been a transfer of all the person's transferable interest in the limited partnership, other than: (i) A transfer for security purposes; or (ii) A charging order in effect under § 61-3-703 ; (C) The person is an entity and: (i) The limited partnership notifies the person that the person will be expelled as a limited partner because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person's charter or the equivalent has been revoked, or the person's right to conduct business has been suspended by the person's jurisdiction of formation; and (ii) Not later than ninety (90) days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person's charter or the equivalent or right to conduct business has not been reinstated; or (D) The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up; (5) On application by the limited partnership or a partner in a direct action under § 61-3-901 , the person is expelled as a limited partner by judicial order because the person: (A) Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the limited partnership's activities and affairs; (B) Has committed willfully or persistently, or is committing willfully and persistently, a material breach of the partnership agreement or the contractual obligation of good faith and fair dealing under § 61-3-305(a) ; or (C) Has engaged or is engaging in conduct relating to the limited partnership's activities and affairs that makes it not reasonably practicable to carry on the activities and affairs with the person as a limited partner; (6) In the case of an individual, the individual dies; (7) In the case of a person that is a testamentary or inter vivos trust or is acting as a limited partner by virtue of being a trustee of such a trust, the trust's entire transferable interest in the limited partnership is distributed; (8) In the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, the estate's entire transferable interest in the limited partnership is distributed; (9) In the case of a person that is not an individual, the existence of the person terminates; (10) The limited partnership participates in a merger under part 11 of this chapter; and (A) The partnership is not the surviving entity; or (B) Otherwise as a result of the merger, the person ceases to be a limited partner; (11) The limited partnership participates in a conversion under part 11 of this chapter; or (12) The limited partnership dissolves and completes winding up. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A person does not have a right to dissociate as a limited partner before the completion of the winding up of the limited partnership.
(b) A person is dissociated as a limited partner when: (1) The limited partnership knows or has notice of the person's express will to withdraw as a limited partner, but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on that later date; (2) An event stated in the partnership agreement as causing the person's dissociation as a limited partner occurs; (3) The person is expelled as a limited partner pursuant to the partnership agreement; (4) The person is expelled as a limited partner by the affirmative vote or consent of all the other partners if: (A) It is unlawful to carry on the limited partnership's activities and affairs with the person as a limited partner; (B) There has been a transfer of all the person's transferable interest in the limited partnership, other than: (i) A transfer for security purposes; or (ii) A charging order in effect under § 61-3-703 ; (C) The person is an entity and: (i) The limited partnership notifies the person that the person will be expelled as a limited partner because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person's charter or the equivalent has been revoked, or the person's right to conduct business has been suspended by the person's jurisdiction of formation; and (ii) Not later than ninety (90) days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person's charter or the equivalent or right to conduct business has not been reinstated; or (D) The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up; (5) On application by the limited partnership or a partner in a direct action under § 61-3-901 , the person is expelled as a limited partner by judicial order because the person: (A) Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the limited partnership's activities and affairs; (B) Has committed willfully or persistently, or is committing willfully and persistently, a material breach of the partnership agreement or the contractual obligation of good faith and fair dealing under § 61-3-305(a) ; or (C) Has engaged or is engaging in conduct relating to the limited partnership's activities and affairs that makes it not reasonably practicable to carry on the activities and affairs with the person as a limited partner; (6) In the case of an individual, the individual dies; (7) In the case of a person that is a testamentary or inter vivos trust or is acting as a limited partner by virtue of being a trustee of such a trust, the trust's entire transferable interest in the limited partnership is distributed; (8) In the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, the estate's entire transferable interest in the limited partnership is distributed; (9) In the case of a person that is not an individual, the existence of the person terminates; (10) The limited partnership participates in a merger under part 11 of this chapter; and (A) The partnership is not the surviving entity; or (B) Otherwise as a result of the merger, the person ceases to be a limited partner; (11) The limited partnership participates in a conversion under part 11 of this chapter; or (12) The limited partnership dissolves and completes winding up.
(1) The limited partnership knows or has notice of the person's express will to withdraw as a limited partner, but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on that later date;
(2) An event stated in the partnership agreement as causing the person's dissociation as a limited partner occurs;
(3) The person is expelled as a limited partner pursuant to the partnership agreement;
(4) The person is expelled as a limited partner by the affirmative vote or consent of all the other partners if: (A) It is unlawful to carry on the limited partnership's activities and affairs with the person as a limited partner; (B) There has been a transfer of all the person's transferable interest in the limited partnership, other than: (i) A transfer for security purposes; or (ii) A charging order in effect under § 61-3-703 ; (C) The person is an entity and: (i) The limited partnership notifies the person that the person will be expelled as a limited partner because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person's charter or the equivalent has been revoked, or the person's right to conduct business has been suspended by the person's jurisdiction of formation; and (ii) Not later than ninety (90) days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person's charter or the equivalent or right to conduct business has not been reinstated; or (D) The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up;
(A) It is unlawful to carry on the limited partnership's activities and affairs with the person as a limited partner;
(B) There has been a transfer of all the person's transferable interest in the limited partnership, other than: (i) A transfer for security purposes; or (ii) A charging order in effect under § 61-3-703 ;
(i) A transfer for security purposes; or
(ii) A charging order in effect under § 61-3-703 ;
(C) The person is an entity and: (i) The limited partnership notifies the person that the person will be expelled as a limited partner because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person's charter or the equivalent has been revoked, or the person's right to conduct business has been suspended by the person's jurisdiction of formation; and (ii) Not later than ninety (90) days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person's charter or the equivalent or right to conduct business has not been reinstated; or
(i) The limited partnership notifies the person that the person will be expelled as a limited partner because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person's charter or the equivalent has been revoked, or the person's right to conduct business has been suspended by the person's jurisdiction of formation; and
(ii) Not later than ninety (90) days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person's charter or the equivalent or right to conduct business has not been reinstated; or
(D) The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up;
(5) On application by the limited partnership or a partner in a direct action under § 61-3-901 , the person is expelled as a limited partner by judicial order because the person: (A) Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the limited partnership's activities and affairs; (B) Has committed willfully or persistently, or is committing willfully and persistently, a material breach of the partnership agreement or the contractual obligation of good faith and fair dealing under § 61-3-305(a) ; or (C) Has engaged or is engaging in conduct relating to the limited partnership's activities and affairs that makes it not reasonably practicable to carry on the activities and affairs with the person as a limited partner;
(A) Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the limited partnership's activities and affairs;
(B) Has committed willfully or persistently, or is committing willfully and persistently, a material breach of the partnership agreement or the contractual obligation of good faith and fair dealing under § 61-3-305(a) ; or
(C) Has engaged or is engaging in conduct relating to the limited partnership's activities and affairs that makes it not reasonably practicable to carry on the activities and affairs with the person as a limited partner;
(6) In the case of an individual, the individual dies;
(7) In the case of a person that is a testamentary or inter vivos trust or is acting as a limited partner by virtue of being a trustee of such a trust, the trust's entire transferable interest in the limited partnership is distributed;
(8) In the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, the estate's entire transferable interest in the limited partnership is distributed;
(9) In the case of a person that is not an individual, the existence of the person terminates;
(10) The limited partnership participates in a merger under part 11 of this chapter; and (A) The partnership is not the surviving entity; or (B) Otherwise as a result of the merger, the person ceases to be a limited partner;
(A) The partnership is not the surviving entity; or
(B) Otherwise as a result of the merger, the person ceases to be a limited partner;
(11) The limited partnership participates in a conversion under part 11 of this chapter; or
(12) The limited partnership dissolves and completes winding up.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-1107 — TN Code / Title 61 / Chapter 3 / Section 61-3-1107
Amendment or abandonment of plan of merger
Status: in_force

(a) A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. (b) A domestic merging limited partnership may approve an amendment of a plan of merger: (1) In the same manner as the plan was approved, if the plan does not provide for the manner in which the plan may be amended; or (2) By its partners in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change: (A) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by the interest holders of any party to the plan; (B) The public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or (C) Any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect. (c) After a plan of merger has been approved and before the articles of merger becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic merging limited partnership may abandon the plan in the same manner as the plan was approved. (d) If a plan of merger is abandoned after articles of merger have been delivered to the secretary of state for filing and before the articles become effective, a statement of abandonment, signed by a party to the plan, must be delivered to the secretary of state for filing before the articles of merger become effective. The statement of abandonment takes effect on filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain: (1) The name of each party to the plan of merger; (2) The date on which the articles of merger were filed by the secretary of state; and (3) A statement that the merger has been abandoned in accordance with this section. Amended by 2018 Tenn. Acts, ch. 575,Secs.s25, s26 eff. 3/16/2018. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan.
(b) A domestic merging limited partnership may approve an amendment of a plan of merger: (1) In the same manner as the plan was approved, if the plan does not provide for the manner in which the plan may be amended; or (2) By its partners in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change: (A) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by the interest holders of any party to the plan; (B) The public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or (C) Any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect.
(1) In the same manner as the plan was approved, if the plan does not provide for the manner in which the plan may be amended; or
(2) By its partners in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change: (A) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by the interest holders of any party to the plan; (B) The public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or (C) Any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect.
(A) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by the interest holders of any party to the plan;
(B) The public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or
(C) Any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect.
(c) After a plan of merger has been approved and before the articles of merger becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic merging limited partnership may abandon the plan in the same manner as the plan was approved.
(d) If a plan of merger is abandoned after articles of merger have been delivered to the secretary of state for filing and before the articles become effective, a statement of abandonment, signed by a party to the plan, must be delivered to the secretary of state for filing before the articles of merger become effective. The statement of abandonment takes effect on filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain: (1) The name of each party to the plan of merger; (2) The date on which the articles of merger were filed by the secretary of state; and (3) A statement that the merger has been abandoned in accordance with this section.
(1) The name of each party to the plan of merger;
(2) The date on which the articles of merger were filed by the secretary of state; and
(3) A statement that the merger has been abandoned in accordance with this section.
Amended by 2018 Tenn. Acts, ch. 575,Secs.s25, s26 eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-906 — TN Code / Title 61 / Chapter 3 / Section 61-3-906
Proceeds and expenses
Status: in_force

(a) Except as otherwise provided in subsection (b): (1) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the plaintiff; and (2) If the plaintiff receives any proceeds, the plaintiff must remit the proceeds immediately to the limited partnership. (b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited partnership. (c) A derivative action on behalf of a limited partnership must not be voluntarily dismissed or settled without the court's approval. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) Except as otherwise provided in subsection (b): (1) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the plaintiff; and (2) If the plaintiff receives any proceeds, the plaintiff must remit the proceeds immediately to the limited partnership.
(1) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the plaintiff; and
(2) If the plaintiff receives any proceeds, the plaintiff must remit the proceeds immediately to the limited partnership.
(b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited partnership.
(c) A derivative action on behalf of a limited partnership must not be voluntarily dismissed or settled without the court's approval.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-106 — TN Code / Title 61 / Chapter 2 / Section 61-2-106
Service on secretary of state
Status: in_force

(a) Service on the secretary of state, when the secretary of state is an agent for a domestic or foreign limited partnership as provided in § 61-2-105(b) , of any process, notice or demand shall be made by delivering to the secretary of state the original and one (1) copy of such process, notice or demand, duly certified by the clerk of the court in which the suit or action is pending or brought, together with the proper fee. A statement which identifies which of the grounds (as listed in § 61-2-105(b) ), for service on the secretary of state is applicable, must be included. The secretary of state shall endorse the time of receipt upon the original and copy and immediately shall send the copy, along with a written notice that service of the original was also made, by registered or certified mail, with return receipt requested, addressed to such limited partnership at its registered office or principal office (or designated alternative mailing address) as shown in the records on file in the secretary of state's office or as shown in the official registry of the state or country in which such limited partnership is formed. If none of the previously mentioned addresses are available to the secretary of state, service may be made to any one (1) of the general partners at the address set forth in the certificate of limited partnership. The secretary of state may require the plaintiff (or complainant as the case may be) or the plaintiff's attorney to furnish the latter address. (b) The refusal or failure of such limited partnership to accept delivery of the registered or certified mail provided for in subsection (a), or the refusal or failure to sign the return receipt, shall not affect the validity of such service, and any such limited partnership refusing or failing to accept delivery of such registered or certified mail shall be charged with knowledge of the contents of any process, notice or demand contained therein. (c) When the registered or certified mail return receipt is received by the secretary of state or when a limited partnership refuses or fails to accept delivery of the registered or certified mail and it is returned to the secretary of state, the secretary of state shall forward the receipt or such refused or undelivered mail to the clerk of the court in which the suit or action is pending, together with the original process, notice or demand, a copy of the notice the secretary of state sent to the defendant limited partnership and the affidavit setting forth compliance with this section. Upon receipt thereof, the clerk shall copy the affidavit on the rule docket of the court and shall mark it, the receipt or refused or undelivered mail, and the copy of notice as of the day received and place them in the file of the suit or action where the process and pleadings are kept, and such receipt or refused or undelivered mail, affidavit and copy of notice shall be and become a part of the technical record in the suit or action, and thereupon service on the defendant shall be complete. Service made under this section shall have the same legal force and validity as if the service had been made personally in this state. (d) Subsequent pleadings or papers permitted or required to be served on such defendant domestic or foreign limited partnership may be served on the secretary of state as agent for such defendant limited partnership in the same manner, at the same cost and with the same effect as process, notice or demand are served on the secretary of state as agent for such defendant limited partnership under this section. (e) No appearance shall be required in the suit or action by the defendant domestic or foreign limited partnership nor shall any judgment be taken against the domestic or foreign limited partnership in less than one (1) month after the date service is completed under this section. (f) The secretary of state shall keep a record of all processes, notices and demands served upon the secretary of state under this section, which record shall include the time of such service and the action with reference thereto. Amended by 2014 Tenn. Acts, ch. 783,s 21, eff. 7/1/2014. Acts 1988, ch. 922, § 1; 1989, ch. 270, § 8.
(a) Service on the secretary of state, when the secretary of state is an agent for a domestic or foreign limited partnership as provided in § 61-2-105(b) , of any process, notice or demand shall be made by delivering to the secretary of state the original and one (1) copy of such process, notice or demand, duly certified by the clerk of the court in which the suit or action is pending or brought, together with the proper fee. A statement which identifies which of the grounds (as listed in § 61-2-105(b) ), for service on the secretary of state is applicable, must be included. The secretary of state shall endorse the time of receipt upon the original and copy and immediately shall send the copy, along with a written notice that service of the original was also made, by registered or certified mail, with return receipt requested, addressed to such limited partnership at its registered office or principal office (or designated alternative mailing address) as shown in the records on file in the secretary of state's office or as shown in the official registry of the state or country in which such limited partnership is formed. If none of the previously mentioned addresses are available to the secretary of state, service may be made to any one (1) of the general partners at the address set forth in the certificate of limited partnership. The secretary of state may require the plaintiff (or complainant as the case may be) or the plaintiff's attorney to furnish the latter address.
(b) The refusal or failure of such limited partnership to accept delivery of the registered or certified mail provided for in subsection (a), or the refusal or failure to sign the return receipt, shall not affect the validity of such service, and any such limited partnership refusing or failing to accept delivery of such registered or certified mail shall be charged with knowledge of the contents of any process, notice or demand contained therein.
(c) When the registered or certified mail return receipt is received by the secretary of state or when a limited partnership refuses or fails to accept delivery of the registered or certified mail and it is returned to the secretary of state, the secretary of state shall forward the receipt or such refused or undelivered mail to the clerk of the court in which the suit or action is pending, together with the original process, notice or demand, a copy of the notice the secretary of state sent to the defendant limited partnership and the affidavit setting forth compliance with this section. Upon receipt thereof, the clerk shall copy the affidavit on the rule docket of the court and shall mark it, the receipt or refused or undelivered mail, and the copy of notice as of the day received and place them in the file of the suit or action where the process and pleadings are kept, and such receipt or refused or undelivered mail, affidavit and copy of notice shall be and become a part of the technical record in the suit or action, and thereupon service on the defendant shall be complete. Service made under this section shall have the same legal force and validity as if the service had been made personally in this state.
(d) Subsequent pleadings or papers permitted or required to be served on such defendant domestic or foreign limited partnership may be served on the secretary of state as agent for such defendant limited partnership in the same manner, at the same cost and with the same effect as process, notice or demand are served on the secretary of state as agent for such defendant limited partnership under this section.
(e) No appearance shall be required in the suit or action by the defendant domestic or foreign limited partnership nor shall any judgment be taken against the domestic or foreign limited partnership in less than one (1) month after the date service is completed under this section.
(f) The secretary of state shall keep a record of all processes, notices and demands served upon the secretary of state under this section, which record shall include the time of such service and the action with reference thereto.
Amended by 2014 Tenn. Acts, ch. 783,s 21, eff. 7/1/2014.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 8.
Tenn. Code Ann. § 61-1-705 — TN Code / Title 61 / Chapter 1 / Section 61-1-705
Continued use of partnership name
Status: in_force

Continued use of a partnership name, or a dissociated partner's name as a part of the partnership name, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business. Acts 2001, ch. 353.
Continued use of a partnership name, or a dissociated partner's name as a part of the partnership name, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-102 — TN Code / Title 61 / Chapter 3 / Section 61-3-102
Knowledge - notice
Status: in_force

(a) A person knows a fact if the person: (1) Has actual knowledge of it; or (2) Is deemed to know it under law other than this chapter. (b) A person has notice of a fact if the person: (1) Has reason to know the fact from all the facts known to the person at the time in question; or (2) Is deemed to have notice of the fact under subsection (c) or (d). (c) A certificate of limited partnership filed with the secretary of state is notice that the partnership is a limited partnership and that the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (d), the certificate is not notice of any other fact not set out in this subsection (c). (d) A person who is not a partner, is deemed to have notice of: (1) A person's dissociation as a general partner the earlier of: (A) Ninety (90) days after an amendment to the certificate of limited partnership stating that the other person has dissociated becomes effective; or (B) Ninety (90) days after a statement of dissociation pertaining to the other person becomes effective; (2) A limited partnership's: (A) Dissolution ninety (90) days after an amendment to the certificate of limited partnership stating that the limited partnership is dissolved becomes effective; termination ninety (90) days after a statement of termination under § 61-3-802(b)(1)(B) becomes effective; and (B) Participation in a merger, conversion, or domestication, ninety (90) days after articles of merger, conversion, or domestication under part 11 of this chapter become effective. (e) Subject to § 61-3-209(f) , a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact. (f) A general partner's knowledge or notice of a fact relating to the limited partnership is effective immediately as knowledge of or notice to the partnership, except in the case of a fraud on the partnership committed by or with the consent of the general partner. A limited partner's knowledge or notice of a fact relating to the partnership is not effective as knowledge of or notice to the partnership. Amended by 2018 Tenn. Acts, ch. 575, s 2, eff. 3/16/2018. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
(a) A person knows a fact if the person: (1) Has actual knowledge of it; or (2) Is deemed to know it under law other than this chapter.
(1) Has actual knowledge of it; or
(2) Is deemed to know it under law other than this chapter.
(b) A person has notice of a fact if the person: (1) Has reason to know the fact from all the facts known to the person at the time in question; or (2) Is deemed to have notice of the fact under subsection (c) or (d).
(1) Has reason to know the fact from all the facts known to the person at the time in question; or
(2) Is deemed to have notice of the fact under subsection (c) or (d).
(c) A certificate of limited partnership filed with the secretary of state is notice that the partnership is a limited partnership and that the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (d), the certificate is not notice of any other fact not set out in this subsection (c).
(d) A person who is not a partner, is deemed to have notice of: (1) A person's dissociation as a general partner the earlier of: (A) Ninety (90) days after an amendment to the certificate of limited partnership stating that the other person has dissociated becomes effective; or (B) Ninety (90) days after a statement of dissociation pertaining to the other person becomes effective; (2) A limited partnership's: (A) Dissolution ninety (90) days after an amendment to the certificate of limited partnership stating that the limited partnership is dissolved becomes effective; termination ninety (90) days after a statement of termination under § 61-3-802(b)(1)(B) becomes effective; and (B) Participation in a merger, conversion, or domestication, ninety (90) days after articles of merger, conversion, or domestication under part 11 of this chapter become effective.
(1) A person's dissociation as a general partner the earlier of: (A) Ninety (90) days after an amendment to the certificate of limited partnership stating that the other person has dissociated becomes effective; or (B) Ninety (90) days after a statement of dissociation pertaining to the other person becomes effective;
(A) Ninety (90) days after an amendment to the certificate of limited partnership stating that the other person has dissociated becomes effective; or
(B) Ninety (90) days after a statement of dissociation pertaining to the other person becomes effective;
(2) A limited partnership's: (A) Dissolution ninety (90) days after an amendment to the certificate of limited partnership stating that the limited partnership is dissolved becomes effective; termination ninety (90) days after a statement of termination under § 61-3-802(b)(1)(B) becomes effective; and (B) Participation in a merger, conversion, or domestication, ninety (90) days after articles of merger, conversion, or domestication under part 11 of this chapter become effective.
(A) Dissolution ninety (90) days after an amendment to the certificate of limited partnership stating that the limited partnership is dissolved becomes effective; termination ninety (90) days after a statement of termination under § 61-3-802(b)(1)(B) becomes effective; and
(B) Participation in a merger, conversion, or domestication, ninety (90) days after articles of merger, conversion, or domestication under part 11 of this chapter become effective.
(e) Subject to § 61-3-209(f) , a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.
(f) A general partner's knowledge or notice of a fact relating to the limited partnership is effective immediately as knowledge of or notice to the partnership, except in the case of a fraud on the partnership committed by or with the consent of the general partner. A limited partner's knowledge or notice of a fact relating to the partnership is not effective as knowledge of or notice to the partnership.
Amended by 2018 Tenn. Acts, ch. 575, s 2, eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-406 — TN Code / Title 61 / Chapter 3 / Section 61-3-406
Management rights of general partner
Status: in_force

(a) Each general partner has equal rights in the management and conduct of the limited partnership's activities and affairs. Except as otherwise provided in this chapter, any matter relating to the activities and affairs of the partnership is decided exclusively by the general partner or, if there is more than one (1) general partner, by a majority of the general partners. (b) The affirmative vote or consent of all the partners is required to: (1) Amend the partnership agreement; (2) Amend the certificate of limited partnership to add or delete a statement that the limited partnership is a limited liability limited partnership; and (3) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the good will, other than in the usual and regular course of the limited partnership's activities and affairs. (c) A limited partnership shall reimburse a general partner for an advance to the partnership beyond the amount of capital the general partner agreed to contribute. (d) A payment or advance made by a general partner which gives rise to a limited partnership obligation under subsection (c) or § 61-3-408(a) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance. (e) A general partner is not entitled to remuneration for services performed for the limited partnership. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) Each general partner has equal rights in the management and conduct of the limited partnership's activities and affairs. Except as otherwise provided in this chapter, any matter relating to the activities and affairs of the partnership is decided exclusively by the general partner or, if there is more than one (1) general partner, by a majority of the general partners.
(b) The affirmative vote or consent of all the partners is required to: (1) Amend the partnership agreement; (2) Amend the certificate of limited partnership to add or delete a statement that the limited partnership is a limited liability limited partnership; and (3) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the good will, other than in the usual and regular course of the limited partnership's activities and affairs.
(1) Amend the partnership agreement;
(2) Amend the certificate of limited partnership to add or delete a statement that the limited partnership is a limited liability limited partnership; and
(3) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the good will, other than in the usual and regular course of the limited partnership's activities and affairs.
(c) A limited partnership shall reimburse a general partner for an advance to the partnership beyond the amount of capital the general partner agreed to contribute.
(d) A payment or advance made by a general partner which gives rise to a limited partnership obligation under subsection (c) or § 61-3-408(a) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.
(e) A general partner is not entitled to remuneration for services performed for the limited partnership.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-804 — TN Code / Title 61 / Chapter 1 / Section 61-1-804
Partner's power to bind partnership after dissolution
Status: in_force

Subject to § 61-1-805 , a partnership is bound by a partner's act after dissolution that: (1) Is appropriate for winding up the partnership business; or (2) Would have bound the partnership under § 61-1-301 before dissolution, if the other party to the transaction did not have notice of the dissolution. Acts 2001, ch. 353.
Subject to § 61-1-805 , a partnership is bound by a partner's act after dissolution that:
(1) Is appropriate for winding up the partnership business; or
(2) Would have bound the partnership under § 61-1-301 before dissolution, if the other party to the transaction did not have notice of the dissolution.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-2-402 — TN Code / Title 61 / Chapter 2 / Section 61-2-402
When person ceases to be partner
Status: in_force

(a) A person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (1) The general partner withdraws from the limited partnership as provided in § 61-2-602 ; (2) The general partner ceases to be a general partner of the limited partnership as provided in § 61-2-702 ; (3) The general partner is removed as a general partner in accordance with the partnership agreement; (4) Unless otherwise provided in the partnership agreement, or with the approval of all partners, the general partner: (A) Makes an assignment for the benefit of creditors; (B) Files a voluntary petition in bankruptcy; (C) Is adjudged bankrupt or insolvent, or has entered against him an order for relief in any bankruptcy or insolvency proceeding; (D) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (E) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or (F) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties; (5) Unless otherwise provided in the partnership agreement, or with the approval of all partners, one hundred twenty (120) days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within ninety (90) days after the appointment without his consent or acquiescence of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed, or within ninety (90) days after the expiration of any such stay, the appointment is not vacated; (6) In the case of a general partner who is a natural person: (A) His death; or (B) The entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his property; (7) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee); (8) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership; (9) In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter and the expiration of ninety (90) days after the date of notice to the corporation of administrative dissolution or revocation without a reinstatement of its charter; or (10) Unless otherwise provided in the partnership agreement, or with the written consent of all partners in the case of a general partner that is an estate, the distribution by the fiduciary of the estate's entire interest in the limited partnership. (b) A general partner who suffers an event that with the passage of the specified period becomes an event of withdrawal under subdivisions (a)(4), (5) or (9) shall notify each other general partner, or in the event that there is no other general partner, each limited partner, of the occurrence of the event within thirty (30) days after the date of its occurrence. Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 42-47.
(a) A person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (1) The general partner withdraws from the limited partnership as provided in § 61-2-602 ; (2) The general partner ceases to be a general partner of the limited partnership as provided in § 61-2-702 ; (3) The general partner is removed as a general partner in accordance with the partnership agreement; (4) Unless otherwise provided in the partnership agreement, or with the approval of all partners, the general partner: (A) Makes an assignment for the benefit of creditors; (B) Files a voluntary petition in bankruptcy; (C) Is adjudged bankrupt or insolvent, or has entered against him an order for relief in any bankruptcy or insolvency proceeding; (D) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (E) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or (F) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties; (5) Unless otherwise provided in the partnership agreement, or with the approval of all partners, one hundred twenty (120) days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within ninety (90) days after the appointment without his consent or acquiescence of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed, or within ninety (90) days after the expiration of any such stay, the appointment is not vacated; (6) In the case of a general partner who is a natural person: (A) His death; or (B) The entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his property; (7) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee); (8) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership; (9) In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter and the expiration of ninety (90) days after the date of notice to the corporation of administrative dissolution or revocation without a reinstatement of its charter; or (10) Unless otherwise provided in the partnership agreement, or with the written consent of all partners in the case of a general partner that is an estate, the distribution by the fiduciary of the estate's entire interest in the limited partnership.
(1) The general partner withdraws from the limited partnership as provided in § 61-2-602 ;
(2) The general partner ceases to be a general partner of the limited partnership as provided in § 61-2-702 ;
(3) The general partner is removed as a general partner in accordance with the partnership agreement;
(4) Unless otherwise provided in the partnership agreement, or with the approval of all partners, the general partner: (A) Makes an assignment for the benefit of creditors; (B) Files a voluntary petition in bankruptcy; (C) Is adjudged bankrupt or insolvent, or has entered against him an order for relief in any bankruptcy or insolvency proceeding; (D) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (E) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or (F) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties;
(A) Makes an assignment for the benefit of creditors;
(B) Files a voluntary petition in bankruptcy;
(C) Is adjudged bankrupt or insolvent, or has entered against him an order for relief in any bankruptcy or insolvency proceeding;
(D) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;
(E) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or
(F) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties;
(5) Unless otherwise provided in the partnership agreement, or with the approval of all partners, one hundred twenty (120) days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within ninety (90) days after the appointment without his consent or acquiescence of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed, or within ninety (90) days after the expiration of any such stay, the appointment is not vacated;
(6) In the case of a general partner who is a natural person: (A) His death; or (B) The entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his property;
(A) His death; or
(B) The entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his property;
(7) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee);
(8) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;
(9) In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter and the expiration of ninety (90) days after the date of notice to the corporation of administrative dissolution or revocation without a reinstatement of its charter; or
(10) Unless otherwise provided in the partnership agreement, or with the written consent of all partners in the case of a general partner that is an estate, the distribution by the fiduciary of the estate's entire interest in the limited partnership.
(b) A general partner who suffers an event that with the passage of the specified period becomes an event of withdrawal under subdivisions (a)(4), (5) or (9) shall notify each other general partner, or in the event that there is no other general partner, each limited partner, of the occurrence of the event within thirty (30) days after the date of its occurrence.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 42-47.
Tenn. Code Ann. § 61-1-306 — TN Code / Title 61 / Chapter 1 / Section 61-1-306
Partner's liability
Status: in_force

(a) Except as otherwise provided in subsections (b)-(g), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. (b) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner. (c) An obligation of a partnership incurred while the partnership is a registered limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a partner. This subsection (c) applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a registered limited liability partnership under § 61-1-1001(b) . (d) Subsection (c) does not affect the liability of a partner in a registered limited liability partnership for the partner's own omissions, negligence, wrongful acts, misconduct or malpractice, or that of any person under the partner's direct supervision and control. (e) A partner in a registered limited liability partnership is not a proper party to a proceeding by or against a registered limited liability partnership, the object of which is to recover damages or enforce the obligations arising out of the acts, omissions, malpractice or misconduct of the type described in subsection (c), unless the partner is personally liable under subsection (d). (f) Unless otherwise agreed, a partner who receives a distribution from a registered limited liability partnership or a partner who votes for or assents to the distribution shall have no liability for the distribution under this section or any other applicable law for the amount of the distribution after the expiration of three (3) years from the date of the distribution. (g) Notwithstanding any other provision of this chapter to the contrary, each person, partner, or employee required to collect, truthfully account for, and pay over to the department of revenue any tax collected from the customers of a registered limited liability partnership shall be personally liable for such taxes in the same manner as responsible persons of a corporation under the same provisions of § 67-1-1443 . Amended by 2014 Tenn. Acts, ch. 641,s 1, eff. 7/1/2014. Acts 2001, ch. 353.
(a) Except as otherwise provided in subsections (b)-(g), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.
(b) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.
(c) An obligation of a partnership incurred while the partnership is a registered limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a partner. This subsection (c) applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a registered limited liability partnership under § 61-1-1001(b) .
(d) Subsection (c) does not affect the liability of a partner in a registered limited liability partnership for the partner's own omissions, negligence, wrongful acts, misconduct or malpractice, or that of any person under the partner's direct supervision and control.
(e) A partner in a registered limited liability partnership is not a proper party to a proceeding by or against a registered limited liability partnership, the object of which is to recover damages or enforce the obligations arising out of the acts, omissions, malpractice or misconduct of the type described in subsection (c), unless the partner is personally liable under subsection (d).
(f) Unless otherwise agreed, a partner who receives a distribution from a registered limited liability partnership or a partner who votes for or assents to the distribution shall have no liability for the distribution under this section or any other applicable law for the amount of the distribution after the expiration of three (3) years from the date of the distribution.
(g) Notwithstanding any other provision of this chapter to the contrary, each person, partner, or employee required to collect, truthfully account for, and pay over to the department of revenue any tax collected from the customers of a registered limited liability partnership shall be personally liable for such taxes in the same manner as responsible persons of a corporation under the same provisions of § 67-1-1443 .
Amended by 2014 Tenn. Acts, ch. 641,s 1, eff. 7/1/2014.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-1-407 — TN Code / Title 61 / Chapter 1 / Section 61-1-407
Classes and voting
Status: in_force

(a) A partnership agreement may provide for classes or groups of partners having such relative rights, powers and duties as the partnership agreement may provide, and may make provision for the future creation in the manner provided in the partnership agreement of additional classes or groups of partners having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of partners. A partnership agreement may provide for the taking of an action, including the amendment of the partnership agreement, without the vote or approval of any partner or class or group of partners, including an action to create under the partnership agreement a class or group of partnership interests that was not previously outstanding. A partnership agreement may provide that any partner or class or group of partners shall have no voting rights. (b) The partnership agreement may grant to all or certain identified partners or a specified class or group of the partners the right to vote separately or with all or any class or group of the partners on any matter. Voting by partners may be on a per capita, number, financial interest, class, group or any other basis. (c) A partnership agreement may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote. (d) On any matter that is to be voted on by partners, the partners may take such action without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the partners having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting. On any matter that is to be voted on by partners, the partners may vote in person or by proxy. (e) If a partnership agreement provides for the manner in which it may be amended, it may be amended in that manner or with the approval of all the partners or as otherwise permitted by law. If a partnership agreement does not provide for the manner in which it may be amended, the partnership agreement may be amended with the approval of all the partners or as otherwise permitted by law. Acts 2001, ch. 353.
(a) A partnership agreement may provide for classes or groups of partners having such relative rights, powers and duties as the partnership agreement may provide, and may make provision for the future creation in the manner provided in the partnership agreement of additional classes or groups of partners having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of partners. A partnership agreement may provide for the taking of an action, including the amendment of the partnership agreement, without the vote or approval of any partner or class or group of partners, including an action to create under the partnership agreement a class or group of partnership interests that was not previously outstanding. A partnership agreement may provide that any partner or class or group of partners shall have no voting rights.
(b) The partnership agreement may grant to all or certain identified partners or a specified class or group of the partners the right to vote separately or with all or any class or group of the partners on any matter. Voting by partners may be on a per capita, number, financial interest, class, group or any other basis.
(c) A partnership agreement may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.
(d) On any matter that is to be voted on by partners, the partners may take such action without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the partners having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting. On any matter that is to be voted on by partners, the partners may vote in person or by proxy.
(e) If a partnership agreement provides for the manner in which it may be amended, it may be amended in that manner or with the approval of all the partners or as otherwise permitted by law. If a partnership agreement does not provide for the manner in which it may be amended, the partnership agreement may be amended with the approval of all the partners or as otherwise permitted by law.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-2-301 — TN Code / Title 61 / Chapter 2 / Section 61-2-301
Admission of limited partners
Status: in_force

(a) In connection with the formation of a limited partnership, a person acquiring a partnership interest as a limited partner is admitted as a limited partner of the limited partnership upon the latter to occur of: (1) The formation of the limited partnership; or (2) The time provided in and upon compliance with the partnership agreement or, if the partnership agreement does not so provide, when the person's admission is reflected in the records of the limited partnership. (b) After the formation of a limited partnership, a person acquiring a partnership interest as a limited partner is admitted as a limited partner of the limited partnership: (1) In the case of a person acquiring a partnership interest directly from the limited partnership, at the time provided in and upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the consent of all partners and when the person's admission is reflected in the records of the limited partnership; or (2) In the case of an assignee of a partnership interest, as provided in § 61-2-704 and at the time provided in and upon compliance with the partnership agreement or, if the partnership agreement does not so provide, when any such person's permitted admission is reflected in the records of the limited partnership. Acts 1988, ch. 922, § 1; 1989, ch. 270, § 26.
(a) In connection with the formation of a limited partnership, a person acquiring a partnership interest as a limited partner is admitted as a limited partner of the limited partnership upon the latter to occur of: (1) The formation of the limited partnership; or (2) The time provided in and upon compliance with the partnership agreement or, if the partnership agreement does not so provide, when the person's admission is reflected in the records of the limited partnership.
(1) The formation of the limited partnership; or
(2) The time provided in and upon compliance with the partnership agreement or, if the partnership agreement does not so provide, when the person's admission is reflected in the records of the limited partnership.
(b) After the formation of a limited partnership, a person acquiring a partnership interest as a limited partner is admitted as a limited partner of the limited partnership: (1) In the case of a person acquiring a partnership interest directly from the limited partnership, at the time provided in and upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the consent of all partners and when the person's admission is reflected in the records of the limited partnership; or (2) In the case of an assignee of a partnership interest, as provided in § 61-2-704 and at the time provided in and upon compliance with the partnership agreement or, if the partnership agreement does not so provide, when any such person's permitted admission is reflected in the records of the limited partnership.
(1) In the case of a person acquiring a partnership interest directly from the limited partnership, at the time provided in and upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the consent of all partners and when the person's admission is reflected in the records of the limited partnership; or
(2) In the case of an assignee of a partnership interest, as provided in § 61-2-704 and at the time provided in and upon compliance with the partnership agreement or, if the partnership agreement does not so provide, when any such person's permitted admission is reflected in the records of the limited partnership.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 26.
Tenn. Code Ann. § 61-3-1206 — TN Code / Title 61 / Chapter 3 / Section 61-3-1206
Short title
Status: in_force

This chapter shall be known and may be cited as the "Tennessee Uniform Limited Partnership Act of 2017." Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
This chapter shall be known and may be cited as the "Tennessee Uniform Limited Partnership Act of 2017."
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-903 — TN Code / Title 61 / Chapter 3 / Section 61-3-903
Proper plaintiff
Status: in_force

A derivative action to enforce a right of a limited partnership may be maintained only by a person that: (1) Is a partner at the time the action is commenced; and (2) Either: (A) Was a partner when the conduct giving rise to the action occurred; or (B) Whose status as a partner devolved on the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
A derivative action to enforce a right of a limited partnership may be maintained only by a person that:
(1) Is a partner at the time the action is commenced; and
(2) Either: (A) Was a partner when the conduct giving rise to the action occurred; or (B) Whose status as a partner devolved on the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.
(A) Was a partner when the conduct giving rise to the action occurred; or
(B) Whose status as a partner devolved on the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-1014 — TN Code / Title 61 / Chapter 3 / Section 61-3-1014
Cancellation of registration following administrative revocation
Status: in_force

(a) When a foreign limited partnership that has had its registration revoked desires to cancel its registration it may do so without first being reinstated by filing with the secretary of state a certificate of cancellation of registration following administrative revocation of registration accompanied by a confirmation of good standing by the department of revenue. The certificate of cancellation of certificate of registration must set forth: (1) The current name of the foreign limited partnership and, if different, the name under which the foreign limited partnership transacts business in this state; the date of revocation of foreign limited partnership registration; and the name of the jurisdiction under the laws of which the foreign limited partnership is formed; (2) That the foreign limited partnership is not transacting business in this state and that it surrenders its authority to transact business in this state; (3) That the foreign limited partnership either continues its registered agent in this state, or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state; (4) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(3); and (5) A commitment to notify the secretary of state in the future of any change in the mailing address set forth under subdivision (a)(4). (b) After cancellation of the registration of the foreign limited partnership, service of process on the secretary of state or the continued registered agent under this section is service on the foreign limited partnership. Upon receipt of process, the secretary of state shall comply with § 61-3-121 . However, the mailing address set forth under subdivision (a)(4), as it may be changed under subdivision (a)(5), shall be deemed to be the principal executive office of the foreign limited partnership, for purposes of the compliance with § 61-3-121 by the secretary of state. Added by 2018 Tenn. Acts, ch. 575,s 22, eff. 3/16/2018.
(a) When a foreign limited partnership that has had its registration revoked desires to cancel its registration it may do so without first being reinstated by filing with the secretary of state a certificate of cancellation of registration following administrative revocation of registration accompanied by a confirmation of good standing by the department of revenue. The certificate of cancellation of certificate of registration must set forth: (1) The current name of the foreign limited partnership and, if different, the name under which the foreign limited partnership transacts business in this state; the date of revocation of foreign limited partnership registration; and the name of the jurisdiction under the laws of which the foreign limited partnership is formed; (2) That the foreign limited partnership is not transacting business in this state and that it surrenders its authority to transact business in this state; (3) That the foreign limited partnership either continues its registered agent in this state, or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state; (4) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(3); and (5) A commitment to notify the secretary of state in the future of any change in the mailing address set forth under subdivision (a)(4).
(1) The current name of the foreign limited partnership and, if different, the name under which the foreign limited partnership transacts business in this state; the date of revocation of foreign limited partnership registration; and the name of the jurisdiction under the laws of which the foreign limited partnership is formed;
(2) That the foreign limited partnership is not transacting business in this state and that it surrenders its authority to transact business in this state;
(3) That the foreign limited partnership either continues its registered agent in this state, or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
(4) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(3); and
(5) A commitment to notify the secretary of state in the future of any change in the mailing address set forth under subdivision (a)(4).
(b) After cancellation of the registration of the foreign limited partnership, service of process on the secretary of state or the continued registered agent under this section is service on the foreign limited partnership. Upon receipt of process, the secretary of state shall comply with § 61-3-121 . However, the mailing address set forth under subdivision (a)(4), as it may be changed under subdivision (a)(5), shall be deemed to be the principal executive office of the foreign limited partnership, for purposes of the compliance with § 61-3-121 by the secretary of state.
Added by 2018 Tenn. Acts, ch. 575,s 22, eff. 3/16/2018.
Tenn. Code Ann. § 61-3-114 — TN Code / Title 61 / Chapter 3 / Section 61-3-114
Registration of name
Status: in_force

(a) A foreign limited partnership not registered to do business in this state under part 10 of this chapter may register its name, or an alternate name adopted pursuant to § 61-3-1006 , if the name is distinguishable on the records of the secretary of state from the names that are not available under § 61-3-112 . (b) (1) To register its name or an alternate name adopted pursuant to § 61-3-1006 , a foreign limited partnership must deliver to the secretary of state for filing an application: (A) Stating the partnership's name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to § 61-3-1006 ; and (B) Accompanied by a certificate of existence, or a document of similar import, from the jurisdiction of formation, bearing a date that is not more than one (1) month prior to the date the application is filed with the secretary of state. (2) lf the secretary of state finds that the name applied for is available, the secretary of state must register the name for the applicant's exclusive use. (c) The registration of a name under this section is effective for one (1) year after the date of registration. (d) A foreign limited partnership whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than three (3) months before the expiration of the registration, to the secretary of state for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one-year period. (e) A foreign limited partnership whose name registration is effective may register as a foreign limited partnership under the registered name or consent in a signed record to the use of that name by another person that is not an individual. Amended by 2018 Tenn. Acts, ch. 575,s 4, eff. 3/16/2018. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A foreign limited partnership not registered to do business in this state under part 10 of this chapter may register its name, or an alternate name adopted pursuant to § 61-3-1006 , if the name is distinguishable on the records of the secretary of state from the names that are not available under § 61-3-112 .
(b) (1) To register its name or an alternate name adopted pursuant to § 61-3-1006 , a foreign limited partnership must deliver to the secretary of state for filing an application: (A) Stating the partnership's name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to § 61-3-1006 ; and (B) Accompanied by a certificate of existence, or a document of similar import, from the jurisdiction of formation, bearing a date that is not more than one (1) month prior to the date the application is filed with the secretary of state. (2) lf the secretary of state finds that the name applied for is available, the secretary of state must register the name for the applicant's exclusive use.
(1) To register its name or an alternate name adopted pursuant to § 61-3-1006 , a foreign limited partnership must deliver to the secretary of state for filing an application: (A) Stating the partnership's name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to § 61-3-1006 ; and (B) Accompanied by a certificate of existence, or a document of similar import, from the jurisdiction of formation, bearing a date that is not more than one (1) month prior to the date the application is filed with the secretary of state.
(A) Stating the partnership's name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to § 61-3-1006 ; and
(B) Accompanied by a certificate of existence, or a document of similar import, from the jurisdiction of formation, bearing a date that is not more than one (1) month prior to the date the application is filed with the secretary of state.
(2) lf the secretary of state finds that the name applied for is available, the secretary of state must register the name for the applicant's exclusive use.
(c) The registration of a name under this section is effective for one (1) year after the date of registration.
(d) A foreign limited partnership whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than three (3) months before the expiration of the registration, to the secretary of state for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one-year period.
(e) A foreign limited partnership whose name registration is effective may register as a foreign limited partnership under the registered name or consent in a signed record to the use of that name by another person that is not an individual.
Amended by 2018 Tenn. Acts, ch. 575,s 4, eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-403 — TN Code / Title 61 / Chapter 1 / Section 61-1-403
Partner's rights and duties with respect to information
Status: in_force

(a) A partnership shall keep its books and records, if any, at its chief executive office. (b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished. (c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability: (1) Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this chapter; and (2) On demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. Acts 2001, ch. 353.
(a) A partnership shall keep its books and records, if any, at its chief executive office.
(b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
(c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability: (1) Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this chapter; and (2) On demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(1) Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this chapter; and
(2) On demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-803 — TN Code / Title 61 / Chapter 3 / Section 61-3-803
Rescinding dissolution
Status: in_force

(a) A limited partnership may rescind its dissolution, unless a statement of termination applicable to the partnership has become effective, the court of record has entered an order under § 61-3-801(a)(6) dissolving the partnership, or the secretary of state has dissolved the partnership under § 61-3-811 . (b) Rescinding dissolution under this section requires: (1) The affirmative vote or consent of each partner; and (2) If the limited partnership has delivered to the secretary of state for filing an amendment to the certificate of limited partnership stating that the limited partnership is dissolved and: (A) The amendment has not become effective, delivery to the secretary of state for filing of a statement of withdrawal applicable to the amendment; or (B) The amendment has become effective, delivery to the secretary of state for filing of an amendment to the certificate of limited partnership stating that dissolution has been rescinded under this section. (c) If a limited partnership rescinds its dissolution: (1) The limited partnership resumes carrying on the limited partnership's activities and affairs as if dissolution had never occurred; (2) Subject to subdivision (c)(3), any liability incurred by the limited partnership after the dissolution and before the rescission has become effective is determined as if dissolution had never occurred; and (3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission shall not be adversely affected. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A limited partnership may rescind its dissolution, unless a statement of termination applicable to the partnership has become effective, the court of record has entered an order under § 61-3-801(a)(6) dissolving the partnership, or the secretary of state has dissolved the partnership under § 61-3-811 .
(b) Rescinding dissolution under this section requires: (1) The affirmative vote or consent of each partner; and (2) If the limited partnership has delivered to the secretary of state for filing an amendment to the certificate of limited partnership stating that the limited partnership is dissolved and: (A) The amendment has not become effective, delivery to the secretary of state for filing of a statement of withdrawal applicable to the amendment; or (B) The amendment has become effective, delivery to the secretary of state for filing of an amendment to the certificate of limited partnership stating that dissolution has been rescinded under this section.
(1) The affirmative vote or consent of each partner; and
(2) If the limited partnership has delivered to the secretary of state for filing an amendment to the certificate of limited partnership stating that the limited partnership is dissolved and: (A) The amendment has not become effective, delivery to the secretary of state for filing of a statement of withdrawal applicable to the amendment; or (B) The amendment has become effective, delivery to the secretary of state for filing of an amendment to the certificate of limited partnership stating that dissolution has been rescinded under this section.
(A) The amendment has not become effective, delivery to the secretary of state for filing of a statement of withdrawal applicable to the amendment; or
(B) The amendment has become effective, delivery to the secretary of state for filing of an amendment to the certificate of limited partnership stating that dissolution has been rescinded under this section.
(c) If a limited partnership rescinds its dissolution: (1) The limited partnership resumes carrying on the limited partnership's activities and affairs as if dissolution had never occurred; (2) Subject to subdivision (c)(3), any liability incurred by the limited partnership after the dissolution and before the rescission has become effective is determined as if dissolution had never occurred; and (3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission shall not be adversely affected.
(1) The limited partnership resumes carrying on the limited partnership's activities and affairs as if dissolution had never occurred;
(2) Subject to subdivision (c)(3), any liability incurred by the limited partnership after the dissolution and before the rescission has become effective is determined as if dissolution had never occurred; and
(3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission shall not be adversely affected.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-903 — TN Code / Title 61 / Chapter 1 / Section 61-1-903
Conversion of limited partnership to partnership
Status: in_force

(a) A limited partnership may be converted to a partnership pursuant to this section. (b) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of the partners. (c) After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership. (d) The conversion takes effect when the certificate of limited partnership is canceled. (e) A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. The partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect. Acts 2001, ch. 353.
(a) A limited partnership may be converted to a partnership pursuant to this section.
(b) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of the partners.
(c) After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.
(d) The conversion takes effect when the certificate of limited partnership is canceled.
(e) A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. The partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-1001 — TN Code / Title 61 / Chapter 3 / Section 61-3-1001
Governing law
Status: in_force

(a) Subject to the Constitution of Tennessee: (1) The law of the jurisdiction of formation of a foreign limited partnership governs: (A) The organization and internal affairs of the foreign limited partnership; (B) The liability of a partner as partner for a debt, obligation, or other liability of the foreign limited partnership; and (C) The liability of a series of the foreign limited partnership; (2) A foreign limited partnership is not precluded from registering to do business in this state because of any difference between the law of the foreign limited partnership's jurisdiction of formation and the law of this state. (b) Registration of a foreign limited partnership to do business in this state does not authorize the foreign partnership to engage in any activities and affairs or exercise any power that a limited partnership may not engage in or exercise in this state. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) Subject to the Constitution of Tennessee: (1) The law of the jurisdiction of formation of a foreign limited partnership governs: (A) The organization and internal affairs of the foreign limited partnership; (B) The liability of a partner as partner for a debt, obligation, or other liability of the foreign limited partnership; and (C) The liability of a series of the foreign limited partnership; (2) A foreign limited partnership is not precluded from registering to do business in this state because of any difference between the law of the foreign limited partnership's jurisdiction of formation and the law of this state.
(1) The law of the jurisdiction of formation of a foreign limited partnership governs: (A) The organization and internal affairs of the foreign limited partnership; (B) The liability of a partner as partner for a debt, obligation, or other liability of the foreign limited partnership; and (C) The liability of a series of the foreign limited partnership;
(A) The organization and internal affairs of the foreign limited partnership;
(B) The liability of a partner as partner for a debt, obligation, or other liability of the foreign limited partnership; and
(C) The liability of a series of the foreign limited partnership;
(2) A foreign limited partnership is not precluded from registering to do business in this state because of any difference between the law of the foreign limited partnership's jurisdiction of formation and the law of this state.
(b) Registration of a foreign limited partnership to do business in this state does not authorize the foreign partnership to engage in any activities and affairs or exercise any power that a limited partnership may not engage in or exercise in this state.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-1102 — TN Code / Title 61 / Chapter 3 / Section 61-3-1102
Required notice or approval
Status: in_force

(a) A domestic entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger shall give the notice or obtain the approval to be a party to a conversion. (b) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this part becomes effective must not, as a result of the transaction, be diverted from the objects for which the property was donated, granted, devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the attorney general specifying the disposition of the property. (c) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity that is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity. (d) A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the surviving entity under this section. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A domestic entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger shall give the notice or obtain the approval to be a party to a conversion.
(b) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this part becomes effective must not, as a result of the transaction, be diverted from the objects for which the property was donated, granted, devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the attorney general specifying the disposition of the property.
(c) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity that is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity.
(d) A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the surviving entity under this section.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-1012 — TN Code / Title 61 / Chapter 3 / Section 61-3-1012
Cancellation of registration
Status: in_force

(a) A registered foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation of registration accompanied by a confirmation of good standing with the department of revenue. The certificate of cancellation must state: (1) The current name of the foreign limited partnership, and if different, the name under which it transacts business in this state; (2) The name of the jurisdiction under the laws of which the foreign limited partnership is formed; (3) That the foreign limited partnership is not doing business in this state and that it withdraws its registration to do business in this state; (4) That foreign limited partnership either continues its registered agent in this state, or revokes the authority of its registered agent to accept service on its behalf in this state; (5) A mailing address to which service of process may be made under subsection (b); and (6) A commitment to notify the secretary of state in the future of any change in the mailing address set forth under subdivision (a)(5). (b) After the withdrawal of the registration of a foreign limited partnership, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited partnership was registered to do business in this state may be made pursuant to § 61-3-119 . Amended by 2018 Tenn. Acts, ch. 575,s 21, eff. 3/16/2018. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A registered foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation of registration accompanied by a confirmation of good standing with the department of revenue. The certificate of cancellation must state: (1) The current name of the foreign limited partnership, and if different, the name under which it transacts business in this state; (2) The name of the jurisdiction under the laws of which the foreign limited partnership is formed; (3) That the foreign limited partnership is not doing business in this state and that it withdraws its registration to do business in this state; (4) That foreign limited partnership either continues its registered agent in this state, or revokes the authority of its registered agent to accept service on its behalf in this state; (5) A mailing address to which service of process may be made under subsection (b); and (6) A commitment to notify the secretary of state in the future of any change in the mailing address set forth under subdivision (a)(5).
(1) The current name of the foreign limited partnership, and if different, the name under which it transacts business in this state;
(2) The name of the jurisdiction under the laws of which the foreign limited partnership is formed;
(3) That the foreign limited partnership is not doing business in this state and that it withdraws its registration to do business in this state;
(4) That foreign limited partnership either continues its registered agent in this state, or revokes the authority of its registered agent to accept service on its behalf in this state;
(5) A mailing address to which service of process may be made under subsection (b); and
(6) A commitment to notify the secretary of state in the future of any change in the mailing address set forth under subdivision (a)(5).
(b) After the withdrawal of the registration of a foreign limited partnership, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited partnership was registered to do business in this state may be made pursuant to § 61-3-119 .
Amended by 2018 Tenn. Acts, ch. 575,s 21, eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-1005 — TN Code / Title 61 / Chapter 1 / Section 61-1-1005
Professional registered limited liability partnerships
Status: in_force

Notwithstanding any other law, a partnership engaged in the rendering of professional services may register as a registered limited liability partnership subject to the laws and regulations governing the provision of professional services by partnerships and such other terms and conditions imposed by its governing professional licensing authority. Nothing in this section shall affect the authority of professional licensing authorities, including the state supreme court, to regulate the practice of the professions. Acts 1995, ch. 400, § 10; 2001, ch. 353; T.C.A. § 61-1-147.
Notwithstanding any other law, a partnership engaged in the rendering of professional services may register as a registered limited liability partnership subject to the laws and regulations governing the provision of professional services by partnerships and such other terms and conditions imposed by its governing professional licensing authority. Nothing in this section shall affect the authority of professional licensing authorities, including the state supreme court, to regulate the practice of the professions.
Acts 1995, ch. 400, § 10; 2001, ch. 353; T.C.A. § 61-1-147.