Tenn. Code Ann. § 61-2-704 — TN Code / Title 61 / Chapter 2 / Section 61-2-704
Rights of assignee - Liabilities
Status: in_force

(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that: (1) The partnership agreement so provides; or (2) All partners consent. (b) An assignee who has become a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of his assignor under the partnership agreement and this chapter. Notwithstanding the foregoing, unless otherwise provided in the partnership agreement, an assignee who becomes a limited partner is liable for the obligations of his assignor to make contributions as provided in § 61-2-502 , but shall not be liable for the obligations of his assignor under part 6 of this chapter. However, the assignee is not obligated for liabilities, including the obligations of his assignor to make contributions as provided in § 61-2-502 , unknown to the assignee at the time he became a limited partner and the possibility of which could not be ascertained from the partnership agreement. (c) Whether or not an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under parts 5 and 6 of this chapter. Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 61, 62.
(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that: (1) The partnership agreement so provides; or (2) All partners consent.
(1) The partnership agreement so provides; or
(2) All partners consent.
(b) An assignee who has become a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of his assignor under the partnership agreement and this chapter. Notwithstanding the foregoing, unless otherwise provided in the partnership agreement, an assignee who becomes a limited partner is liable for the obligations of his assignor to make contributions as provided in § 61-2-502 , but shall not be liable for the obligations of his assignor under part 6 of this chapter. However, the assignee is not obligated for liabilities, including the obligations of his assignor to make contributions as provided in § 61-2-502 , unknown to the assignee at the time he became a limited partner and the possibility of which could not be ascertained from the partnership agreement.
(c) Whether or not an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under parts 5 and 6 of this chapter.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 61, 62.
Tenn. Code Ann. § 61-1-501 — TN Code / Title 61 / Chapter 1 / Section 61-1-501
Partner not a co-owner of partnership property
Status: in_force

Partnership property is owned by the partnership as an entity. A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily. Acts 2001, ch. 353.
Partnership property is owned by the partnership as an entity. A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-402 — TN Code / Title 61 / Chapter 3 / Section 61-3-402
General partner agent of limited partnership
Status: in_force

(a) Each general partner is an agent of the limited partnership for the purposes of the limited partnership's activities and affairs. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course of the partnership's activities and affairs, or activities and affairs of the kind carried on by the partnership, binds the partnership, unless the general partner did not have authority to act for the partnership in the particular matter and the person with which the general partner was dealing knew or had notice that the general partner lacked authority. (b) An act of a general partner that is not apparently for carrying on in the ordinary course of the limited partnership's activities and affairs, or activities and affairs of the kind carried on by the partnership, binds the partnership only if the act was actually authorized by all the other partners. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) Each general partner is an agent of the limited partnership for the purposes of the limited partnership's activities and affairs. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course of the partnership's activities and affairs, or activities and affairs of the kind carried on by the partnership, binds the partnership, unless the general partner did not have authority to act for the partnership in the particular matter and the person with which the general partner was dealing knew or had notice that the general partner lacked authority.
(b) An act of a general partner that is not apparently for carrying on in the ordinary course of the limited partnership's activities and affairs, or activities and affairs of the kind carried on by the partnership, binds the partnership only if the act was actually authorized by all the other partners.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-1202 — TN Code / Title 61 / Chapter 2 / Section 61-2-1202
Short title
Status: in_force

This chapter shall be known and may be cited as the "Tennessee Uniform Limited Partnership Act of 1988." Amended by 2017 Tenn. Acts, ch. 440,s 3, eff. 1/1/2018. Acts 1988, ch. 922, § 1.
This chapter shall be known and may be cited as the "Tennessee Uniform Limited Partnership Act of 1988."
Amended by 2017 Tenn. Acts, ch. 440,s 3, eff. 1/1/2018.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-2-208 — TN Code / Title 61 / Chapter 2 / Section 61-2-208
Notice
Status: in_force

The fact that a certificate of limited partnership is on file with the secretary of state is notice that the partnership is a limited partnership and is notice of all other facts set forth therein which are required to be set forth in a certificate of limited partnership by § 61-2-201(a)(1)-(4) and by § 61-2-202(g) . Acts 1988, ch. 922, § 1; 1989, ch. 270, § 21; 2011, ch. 99, § 21.
The fact that a certificate of limited partnership is on file with the secretary of state is notice that the partnership is a limited partnership and is notice of all other facts set forth therein which are required to be set forth in a certificate of limited partnership by § 61-2-201(a)(1)-(4) and by § 61-2-202(g) .
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 21; 2011, ch. 99, § 21.
Tenn. Code Ann. § 61-2-705 — TN Code / Title 61 / Chapter 2 / Section 61-2-705
Deceased or incompetent partners
Status: in_force

If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, guardian, conservator or other legal representative may exercise all of the partner's rights for the purpose of settling his estate or administering his property, including any power under the partnership agreement of an assignee to become a limited partner. The estate of a deceased limited partner shall be liable for all his liabilities as a limited partner. If a partner is a corporation, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor. Acts 1988, ch. 922, § 1.
If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, guardian, conservator or other legal representative may exercise all of the partner's rights for the purpose of settling his estate or administering his property, including any power under the partnership agreement of an assignee to become a limited partner. The estate of a deceased limited partner shall be liable for all his liabilities as a limited partner. If a partner is a corporation, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-2-909 — TN Code / Title 61 / Chapter 2 / Section 61-2-909
Other provisions applicable
Status: in_force

Sections 61-2-204(c) and 61-2-207 shall be applicable to foreign limited partnerships as if they were domestic limited partnerships. Acts 1988, ch. 922, § 1.
Sections 61-2-204(c) and 61-2-207 shall be applicable to foreign limited partnerships as if they were domestic limited partnerships.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-1-1204 — TN Code / Title 61 / Chapter 1 / Section 61-1-1204
Effective date
Status: in_force

This chapter takes effect on January 1, 2002, the public welfare requiring it. Acts 2001, ch. 353.
This chapter takes effect on January 1, 2002, the public welfare requiring it.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-1204 — TN Code / Title 61 / Chapter 3 / Section 61-3-1204
Severability clause
Status: in_force

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to that end the provisions of this chapter are severable. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to that end the provisions of this chapter are severable.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-103 — TN Code / Title 61 / Chapter 3 / Section 61-3-103
Governing law
Status: in_force

The law of this state governs: (1) The internal affairs of a limited partnership; and (2) The liability of a partner as partner for a debt, obligation, or other liability of a limited partnership. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
The law of this state governs:
(1) The internal affairs of a limited partnership; and
(2) The liability of a partner as partner for a debt, obligation, or other liability of a limited partnership.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-204 — TN Code / Title 61 / Chapter 1 / Section 61-1-204
When property is partnership property
Status: in_force

(a) Property is partnership property if acquired in the name of: (1) The partnership; or (2) One (1) or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership. (b) Property is acquired in the name of the partnership by a transfer to: (1) The partnership in its name; or (2) One (1) or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property. (c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one (1) or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership. (d) Property acquired in the name of one (1) or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes. Acts 2001, ch. 353.
(a) Property is partnership property if acquired in the name of: (1) The partnership; or (2) One (1) or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
(1) The partnership; or
(2) One (1) or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
(b) Property is acquired in the name of the partnership by a transfer to: (1) The partnership in its name; or (2) One (1) or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(1) The partnership in its name; or
(2) One (1) or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one (1) or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.
(d) Property acquired in the name of one (1) or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-303 — TN Code / Title 61 / Chapter 3 / Section 61-3-303
No liability as limited partner for limited partnership obligations
Status: in_force

(a) A debt, obligation, or other liability of a limited partnership is not the debt, obligation, or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the partnership solely by reason of being or acting as a limited partner, even if the limited partner participates in the management and control of the limited partnership. This subsection (a) applies regardless of the dissolution of the partnership. (b) Neither the failure of a limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs nor the failure of a limited partnership to maintain the information required under § 61-3-107 is a ground for imposing liability on a limited partner for a debt, obligation, or other liability of the partnership. (c) Notwithstanding any provision in this chapter to the contrary, a limited partner, or in the case of a limited liability limited partnership, a general partner may elect to become liable for the obligations of the partnership by complying with § 67-4-2008(b) . Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A debt, obligation, or other liability of a limited partnership is not the debt, obligation, or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the partnership solely by reason of being or acting as a limited partner, even if the limited partner participates in the management and control of the limited partnership. This subsection (a) applies regardless of the dissolution of the partnership.
(b) Neither the failure of a limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs nor the failure of a limited partnership to maintain the information required under § 61-3-107 is a ground for imposing liability on a limited partner for a debt, obligation, or other liability of the partnership.
(c) Notwithstanding any provision in this chapter to the contrary, a limited partner, or in the case of a limited liability limited partnership, a general partner may elect to become liable for the obligations of the partnership by complying with § 67-4-2008(b) .
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-704 — TN Code / Title 61 / Chapter 3 / Section 61-3-704
Power of legal representative of deceased partner
Status: in_force

If a partner dies, the deceased partner's legal representative may exercise: (1) The rights of a transferee provided in § 61-3-702(c) ; and (2) For the purposes of settling the estate, the rights of a current limited partner under § 61-3-304 . Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
If a partner dies, the deceased partner's legal representative may exercise:
(1) The rights of a transferee provided in § 61-3-702(c) ; and
(2) For the purposes of settling the estate, the rights of a current limited partner under § 61-3-304 .
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.