Tenn. Code Ann. § 61-3-112 — TN Code / Title 61 / Chapter 3 / Section 61-3-112
Permitted names
Status: in_force

(a) The name of a limited partnership may contain the name of any partner, but must not contain the phrases "corporation," "incorporated," "limited liability company," or abbreviations of like import. (b) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase "limited partnership" or the abbreviation "LP" or "L.P." and must not contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P.". (c) The name of a limited liability limited partnership must contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and must not contain the abbreviation "LP" or "L.P.". (d) The name of a limited partnership, and the name under which a foreign limited partnership may register to do business in this state, must be distinguishable on the records of the secretary of state from any: (1) Name of an existing person whose formation required the filing of a record by the secretary of state and which is not at the time administratively dissolved; (2) Name of a limited liability partnership whose statement of qualification is in effect; (3) Name under which a person is registered to do business in this state by the filing of a record by the secretary of state; (4) Name reserved under § 61-3-113 or other law of this state providing for the reservation of a name by the filing of a record by the secretary of state; and (5) Name registered under § 61-3-114 or other law of this state providing for the registration of a name by the filing of a record by the secretary of state. (e) A domestic or foreign limited partnership, or person acting on behalf of a limited partnership not yet formed, may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from one (1) or more of the names described in subsection (d). The secretary of state shall authorize use of the indistinguishable name applied for, if: (1) The person holding the right to use the previously filed name described in subsection (d) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of the name or change the name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant; (2) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state; or (3) The person holding the right to use the previously filed name described in subsection (d) consents in writing to the use of the name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent. (f) In determining whether a name is the same as or not distinguishable on the records of the secretary of state from the name of another person, words, phrases, or abbreviations indicating the type of person, such as "corporation", "corp.", "incorporated", "Inc.", "professional corporation", "PC", "P.C.", "professional association", "PA", "P.A.", "Limited", "Ltd.", "limited partnership", "LP", "L.P.", "limited liability partnership", "LLP", "L.L.P.", "registered limited liability partnership", "RLLP", "R.L.L.P.", "limited liability limited partnership", "LLLP", "L.L.L.P.", "registered limited liability limited partnership", "RLLLP", "R.L.L.L.P.", "limited liability company", "LLC", "L.L.C.", "limited cooperative association", "limited cooperative", "LCA", or "L.C.A." must not be taken into account. (g) The name of a limited partnership or foreign limited partnership must not contain language stating or implying that the limited partnership or foreign limited partnership: (1) Transacts or has the power to transact any business for which authorization, in whatever form and however denominated, is required under the laws of this state, unless the appropriate commission or official has granted the authorization and certifies that fact to the secretary of state in writing; (2) Is formed as, affiliated with or sponsored by, any fraternal, veterans', service, religious, charitable or professional organization, unless the formation, affiliation or sponsorship is certified in writing to the secretary of state by the body authorizing the formation or the organization with which affiliation or sponsorship is claimed, as applicable; or (3) Is an agency or instrumentality of, affiliated with or sponsored by the United States, any state, or a subdivision or agency of the United States, unless the fact is certified in writing to the secretary of state by the appropriate official of the United States, the state, or the subdivision or agency, as applicable. (h) A limited partnership or foreign limited partnership may use a name that is not distinguishable from a name described in subdivisions (d)(1)-(5) if the partnership delivers to the secretary of state a certified copy of a final judgment of a court of competent jurisdiction establishing the right of the partnership to use the name in this state. (i) (1) A domestic limited partnership, or a foreign limited partnership registered to transact business in this state, or applying for registration as a foreign limited partnership to transact business in this state, may elect to adopt an assumed name that complies with the requirements of subsections (a)-(h), except that the assumed name need not contain the designations contained in subsections (b) and (c). (2) The identification by a domestic limited partnership or foreign limited partnership of its business with a trademark or service mark of which it is the owner, or is licensed, does not constitute the use of an assumed name. (3) Before transacting any business in this state under an assumed name, the domestic limited partnership or foreign limited partnership shall, for each assumed name, execute and file, in accordance with §§ 61-3-206 and 61-3-1205 , an application setting forth: (A) The true name of the applicant; (B) The jurisdiction in which the applicant is formed; (C) The applicant's intention to transact business under an assumed name; and (D) The assumed name that the applicant proposes to use. (4) The right to use an assumed name is effective for five (5) years from the date of filing an application with the secretary of state pursuant to subdivision (i)(3). (5) A domestic or foreign limited partnership may renew the right to use its assumed name, if any, for successive five-year periods by filing an application to renew the assumed name and paying the renewal fee as prescribed by § 61-3-1205 , within the two (2) months preceding the expiration of the then-current period. (j) (1) A domestic or foreign limited partnership may change or cancel its assumed name by filing, in accordance with §§ 61-3-206 and 61-3-1205 , an application setting forth: (A) The true name of the applicant; (B) The jurisdiction in which the applicant is formed; (C) The applicant's intention to cease transacting business in this state under the specified assumed name by changing or cancelling the assumed name; (D) The assumed name to be changed or cancelled; and (E) If the assumed name is to be changed, the new assumed name that the applicant proposes to use. (2) Upon approval of an application to change an assumed name and payment of the appropriate fee, the applicant has the right to use the new assumed name for a new five-year period, subject to the same renewal procedures described in subdivision (i)(5). (k) The secretary of state shall cancel the right of a domestic or foreign limited partnership to use an assumed name if: (1) The domestic or foreign limited partnership fails to renew its right to use the assumed name before the right expires; (2) The domestic or foreign limited partnership has filed an application to change the assumed name, or to cancel its right to use the assumed name; (3) In the case of a domestic limited partnership, the limited partnership has been dissolved; or (4) In the case of a foreign limited partnership, the foreign limited partnership has had its registration as a foreign limited partnership authorized to transact business in this state revoked. Amended by 2023 Tenn. Acts, ch. 96, s 2, eff. 7/1/2023. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
(a) The name of a limited partnership may contain the name of any partner, but must not contain the phrases "corporation," "incorporated," "limited liability company," or abbreviations of like import.
(b) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase "limited partnership" or the abbreviation "LP" or "L.P." and must not contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P.".
(c) The name of a limited liability limited partnership must contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and must not contain the abbreviation "LP" or "L.P.".
(d) The name of a limited partnership, and the name under which a foreign limited partnership may register to do business in this state, must be distinguishable on the records of the secretary of state from any: (1) Name of an existing person whose formation required the filing of a record by the secretary of state and which is not at the time administratively dissolved; (2) Name of a limited liability partnership whose statement of qualification is in effect; (3) Name under which a person is registered to do business in this state by the filing of a record by the secretary of state; (4) Name reserved under § 61-3-113 or other law of this state providing for the reservation of a name by the filing of a record by the secretary of state; and (5) Name registered under § 61-3-114 or other law of this state providing for the registration of a name by the filing of a record by the secretary of state.
(1) Name of an existing person whose formation required the filing of a record by the secretary of state and which is not at the time administratively dissolved;
(2) Name of a limited liability partnership whose statement of qualification is in effect;
(3) Name under which a person is registered to do business in this state by the filing of a record by the secretary of state;
(4) Name reserved under § 61-3-113 or other law of this state providing for the reservation of a name by the filing of a record by the secretary of state; and
(5) Name registered under § 61-3-114 or other law of this state providing for the registration of a name by the filing of a record by the secretary of state.
(e) A domestic or foreign limited partnership, or person acting on behalf of a limited partnership not yet formed, may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from one (1) or more of the names described in subsection (d). The secretary of state shall authorize use of the indistinguishable name applied for, if: (1) The person holding the right to use the previously filed name described in subsection (d) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of the name or change the name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant; (2) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state; or (3) The person holding the right to use the previously filed name described in subsection (d) consents in writing to the use of the name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent.
(1) The person holding the right to use the previously filed name described in subsection (d) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of the name or change the name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant;
(2) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state; or
(3) The person holding the right to use the previously filed name described in subsection (d) consents in writing to the use of the name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent.
(f) In determining whether a name is the same as or not distinguishable on the records of the secretary of state from the name of another person, words, phrases, or abbreviations indicating the type of person, such as "corporation", "corp.", "incorporated", "Inc.", "professional corporation", "PC", "P.C.", "professional association", "PA", "P.A.", "Limited", "Ltd.", "limited partnership", "LP", "L.P.", "limited liability partnership", "LLP", "L.L.P.", "registered limited liability partnership", "RLLP", "R.L.L.P.", "limited liability limited partnership", "LLLP", "L.L.L.P.", "registered limited liability limited partnership", "RLLLP", "R.L.L.L.P.", "limited liability company", "LLC", "L.L.C.", "limited cooperative association", "limited cooperative", "LCA", or "L.C.A." must not be taken into account.
(g) The name of a limited partnership or foreign limited partnership must not contain language stating or implying that the limited partnership or foreign limited partnership: (1) Transacts or has the power to transact any business for which authorization, in whatever form and however denominated, is required under the laws of this state, unless the appropriate commission or official has granted the authorization and certifies that fact to the secretary of state in writing; (2) Is formed as, affiliated with or sponsored by, any fraternal, veterans', service, religious, charitable or professional organization, unless the formation, affiliation or sponsorship is certified in writing to the secretary of state by the body authorizing the formation or the organization with which affiliation or sponsorship is claimed, as applicable; or (3) Is an agency or instrumentality of, affiliated with or sponsored by the United States, any state, or a subdivision or agency of the United States, unless the fact is certified in writing to the secretary of state by the appropriate official of the United States, the state, or the subdivision or agency, as applicable.
(1) Transacts or has the power to transact any business for which authorization, in whatever form and however denominated, is required under the laws of this state, unless the appropriate commission or official has granted the authorization and certifies that fact to the secretary of state in writing;
(2) Is formed as, affiliated with or sponsored by, any fraternal, veterans', service, religious, charitable or professional organization, unless the formation, affiliation or sponsorship is certified in writing to the secretary of state by the body authorizing the formation or the organization with which affiliation or sponsorship is claimed, as applicable; or
(3) Is an agency or instrumentality of, affiliated with or sponsored by the United States, any state, or a subdivision or agency of the United States, unless the fact is certified in writing to the secretary of state by the appropriate official of the United States, the state, or the subdivision or agency, as applicable.
(h) A limited partnership or foreign limited partnership may use a name that is not distinguishable from a name described in subdivisions (d)(1)-(5) if the partnership delivers to the secretary of state a certified copy of a final judgment of a court of competent jurisdiction establishing the right of the partnership to use the name in this state.
(i) (1) A domestic limited partnership, or a foreign limited partnership registered to transact business in this state, or applying for registration as a foreign limited partnership to transact business in this state, may elect to adopt an assumed name that complies with the requirements of subsections (a)-(h), except that the assumed name need not contain the designations contained in subsections (b) and (c). (2) The identification by a domestic limited partnership or foreign limited partnership of its business with a trademark or service mark of which it is the owner, or is licensed, does not constitute the use of an assumed name. (3) Before transacting any business in this state under an assumed name, the domestic limited partnership or foreign limited partnership shall, for each assumed name, execute and file, in accordance with §§ 61-3-206 and 61-3-1205 , an application setting forth: (A) The true name of the applicant; (B) The jurisdiction in which the applicant is formed; (C) The applicant's intention to transact business under an assumed name; and (D) The assumed name that the applicant proposes to use. (4) The right to use an assumed name is effective for five (5) years from the date of filing an application with the secretary of state pursuant to subdivision (i)(3). (5) A domestic or foreign limited partnership may renew the right to use its assumed name, if any, for successive five-year periods by filing an application to renew the assumed name and paying the renewal fee as prescribed by § 61-3-1205 , within the two (2) months preceding the expiration of the then-current period.
(1) A domestic limited partnership, or a foreign limited partnership registered to transact business in this state, or applying for registration as a foreign limited partnership to transact business in this state, may elect to adopt an assumed name that complies with the requirements of subsections (a)-(h), except that the assumed name need not contain the designations contained in subsections (b) and (c).
(2) The identification by a domestic limited partnership or foreign limited partnership of its business with a trademark or service mark of which it is the owner, or is licensed, does not constitute the use of an assumed name.
(3) Before transacting any business in this state under an assumed name, the domestic limited partnership or foreign limited partnership shall, for each assumed name, execute and file, in accordance with §§ 61-3-206 and 61-3-1205 , an application setting forth: (A) The true name of the applicant; (B) The jurisdiction in which the applicant is formed; (C) The applicant's intention to transact business under an assumed name; and (D) The assumed name that the applicant proposes to use.
(A) The true name of the applicant;
(B) The jurisdiction in which the applicant is formed;
(C) The applicant's intention to transact business under an assumed name; and
(D) The assumed name that the applicant proposes to use.
(4) The right to use an assumed name is effective for five (5) years from the date of filing an application with the secretary of state pursuant to subdivision (i)(3).
(5) A domestic or foreign limited partnership may renew the right to use its assumed name, if any, for successive five-year periods by filing an application to renew the assumed name and paying the renewal fee as prescribed by § 61-3-1205 , within the two (2) months preceding the expiration of the then-current period.
(j) (1) A domestic or foreign limited partnership may change or cancel its assumed name by filing, in accordance with §§ 61-3-206 and 61-3-1205 , an application setting forth: (A) The true name of the applicant; (B) The jurisdiction in which the applicant is formed; (C) The applicant's intention to cease transacting business in this state under the specified assumed name by changing or cancelling the assumed name; (D) The assumed name to be changed or cancelled; and (E) If the assumed name is to be changed, the new assumed name that the applicant proposes to use. (2) Upon approval of an application to change an assumed name and payment of the appropriate fee, the applicant has the right to use the new assumed name for a new five-year period, subject to the same renewal procedures described in subdivision (i)(5).
(1) A domestic or foreign limited partnership may change or cancel its assumed name by filing, in accordance with §§ 61-3-206 and 61-3-1205 , an application setting forth: (A) The true name of the applicant; (B) The jurisdiction in which the applicant is formed; (C) The applicant's intention to cease transacting business in this state under the specified assumed name by changing or cancelling the assumed name; (D) The assumed name to be changed or cancelled; and (E) If the assumed name is to be changed, the new assumed name that the applicant proposes to use.
(A) The true name of the applicant;
(B) The jurisdiction in which the applicant is formed;
(C) The applicant's intention to cease transacting business in this state under the specified assumed name by changing or cancelling the assumed name;
(D) The assumed name to be changed or cancelled; and
(E) If the assumed name is to be changed, the new assumed name that the applicant proposes to use.
(2) Upon approval of an application to change an assumed name and payment of the appropriate fee, the applicant has the right to use the new assumed name for a new five-year period, subject to the same renewal procedures described in subdivision (i)(5).
(k) The secretary of state shall cancel the right of a domestic or foreign limited partnership to use an assumed name if: (1) The domestic or foreign limited partnership fails to renew its right to use the assumed name before the right expires; (2) The domestic or foreign limited partnership has filed an application to change the assumed name, or to cancel its right to use the assumed name; (3) In the case of a domestic limited partnership, the limited partnership has been dissolved; or (4) In the case of a foreign limited partnership, the foreign limited partnership has had its registration as a foreign limited partnership authorized to transact business in this state revoked.
(1) The domestic or foreign limited partnership fails to renew its right to use the assumed name before the right expires;
(2) The domestic or foreign limited partnership has filed an application to change the assumed name, or to cancel its right to use the assumed name;
(3) In the case of a domestic limited partnership, the limited partnership has been dissolved; or
(4) In the case of a foreign limited partnership, the foreign limited partnership has had its registration as a foreign limited partnership authorized to transact business in this state revoked.
Amended by 2023 Tenn. Acts, ch. 96, s 2, eff. 7/1/2023.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-1204 — TN Code / Title 61 / Chapter 2 / Section 61-2-1204
Effective date and extended effective date
Status: in_force

(a) All limited partnerships formed on or after January 1, 1989, the "effective date" shall be governed by this chapter. (b) Except as provided in subsections (e) and (f), all limited partnerships formed on or after January 1, 1988, and prior to January 1, 1989, under chapter 2 of this title as hereby repealed, shall continue to be governed by that chapter until July 1, 1989, the "extended effective date," at which time such limited partnerships shall be governed by this chapter. (c) Except as provided in subsection (e), a limited partnership formed prior to January 1, 1988, shall continue to be governed by chapter 2 of this title in effect prior to the adoption of chapter 2 of this title as hereby repealed, except that such limited partnership shall not have its term extended except under this chapter. (d) Except as provided in subsection (e), part 9 of this chapter, relative to foreign limited partnerships, is not effective until July 1, 1989. (e) Any limited partnership formed prior to January 1, 1989 and any foreign limited partnership may elect to be governed by this chapter before July 1, 1989 by filing with the register of deeds prior to January 1, 1989 and with the secretary of state on and after January 1, 1989 a certificate of limited partnership, or an application for registration as a foreign limited partnership which complies with this chapter or a certificate of amendment which would cause its certificate of limited partnership to comply with this chapter and which specifically states that it is electing to be so bound and by paying the fee for a certificate of limited partnership specified in § 61-2-1207(a)(8) . Such certificate may be filed by any general partner without the necessity of obtaining the approval of any limited partner. (f) With respect to a limited partnership formed on or after January 1, 1988 and prior to January 1, 1989: (1) On and after July 1, 1989, such limited partnership need not file with the secretary of state a certificate of amendment which would cause its certificate of limited partnership to comply with this chapter until the occurrence of an event which, under this chapter, requires the filing of a certificate of amendment; (2) Sections 61-2-501 and 61-2-502 , and 61-2-607(b) shall apply only to contributions and distributions made after January 1, 1989; and (3) Section 61-2-704 shall apply only to assignments made after January 1, 1989. Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 81-83, 86.
(a) All limited partnerships formed on or after January 1, 1989, the "effective date" shall be governed by this chapter.
(b) Except as provided in subsections (e) and (f), all limited partnerships formed on or after January 1, 1988, and prior to January 1, 1989, under chapter 2 of this title as hereby repealed, shall continue to be governed by that chapter until July 1, 1989, the "extended effective date," at which time such limited partnerships shall be governed by this chapter.
(c) Except as provided in subsection (e), a limited partnership formed prior to January 1, 1988, shall continue to be governed by chapter 2 of this title in effect prior to the adoption of chapter 2 of this title as hereby repealed, except that such limited partnership shall not have its term extended except under this chapter.
(d) Except as provided in subsection (e), part 9 of this chapter, relative to foreign limited partnerships, is not effective until July 1, 1989.
(e) Any limited partnership formed prior to January 1, 1989 and any foreign limited partnership may elect to be governed by this chapter before July 1, 1989 by filing with the register of deeds prior to January 1, 1989 and with the secretary of state on and after January 1, 1989 a certificate of limited partnership, or an application for registration as a foreign limited partnership which complies with this chapter or a certificate of amendment which would cause its certificate of limited partnership to comply with this chapter and which specifically states that it is electing to be so bound and by paying the fee for a certificate of limited partnership specified in § 61-2-1207(a)(8) . Such certificate may be filed by any general partner without the necessity of obtaining the approval of any limited partner.
(f) With respect to a limited partnership formed on or after January 1, 1988 and prior to January 1, 1989: (1) On and after July 1, 1989, such limited partnership need not file with the secretary of state a certificate of amendment which would cause its certificate of limited partnership to comply with this chapter until the occurrence of an event which, under this chapter, requires the filing of a certificate of amendment; (2) Sections 61-2-501 and 61-2-502 , and 61-2-607(b) shall apply only to contributions and distributions made after January 1, 1989; and (3) Section 61-2-704 shall apply only to assignments made after January 1, 1989.
(1) On and after July 1, 1989, such limited partnership need not file with the secretary of state a certificate of amendment which would cause its certificate of limited partnership to comply with this chapter until the occurrence of an event which, under this chapter, requires the filing of a certificate of amendment;
(2) Sections 61-2-501 and 61-2-502 , and 61-2-607(b) shall apply only to contributions and distributions made after January 1, 1989; and
(3) Section 61-2-704 shall apply only to assignments made after January 1, 1989.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 81-83, 86.
Tenn. Code Ann. § 61-1-1207 — TN Code / Title 61 / Chapter 1 / Section 61-1-1207
Savings clause
Status: in_force

This chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect. Acts 2001, ch. 353.
This chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-2-406 — TN Code / Title 61 / Chapter 2 / Section 61-2-406
Conflict of interest
Status: in_force

(a) A conflict of interest transaction is a transaction with the partnership in which a general partner of the partnership has a direct or indirect interest. A conflict of interest transaction is not voidable by the partnership solely because of the general partner's interest in the transaction if any one (1) of the following is true: (1) The material facts of the transaction and the general partner's interest were disclosed or known to all the general partners and the transaction is authorized, approved or ratified by the affirmative vote of a majority of the general partners who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved or ratified under this section by a single general partner; (2) The material facts of the transaction and the general partner's interest were disclosed or known to a committee of not less than three (3) partners, none of whom have a direct or indirect interest in the transaction, and such committee authorized, approved or ratified the transaction; (3) The material facts of the transaction and the general partner's interest were disclosed or known to all disinterested partners and a majority of such disinterested partners authorized, approved or ratified the transaction; or (4) The transaction was fair to the partnership. (b) For purposes of this section, a general partner of the partnership has an indirect interest in a transaction if, but not only if, another entity in which he has a material financial interest or of which he is a director, officer, trustee or partner is a party to the transaction. (c) For purposes of subdivision (a)(3), votes of partners who have a direct or indirect interest in a transaction or votes of those under the control of an entity described in subsection (b), may not be counted in a vote of partners to determine whether to authorize, approve or ratify a conflict of interest transaction under subdivision (a)(3). The votes of those partners, however, shall be counted in determining whether the transaction is approved under other sections of this title. A majority of the partners, whether or not present, that are entitled to vote on the transaction under this subsection (c) constitutes a quorum for the purpose of taking action under this section. Acts 1988, ch. 922, § 1.
(a) A conflict of interest transaction is a transaction with the partnership in which a general partner of the partnership has a direct or indirect interest. A conflict of interest transaction is not voidable by the partnership solely because of the general partner's interest in the transaction if any one (1) of the following is true: (1) The material facts of the transaction and the general partner's interest were disclosed or known to all the general partners and the transaction is authorized, approved or ratified by the affirmative vote of a majority of the general partners who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved or ratified under this section by a single general partner; (2) The material facts of the transaction and the general partner's interest were disclosed or known to a committee of not less than three (3) partners, none of whom have a direct or indirect interest in the transaction, and such committee authorized, approved or ratified the transaction; (3) The material facts of the transaction and the general partner's interest were disclosed or known to all disinterested partners and a majority of such disinterested partners authorized, approved or ratified the transaction; or (4) The transaction was fair to the partnership.
(1) The material facts of the transaction and the general partner's interest were disclosed or known to all the general partners and the transaction is authorized, approved or ratified by the affirmative vote of a majority of the general partners who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved or ratified under this section by a single general partner;
(2) The material facts of the transaction and the general partner's interest were disclosed or known to a committee of not less than three (3) partners, none of whom have a direct or indirect interest in the transaction, and such committee authorized, approved or ratified the transaction;
(3) The material facts of the transaction and the general partner's interest were disclosed or known to all disinterested partners and a majority of such disinterested partners authorized, approved or ratified the transaction; or
(4) The transaction was fair to the partnership.
(b) For purposes of this section, a general partner of the partnership has an indirect interest in a transaction if, but not only if, another entity in which he has a material financial interest or of which he is a director, officer, trustee or partner is a party to the transaction.
(c) For purposes of subdivision (a)(3), votes of partners who have a direct or indirect interest in a transaction or votes of those under the control of an entity described in subsection (b), may not be counted in a vote of partners to determine whether to authorize, approve or ratify a conflict of interest transaction under subdivision (a)(3). The votes of those partners, however, shall be counted in determining whether the transaction is approved under other sections of this title. A majority of the partners, whether or not present, that are entitled to vote on the transaction under this subsection (c) constitutes a quorum for the purpose of taking action under this section.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-3-121 — TN Code / Title 61 / Chapter 3 / Section 61-3-121
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 § 61-3-119(b) , of any process, notice or demand must be made by delivering to the secretary of state the original and one (1) copy of the process, notice, or demand, duly certified by the clerk of the court in that the suit or action is pending or brought, together with the proper fee. A statement that identifies which of the grounds listed in § 61-3-119(b) for service on the secretary of state must be included. The secretary of state shall endorse the time of receipt upon the original and copy and shall immediately 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 the 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 the limited partnership is formed. If none of the addresses described in the previous sentence 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 the 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, does not affect the validity of the service, and any limited partnership refusing or failing to accept delivery of registered or certified mail shall be charged with knowledge of the contents of any process, notice, or demand contained in the registered or certified mail. (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 the 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 the 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 service on the defendant shall be complete. Service made under this section has 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 a defendant domestic or foreign limited partnership may be served on the secretary of state as agent for the 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 the defendant limited partnership under this section. (e) No appearance is 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 the service and the action with reference thereto. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(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 § 61-3-119(b) , of any process, notice or demand must be made by delivering to the secretary of state the original and one (1) copy of the process, notice, or demand, duly certified by the clerk of the court in that the suit or action is pending or brought, together with the proper fee. A statement that identifies which of the grounds listed in § 61-3-119(b) for service on the secretary of state must be included. The secretary of state shall endorse the time of receipt upon the original and copy and shall immediately 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 the 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 the limited partnership is formed. If none of the addresses described in the previous sentence 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 the 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, does not affect the validity of the service, and any limited partnership refusing or failing to accept delivery of registered or certified mail shall be charged with knowledge of the contents of any process, notice, or demand contained in the registered or certified mail.
(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 the 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 the 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 service on the defendant shall be complete. Service made under this section has 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 a defendant domestic or foreign limited partnership may be served on the secretary of state as agent for the 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 the defendant limited partnership under this section.
(e) No appearance is 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 the service and the action with reference thereto.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-906 — TN Code / Title 61 / Chapter 2 / Section 61-2-906
Cancellation of registration
Status: in_force

(a) A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation of registration executed by a general partner, which shall set forth: (1) The name of the foreign limited partnership, and, if different, the name under which it is registered to do business in Tennessee; (2) The name of the state or country under whose law it was organized; (3) That it is not transacting business in this state and that it surrenders its registration to transact business in this state; (4) That it either continues its registered agent in this state or revokes the authority of the 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; (5) A mailing address to which the secretary of state may mail a copy of any process served on him under subdivision (a)(4); and (6) A commitment to notify the secretary of state in the future of any change in mailing address. (b) The secretary of state shall file the certificate of cancellation of registration if the secretary of state finds that the certificate of cancellation of registration: (1) Complies with subsection (a); and (2) Is accompanied by a tax clearance for termination or withdrawal relative to such foreign limited partnership. (c) When the certificate of cancellation of registration has been filed in accordance with subsection (b), the cancellation of the certificate of registration of the foreign limited partnership is effective. After cancellation of the registration of the foreign limited partnership is effective, 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 mail a copy of the process to the foreign limited partnership at the mailing address set forth under subdivision (a)(5). Acts 1988, ch. 922, § 1; 1989, ch. 270, § 76; 2009, ch. 354, §§ 3, 4; 2010, ch. 741, § 55.
(a) A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation of registration executed by a general partner, which shall set forth: (1) The name of the foreign limited partnership, and, if different, the name under which it is registered to do business in Tennessee; (2) The name of the state or country under whose law it was organized; (3) That it is not transacting business in this state and that it surrenders its registration to transact business in this state; (4) That it either continues its registered agent in this state or revokes the authority of the 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; (5) A mailing address to which the secretary of state may mail a copy of any process served on him under subdivision (a)(4); and (6) A commitment to notify the secretary of state in the future of any change in mailing address.
(1) The name of the foreign limited partnership, and, if different, the name under which it is registered to do business in Tennessee;
(2) The name of the state or country under whose law it was organized;
(3) That it is not transacting business in this state and that it surrenders its registration to transact business in this state;
(4) That it either continues its registered agent in this state or revokes the authority of the 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;
(5) A mailing address to which the secretary of state may mail a copy of any process served on him under subdivision (a)(4); and
(6) A commitment to notify the secretary of state in the future of any change in mailing address.
(b) The secretary of state shall file the certificate of cancellation of registration if the secretary of state finds that the certificate of cancellation of registration: (1) Complies with subsection (a); and (2) Is accompanied by a tax clearance for termination or withdrawal relative to such foreign limited partnership.
(1) Complies with subsection (a); and
(2) Is accompanied by a tax clearance for termination or withdrawal relative to such foreign limited partnership.
(c) When the certificate of cancellation of registration has been filed in accordance with subsection (b), the cancellation of the certificate of registration of the foreign limited partnership is effective. After cancellation of the registration of the foreign limited partnership is effective, 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 mail a copy of the process to the foreign limited partnership at the mailing address set forth under subdivision (a)(5).
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 76; 2009, ch. 354, §§ 3, 4; 2010, ch. 741, § 55.
Tenn. Code Ann. § 61-3-104 — TN Code / Title 61 / Chapter 3 / Section 61-3-104
Partnership agreement - Scope, function, and limitations
Status: in_force

(a) Except as otherwise provided in subsections (c) and (d), the partnership agreement governs: (1) Relations among the partners as partners and between the partners and the limited partnership; (2) The activities and affairs of the partnership and the conduct of those activities and affairs; and (3) The means and conditions for amending the partnership agreement. (b) To the extent the partnership agreement does not provide for a matter described in subsection (a), this chapter governs the matter. (c) A partnership agreement shall not: (1) Vary the law applicable under § 61-3-103 ; (2) Vary a limited partnership's capacity under § 61-3-110 to sue and be sued in its own name; (3) Vary § 61-3-204 ; (4) Vary the right of a general partner under § 61-3-406(b)(2) to vote on or consent to an amendment to the certificate of limited partnership deleting a statement that the limited partnership is a limited liability limited partnership; (5) Vary the notice requirements under § 61-3-102 or under this chapter in a manner that is manifestly unreasonable; (6) Vary the requirements with respect to the limited partnership's name under § 61-3-112 ; (7) Vary the requirement under § 61-3-119 regarding the Workers' Compensation Law, compiled in title 50, chapter 6; (8) Eliminate or vary the restrictions on reimbursement and indemnification contained in § 61-3-408(a) and (b) ; (9) Eliminate or vary the potential for personal liability of a general partner under § 61-3-404 ; (10) Eliminate or vary this section; (11) Eliminate or vary the limitations on distributions in § 61-3-504 ; (12) Eliminate or vary the liability for unlawful distributions in § 61-3-505 ; (13) Unreasonably restrict a right to information or access to records under § 61-3-304 or § 61-3-407 ; (14) Eliminate or restrict the duty of loyalty under § 61-3-409(b)(1) or (b)(2) , except to the extent provided by subsection (d); (15) Unreasonably reduce the duty of care under § 61-3-409 ; (16) Eliminate the obligation of good faith and fair dealing under § 61-3-305(a) and § 61-3-409(d) , but the partnership agreement may determine standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable; (17) Vary the grounds for expulsion specified in § 61-3-603(5)(B) ; (18) Vary the power of person to dissociate as a general partner under § 61-3-604(a) , except to require that the notice under § 61-3-603(1) be in a record; (19) Vary the causes of dissolution specified in § 61-3-801(a)(6) ; (20) Vary the requirement to wind up the partnership's activities and affairs as specified in § 61-3-802(a), (b)(1)(B), and (d) ; (21) Vary § 61-3-905 , but the partnership agreement may provide that the partnership shall not have a special litigation committee; (22) Vary any requirements relating to documents required to be filed with the secretary of state or any register of deeds, or otherwise vary or restrict any other rights of the secretary of state or any register of deeds; and (23) Except as provided in §§ 61-3-105 and 61-3-106(b) , vary or restrict any rights of any person under this chapter, other than a partner. (d) Without limiting other terms that may be included in a partnership agreement, the following applies: (1) The partnership agreement may: (A) Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one (1) or more disinterested and independent persons after full disclosure of all material facts; and (B) Alter the prohibition in § 61-3-504(a)(2) so that the prohibition requires only that the partnership's total assets not be less than the sum of its total liabilities; and (2) If not manifestly unreasonable, the partnership agreement may: (A) Alter or eliminate the aspects of the duty of loyalty stated in § 61-3-409(b)(1) or (b)(2) ; (B) Identify specific types or categories of activities that do not violate the duty of loyalty; (C) Alter the duty of care, but shall not authorize conduct involving bad faith, willful or intentional misconduct, or knowing violation of law; and (D) Alter or eliminate any other fiduciary duty. (e) The court shall decide as a matter of law whether a term of a partnership agreement is manifestly unreasonable under subdivision (c)(5), (c)(16), or (d)(2). The court: (1) Shall make its determination as of the time the challenged term became part of the partnership agreement and by considering only circumstances existing at that time; and (2) May invalidate the term only if, in light of the purposes, activities, and affairs of the limited partnership, it is readily apparent that: (A) The objective of the term is unreasonable; or (B) The term is an unreasonable means to achieve its objective. Amended by 2018 Tenn. Acts, ch. 575, s 3, eff. 3/16/2018. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
(a) Except as otherwise provided in subsections (c) and (d), the partnership agreement governs: (1) Relations among the partners as partners and between the partners and the limited partnership; (2) The activities and affairs of the partnership and the conduct of those activities and affairs; and (3) The means and conditions for amending the partnership agreement.
(1) Relations among the partners as partners and between the partners and the limited partnership;
(2) The activities and affairs of the partnership and the conduct of those activities and affairs; and
(3) The means and conditions for amending the partnership agreement.
(b) To the extent the partnership agreement does not provide for a matter described in subsection (a), this chapter governs the matter.
(c) A partnership agreement shall not: (1) Vary the law applicable under § 61-3-103 ; (2) Vary a limited partnership's capacity under § 61-3-110 to sue and be sued in its own name; (3) Vary § 61-3-204 ; (4) Vary the right of a general partner under § 61-3-406(b)(2) to vote on or consent to an amendment to the certificate of limited partnership deleting a statement that the limited partnership is a limited liability limited partnership; (5) Vary the notice requirements under § 61-3-102 or under this chapter in a manner that is manifestly unreasonable; (6) Vary the requirements with respect to the limited partnership's name under § 61-3-112 ; (7) Vary the requirement under § 61-3-119 regarding the Workers' Compensation Law, compiled in title 50, chapter 6; (8) Eliminate or vary the restrictions on reimbursement and indemnification contained in § 61-3-408(a) and (b) ; (9) Eliminate or vary the potential for personal liability of a general partner under § 61-3-404 ; (10) Eliminate or vary this section; (11) Eliminate or vary the limitations on distributions in § 61-3-504 ; (12) Eliminate or vary the liability for unlawful distributions in § 61-3-505 ; (13) Unreasonably restrict a right to information or access to records under § 61-3-304 or § 61-3-407 ; (14) Eliminate or restrict the duty of loyalty under § 61-3-409(b)(1) or (b)(2) , except to the extent provided by subsection (d); (15) Unreasonably reduce the duty of care under § 61-3-409 ; (16) Eliminate the obligation of good faith and fair dealing under § 61-3-305(a) and § 61-3-409(d) , but the partnership agreement may determine standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable; (17) Vary the grounds for expulsion specified in § 61-3-603(5)(B) ; (18) Vary the power of person to dissociate as a general partner under § 61-3-604(a) , except to require that the notice under § 61-3-603(1) be in a record; (19) Vary the causes of dissolution specified in § 61-3-801(a)(6) ; (20) Vary the requirement to wind up the partnership's activities and affairs as specified in § 61-3-802(a), (b)(1)(B), and (d) ; (21) Vary § 61-3-905 , but the partnership agreement may provide that the partnership shall not have a special litigation committee; (22) Vary any requirements relating to documents required to be filed with the secretary of state or any register of deeds, or otherwise vary or restrict any other rights of the secretary of state or any register of deeds; and (23) Except as provided in §§ 61-3-105 and 61-3-106(b) , vary or restrict any rights of any person under this chapter, other than a partner.
(1) Vary the law applicable under § 61-3-103 ;
(2) Vary a limited partnership's capacity under § 61-3-110 to sue and be sued in its own name;
(3) Vary § 61-3-204 ;
(4) Vary the right of a general partner under § 61-3-406(b)(2) to vote on or consent to an amendment to the certificate of limited partnership deleting a statement that the limited partnership is a limited liability limited partnership;
(5) Vary the notice requirements under § 61-3-102 or under this chapter in a manner that is manifestly unreasonable;
(6) Vary the requirements with respect to the limited partnership's name under § 61-3-112 ;
(7) Vary the requirement under § 61-3-119 regarding the Workers' Compensation Law, compiled in title 50, chapter 6;
(8) Eliminate or vary the restrictions on reimbursement and indemnification contained in § 61-3-408(a) and (b) ;
(9) Eliminate or vary the potential for personal liability of a general partner under § 61-3-404 ;
(10) Eliminate or vary this section;
(11) Eliminate or vary the limitations on distributions in § 61-3-504 ;
(12) Eliminate or vary the liability for unlawful distributions in § 61-3-505 ;
(13) Unreasonably restrict a right to information or access to records under § 61-3-304 or § 61-3-407 ;
(14) Eliminate or restrict the duty of loyalty under § 61-3-409(b)(1) or (b)(2) , except to the extent provided by subsection (d);
(15) Unreasonably reduce the duty of care under § 61-3-409 ;
(16) Eliminate the obligation of good faith and fair dealing under § 61-3-305(a) and § 61-3-409(d) , but the partnership agreement may determine standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(17) Vary the grounds for expulsion specified in § 61-3-603(5)(B) ;
(18) Vary the power of person to dissociate as a general partner under § 61-3-604(a) , except to require that the notice under § 61-3-603(1) be in a record;
(19) Vary the causes of dissolution specified in § 61-3-801(a)(6) ;
(20) Vary the requirement to wind up the partnership's activities and affairs as specified in § 61-3-802(a), (b)(1)(B), and (d) ;
(21) Vary § 61-3-905 , but the partnership agreement may provide that the partnership shall not have a special litigation committee;
(22) Vary any requirements relating to documents required to be filed with the secretary of state or any register of deeds, or otherwise vary or restrict any other rights of the secretary of state or any register of deeds; and
(23) Except as provided in §§ 61-3-105 and 61-3-106(b) , vary or restrict any rights of any person under this chapter, other than a partner.
(d) Without limiting other terms that may be included in a partnership agreement, the following applies: (1) The partnership agreement may: (A) Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one (1) or more disinterested and independent persons after full disclosure of all material facts; and (B) Alter the prohibition in § 61-3-504(a)(2) so that the prohibition requires only that the partnership's total assets not be less than the sum of its total liabilities; and (2) If not manifestly unreasonable, the partnership agreement may: (A) Alter or eliminate the aspects of the duty of loyalty stated in § 61-3-409(b)(1) or (b)(2) ; (B) Identify specific types or categories of activities that do not violate the duty of loyalty; (C) Alter the duty of care, but shall not authorize conduct involving bad faith, willful or intentional misconduct, or knowing violation of law; and (D) Alter or eliminate any other fiduciary duty.
(1) The partnership agreement may: (A) Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one (1) or more disinterested and independent persons after full disclosure of all material facts; and (B) Alter the prohibition in § 61-3-504(a)(2) so that the prohibition requires only that the partnership's total assets not be less than the sum of its total liabilities; and
(A) Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one (1) or more disinterested and independent persons after full disclosure of all material facts; and
(B) Alter the prohibition in § 61-3-504(a)(2) so that the prohibition requires only that the partnership's total assets not be less than the sum of its total liabilities; and
(2) If not manifestly unreasonable, the partnership agreement may: (A) Alter or eliminate the aspects of the duty of loyalty stated in § 61-3-409(b)(1) or (b)(2) ; (B) Identify specific types or categories of activities that do not violate the duty of loyalty; (C) Alter the duty of care, but shall not authorize conduct involving bad faith, willful or intentional misconduct, or knowing violation of law; and (D) Alter or eliminate any other fiduciary duty.
(A) Alter or eliminate the aspects of the duty of loyalty stated in § 61-3-409(b)(1) or (b)(2) ;
(B) Identify specific types or categories of activities that do not violate the duty of loyalty;
(C) Alter the duty of care, but shall not authorize conduct involving bad faith, willful or intentional misconduct, or knowing violation of law; and
(D) Alter or eliminate any other fiduciary duty.
(e) The court shall decide as a matter of law whether a term of a partnership agreement is manifestly unreasonable under subdivision (c)(5), (c)(16), or (d)(2). The court: (1) Shall make its determination as of the time the challenged term became part of the partnership agreement and by considering only circumstances existing at that time; and (2) May invalidate the term only if, in light of the purposes, activities, and affairs of the limited partnership, it is readily apparent that: (A) The objective of the term is unreasonable; or (B) The term is an unreasonable means to achieve its objective.
(1) Shall make its determination as of the time the challenged term became part of the partnership agreement and by considering only circumstances existing at that time; and
(2) May invalidate the term only if, in light of the purposes, activities, and affairs of the limited partnership, it is readily apparent that: (A) The objective of the term is unreasonable; or (B) The term is an unreasonable means to achieve its objective.
(A) The objective of the term is unreasonable; or
(B) The term is an unreasonable means to achieve its objective.
Amended by 2018 Tenn. Acts, ch. 575, s 3, eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-302 — TN Code / Title 61 / Chapter 2 / Section 61-2-302
Liability for obligations - Control of business
Status: in_force

(a) Except as provided in subsection (d), a limited partner is not liable for the obligations of a limited partnership, unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of the business. However, if the limited partner does participate in the control of the business, he is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner. (b) A limited partner does not participate in the control of the business within the meaning of subsection (a) by virtue of his possessing or exercising one (1) or more of the following powers or having or acting in one (1) or more of the following capacities: (1) To be an independent contractor for or to transact business with, including being a contractor for, or to be an agent or employee of, the limited partnership or a general partner, or to be an officer, director or stockholder of a corporate general partner, or to be a partner of a partnership that is a general partner of the limited partnership, or to be a fiduciary or beneficiary of an estate or trust which is a general partner; (2) To consult with or advise a general partner with respect to any matter, including the business of the limited partnership; (3) To act as surety, guarantor or endorser for the limited partnership or a general partner, to guarantee or assume one (1) or more obligations of the limited partnership or a general partner, to borrow money from the limited partnership or a general partner, to lend money to the limited partnership or a general partner, or to provide collateral for the limited partnership or a general partner; (4) To call, request or attend or participate at a meeting of the partners or the limited partners; (5) To wind up a limited partnership pursuant to § 61-2-803 ; (6) To take any action required or permitted by law to bring, pursue or settle or otherwise terminate a derivative action in the right of the limited partnership; (7) To serve on a committee of the limited partnership or the limited partners; (8) To act or cause the taking or refraining from the taking of any action, including by proposing, approving, consenting or disapproving, by voting or otherwise, with respect to one (1) or more of the following matters: (A) The dissolution and winding up of the limited partnership or an election to continue the limited partnership or an election to continue the business of the limited partnership; (B) The sale, exchange, lease, mortgage, assignment, pledge or other transfer of, or granting of a security interest in, any asset or assets of the limited partnership; (C) The incurrence, renewal, refinancing or payment or other discharge of indebtedness by the limited partnership; (D) A change in the nature of the business; (E) The admission, removal or retention of a general partner; (F) The admission, removal or retention of a limited partner; (G) A transaction or other matter involving an actual or potential conflict of interest; (H) An amendment to the partnership agreement or certificate of limited partnership; (I) The merger of a limited partnership; (J) In respect of a limited partnership which is registered as an investment company under the Investment Company Act of 1940 ( 15 U.S.C. § 80a-1 et seq.), as amended, any matter required by the Investment Company Act of 1940, or the rules and regulations of the securities and exchange commission thereunder, to be approved by the holders of beneficial interests in an investment company, including the electing of directors or trustees of the investment company, the approving or terminating of investment advisory or underwriting contracts, and the approving of auditors; (K) The indemnification of any partner or other person; or (L) Such other matters as are stated in the partnership agreement or in any other agreement or in writing; or (9) Any right or power granted or permitted to limited partners under this chapter and not specifically enumerated in this subsection (b). (c) The enumeration in subsection (b) does not mean that the possession or exercise of any other powers or having or acting in other capacities by a limited partner constitutes participation by him in the control of the business of the limited partnership. (d) A limited partner does not participate in the control of the business within the meaning of subsection (a) by virtue of the fact that all or any part of the name of such limited partner is included in the name of the limited partnership. (e) This section does not create rights or powers of limited partners. Such rights and powers may be created only by a certificate of limited partnership, a partnership agreement or any other agreement, or other sections of this chapter. Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 27-37.
(a) Except as provided in subsection (d), a limited partner is not liable for the obligations of a limited partnership, unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of the business. However, if the limited partner does participate in the control of the business, he is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner.
(b) A limited partner does not participate in the control of the business within the meaning of subsection (a) by virtue of his possessing or exercising one (1) or more of the following powers or having or acting in one (1) or more of the following capacities: (1) To be an independent contractor for or to transact business with, including being a contractor for, or to be an agent or employee of, the limited partnership or a general partner, or to be an officer, director or stockholder of a corporate general partner, or to be a partner of a partnership that is a general partner of the limited partnership, or to be a fiduciary or beneficiary of an estate or trust which is a general partner; (2) To consult with or advise a general partner with respect to any matter, including the business of the limited partnership; (3) To act as surety, guarantor or endorser for the limited partnership or a general partner, to guarantee or assume one (1) or more obligations of the limited partnership or a general partner, to borrow money from the limited partnership or a general partner, to lend money to the limited partnership or a general partner, or to provide collateral for the limited partnership or a general partner; (4) To call, request or attend or participate at a meeting of the partners or the limited partners; (5) To wind up a limited partnership pursuant to § 61-2-803 ; (6) To take any action required or permitted by law to bring, pursue or settle or otherwise terminate a derivative action in the right of the limited partnership; (7) To serve on a committee of the limited partnership or the limited partners; (8) To act or cause the taking or refraining from the taking of any action, including by proposing, approving, consenting or disapproving, by voting or otherwise, with respect to one (1) or more of the following matters: (A) The dissolution and winding up of the limited partnership or an election to continue the limited partnership or an election to continue the business of the limited partnership; (B) The sale, exchange, lease, mortgage, assignment, pledge or other transfer of, or granting of a security interest in, any asset or assets of the limited partnership; (C) The incurrence, renewal, refinancing or payment or other discharge of indebtedness by the limited partnership; (D) A change in the nature of the business; (E) The admission, removal or retention of a general partner; (F) The admission, removal or retention of a limited partner; (G) A transaction or other matter involving an actual or potential conflict of interest; (H) An amendment to the partnership agreement or certificate of limited partnership; (I) The merger of a limited partnership; (J) In respect of a limited partnership which is registered as an investment company under the Investment Company Act of 1940 ( 15 U.S.C. § 80a-1 et seq.), as amended, any matter required by the Investment Company Act of 1940, or the rules and regulations of the securities and exchange commission thereunder, to be approved by the holders of beneficial interests in an investment company, including the electing of directors or trustees of the investment company, the approving or terminating of investment advisory or underwriting contracts, and the approving of auditors; (K) The indemnification of any partner or other person; or (L) Such other matters as are stated in the partnership agreement or in any other agreement or in writing; or (9) Any right or power granted or permitted to limited partners under this chapter and not specifically enumerated in this subsection (b).
(1) To be an independent contractor for or to transact business with, including being a contractor for, or to be an agent or employee of, the limited partnership or a general partner, or to be an officer, director or stockholder of a corporate general partner, or to be a partner of a partnership that is a general partner of the limited partnership, or to be a fiduciary or beneficiary of an estate or trust which is a general partner;
(2) To consult with or advise a general partner with respect to any matter, including the business of the limited partnership;
(3) To act as surety, guarantor or endorser for the limited partnership or a general partner, to guarantee or assume one (1) or more obligations of the limited partnership or a general partner, to borrow money from the limited partnership or a general partner, to lend money to the limited partnership or a general partner, or to provide collateral for the limited partnership or a general partner;
(4) To call, request or attend or participate at a meeting of the partners or the limited partners;
(5) To wind up a limited partnership pursuant to § 61-2-803 ;
(6) To take any action required or permitted by law to bring, pursue or settle or otherwise terminate a derivative action in the right of the limited partnership;
(7) To serve on a committee of the limited partnership or the limited partners;
(8) To act or cause the taking or refraining from the taking of any action, including by proposing, approving, consenting or disapproving, by voting or otherwise, with respect to one (1) or more of the following matters: (A) The dissolution and winding up of the limited partnership or an election to continue the limited partnership or an election to continue the business of the limited partnership; (B) The sale, exchange, lease, mortgage, assignment, pledge or other transfer of, or granting of a security interest in, any asset or assets of the limited partnership; (C) The incurrence, renewal, refinancing or payment or other discharge of indebtedness by the limited partnership; (D) A change in the nature of the business; (E) The admission, removal or retention of a general partner; (F) The admission, removal or retention of a limited partner; (G) A transaction or other matter involving an actual or potential conflict of interest; (H) An amendment to the partnership agreement or certificate of limited partnership; (I) The merger of a limited partnership; (J) In respect of a limited partnership which is registered as an investment company under the Investment Company Act of 1940 ( 15 U.S.C. § 80a-1 et seq.), as amended, any matter required by the Investment Company Act of 1940, or the rules and regulations of the securities and exchange commission thereunder, to be approved by the holders of beneficial interests in an investment company, including the electing of directors or trustees of the investment company, the approving or terminating of investment advisory or underwriting contracts, and the approving of auditors; (K) The indemnification of any partner or other person; or (L) Such other matters as are stated in the partnership agreement or in any other agreement or in writing; or
(A) The dissolution and winding up of the limited partnership or an election to continue the limited partnership or an election to continue the business of the limited partnership;
(B) The sale, exchange, lease, mortgage, assignment, pledge or other transfer of, or granting of a security interest in, any asset or assets of the limited partnership;
(C) The incurrence, renewal, refinancing or payment or other discharge of indebtedness by the limited partnership;
(D) A change in the nature of the business;
(E) The admission, removal or retention of a general partner;
(F) The admission, removal or retention of a limited partner;
(G) A transaction or other matter involving an actual or potential conflict of interest;
(H) An amendment to the partnership agreement or certificate of limited partnership;
(I) The merger of a limited partnership;
(J) In respect of a limited partnership which is registered as an investment company under the Investment Company Act of 1940 ( 15 U.S.C. § 80a-1 et seq.), as amended, any matter required by the Investment Company Act of 1940, or the rules and regulations of the securities and exchange commission thereunder, to be approved by the holders of beneficial interests in an investment company, including the electing of directors or trustees of the investment company, the approving or terminating of investment advisory or underwriting contracts, and the approving of auditors;
(K) The indemnification of any partner or other person; or
(L) Such other matters as are stated in the partnership agreement or in any other agreement or in writing; or
(9) Any right or power granted or permitted to limited partners under this chapter and not specifically enumerated in this subsection (b).
(c) The enumeration in subsection (b) does not mean that the possession or exercise of any other powers or having or acting in other capacities by a limited partner constitutes participation by him in the control of the business of the limited partnership.
(d) A limited partner does not participate in the control of the business within the meaning of subsection (a) by virtue of the fact that all or any part of the name of such limited partner is included in the name of the limited partnership.
(e) This section does not create rights or powers of limited partners. Such rights and powers may be created only by a certificate of limited partnership, a partnership agreement or any other agreement, or other sections of this chapter.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 27-37.
Tenn. Code Ann. § 61-3-1007 — TN Code / Title 61 / Chapter 3 / Section 61-3-1007
Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership
Status: in_force

A registered foreign limited partnership that converts to a domestic limited liability partnership or to a domestic entity whose formation requires delivery of a record to the secretary of state for filing is deemed to have withdrawn its registration on the effective date of the conversion. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
A registered foreign limited partnership that converts to a domestic limited liability partnership or to a domestic entity whose formation requires delivery of a record to the secretary of state for filing is deemed to have withdrawn its registration on the effective date of the conversion.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-1101 — TN Code / Title 61 / Chapter 2 / Section 61-2-1101
Requirements generally
Status: in_force

(a) The form and filing of a document must satisfy the requirements of this section, and of all other applicable sections or rules that add to these requirements, to be entitled to filing by the secretary of state. (b) Parts 1, 2, and 9 of this chapter must require or permit filing the documents with the secretary of state. (c) The document must contain the information required by parts 1, 2, and 9 of this chapter and any information required by rules promulgated by the secretary of state. The document may contain other information as well. (d) The document must be capable of being printed in ink in a clear and legible fashion on one (1) side of letter size paper. (e) The document must be in the English language. A limited partnership's name need not be in English if written in English letters, or Arabic or Roman numerals. (f) The person executing the document must sign it and state beneath or opposite the person's signature the person's name and the capacity in which the person signs. (g) The document must be delivered to the office of the secretary of state for filing and must be accompanied by the correct filing fee, and any corporate tax, license fee, interest, or penalty required by part 12 of this chapter. (h) The secretary of state may promulgate appropriate rules establishing acceptable methods for execution of any document to be filed with the secretary of state. (i) All documents submitted to the secretary of state for filing shall contain a statement that makes it clear that the documents are being filed pursuant to this chapter. Amended by 2020 Tenn. Acts, ch. 719, s 28, eff. 6/22/2020. Acts 1988, ch. 922, § 1; 1989, ch. 270, § 78; 2011 , ch. 99, § 29.
(a) The form and filing of a document must satisfy the requirements of this section, and of all other applicable sections or rules that add to these requirements, to be entitled to filing by the secretary of state.
(b) Parts 1, 2, and 9 of this chapter must require or permit filing the documents with the secretary of state.
(c) The document must contain the information required by parts 1, 2, and 9 of this chapter and any information required by rules promulgated by the secretary of state. The document may contain other information as well.
(d) The document must be capable of being printed in ink in a clear and legible fashion on one (1) side of letter size paper.
(e) The document must be in the English language. A limited partnership's name need not be in English if written in English letters, or Arabic or Roman numerals.
(f) The person executing the document must sign it and state beneath or opposite the person's signature the person's name and the capacity in which the person signs.
(g) The document must be delivered to the office of the secretary of state for filing and must be accompanied by the correct filing fee, and any corporate tax, license fee, interest, or penalty required by part 12 of this chapter.
(h) The secretary of state may promulgate appropriate rules establishing acceptable methods for execution of any document to be filed with the secretary of state.
(i) All documents submitted to the secretary of state for filing shall contain a statement that makes it clear that the documents are being filed pursuant to this chapter.
Amended by 2020 Tenn. Acts, ch. 719, s 28, eff. 6/22/2020.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 78; 2011 , ch. 99, § 29.
Tenn. Code Ann. § 61-3-1108 — TN Code / Title 61 / Chapter 3 / Section 61-3-1108
Articles of merger - Effective date of merger
Status: in_force

(a) Articles of merger must be signed by each merging entity and delivered to the secretary of state for filing. (b) Articles of merger must contain: (1) The name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity; (2) The name, jurisdiction of formation, and type of entity of the surviving entity; (3) A statement that the merger was approved by each domestic merging entity, if any, in accordance with §§ 61-3-1104 - 61-3-1109 and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation; (4) If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger; (5) If the surviving entity is created by the merger and is a domestic filing entity, its public organic record, as an attachment; and (6) If the surviving entity is created by the merger and is a domestic limited liability partnership, its application for registration, as an attachment. (c) In addition to the requirements of subsection (b), articles of merger may contain any other provision not prohibited by law. (d) If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the law of this state, except that the public organic record does not need to be signed. (e) If the surviving entity is a domestic limited partnership, the merger becomes effective when the articles of merger are effective. In all cases, the merger becomes effective on the later of: (1) The date and time provided by the organic law of the surviving entity; or (2) When the articles are effective. Amended by 2018 Tenn. Acts, ch. 575, Secs.s 27, s 28 eff. 3/16/2018. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
(a) Articles of merger must be signed by each merging entity and delivered to the secretary of state for filing.
(b) Articles of merger must contain: (1) The name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity; (2) The name, jurisdiction of formation, and type of entity of the surviving entity; (3) A statement that the merger was approved by each domestic merging entity, if any, in accordance with §§ 61-3-1104 - 61-3-1109 and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation; (4) If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger; (5) If the surviving entity is created by the merger and is a domestic filing entity, its public organic record, as an attachment; and (6) If the surviving entity is created by the merger and is a domestic limited liability partnership, its application for registration, as an attachment.
(1) The name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity;
(2) The name, jurisdiction of formation, and type of entity of the surviving entity;
(3) A statement that the merger was approved by each domestic merging entity, if any, in accordance with §§ 61-3-1104 - 61-3-1109 and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation;
(4) If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger;
(5) If the surviving entity is created by the merger and is a domestic filing entity, its public organic record, as an attachment; and
(6) If the surviving entity is created by the merger and is a domestic limited liability partnership, its application for registration, as an attachment.
(c) In addition to the requirements of subsection (b), articles of merger may contain any other provision not prohibited by law.
(d) If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the law of this state, except that the public organic record does not need to be signed.
(e) If the surviving entity is a domestic limited partnership, the merger becomes effective when the articles of merger are effective. In all cases, the merger becomes effective on the later of: (1) The date and time provided by the organic law of the surviving entity; or (2) When the articles are effective.
(1) The date and time provided by the organic law of the surviving entity; or
(2) When the articles are effective.
Amended by 2018 Tenn. Acts, ch. 575, Secs.s 27, s 28 eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-904 — TN Code / Title 61 / Chapter 1 / Section 61-1-904
Effect of conversion
Status: in_force

(a) A partnership or limited partnership that has been converted pursuant to this part is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) All property owned by the converting partnership or limited partnership remains vested in the converted entity; (2) All obligations of the converting partnership or limited partnership continue as obligations of the converted entity; and (3) An action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred. Acts 2001, ch. 353.
(a) A partnership or limited partnership that has been converted pursuant to this part is for all purposes the same entity that existed before the conversion.
(b) When a conversion takes effect: (1) All property owned by the converting partnership or limited partnership remains vested in the converted entity; (2) All obligations of the converting partnership or limited partnership continue as obligations of the converted entity; and (3) An action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred.
(1) All property owned by the converting partnership or limited partnership remains vested in the converted entity;
(2) All obligations of the converting partnership or limited partnership continue as obligations of the converted entity; and
(3) An action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-1-906 — TN Code / Title 61 / Chapter 1 / Section 61-1-906
Effect of merger
Status: in_force

(a) When a merger takes effect: (1) The separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ceases; (2) All property owned by each of the merged partnerships or limited partnerships vests in the surviving entity; (3) All obligations of every partnership or limited partnership that is a party to the merger become the obligations of the surviving entity; and (4) An action or proceeding pending against a partnership or limited partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party to the action or proceeding. (b) The secretary of state of this state is the agent for service of process in an action or proceeding against a surviving foreign partnership or limited partnership to enforce an obligation of a domestic partnership or limited partnership that is a party to a merger. The surviving entity shall promptly notify the secretary of state of the mailing address of its chief executive office and of any change of address. Upon receipt of process, the secretary of state shall mail a copy of the process to the surviving foreign partnership or limited partnership. (c) A partner of the surviving partnership or limited partnership is liable for: (1) All obligations of a party to the merger for which the partner was personally liable before the merger; (2) All other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the entity; and (3) All obligations of the surviving entity incurred after the merger takes effect, but those obligations may be satisfied only out of property of the entity if the partner is a limited partner. (d) If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership or limited partnership, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the surviving entity, in the manner provided in § 61-1-807 or in any limited partnership act of the jurisdiction in which the party was formed, as the case may be, as if the merged party were dissolved. (e) A partner of a party to a merger who does not become a partner of the surviving partnership or limited partnership is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The surviving entity shall cause the partner's interest in the entity to be purchased under § 61-1-701 or another statute specifically applicable to that partner's interest with respect to a merger. The surviving entity is bound under § 61-1-702 by an act of a general partner dissociated under this subsection (e), and the partner is liable under § 61-1-703 for transactions entered into by the surviving entity after the merger takes effect. Acts 2001, ch. 353.
(a) When a merger takes effect: (1) The separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ceases; (2) All property owned by each of the merged partnerships or limited partnerships vests in the surviving entity; (3) All obligations of every partnership or limited partnership that is a party to the merger become the obligations of the surviving entity; and (4) An action or proceeding pending against a partnership or limited partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party to the action or proceeding.
(1) The separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ceases;
(2) All property owned by each of the merged partnerships or limited partnerships vests in the surviving entity;
(3) All obligations of every partnership or limited partnership that is a party to the merger become the obligations of the surviving entity; and
(4) An action or proceeding pending against a partnership or limited partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party to the action or proceeding.
(b) The secretary of state of this state is the agent for service of process in an action or proceeding against a surviving foreign partnership or limited partnership to enforce an obligation of a domestic partnership or limited partnership that is a party to a merger. The surviving entity shall promptly notify the secretary of state of the mailing address of its chief executive office and of any change of address. Upon receipt of process, the secretary of state shall mail a copy of the process to the surviving foreign partnership or limited partnership.
(c) A partner of the surviving partnership or limited partnership is liable for: (1) All obligations of a party to the merger for which the partner was personally liable before the merger; (2) All other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the entity; and (3) All obligations of the surviving entity incurred after the merger takes effect, but those obligations may be satisfied only out of property of the entity if the partner is a limited partner.
(1) All obligations of a party to the merger for which the partner was personally liable before the merger;
(2) All other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the entity; and
(3) All obligations of the surviving entity incurred after the merger takes effect, but those obligations may be satisfied only out of property of the entity if the partner is a limited partner.
(d) If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership or limited partnership, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the surviving entity, in the manner provided in § 61-1-807 or in any limited partnership act of the jurisdiction in which the party was formed, as the case may be, as if the merged party were dissolved.
(e) A partner of a party to a merger who does not become a partner of the surviving partnership or limited partnership is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The surviving entity shall cause the partner's interest in the entity to be purchased under § 61-1-701 or another statute specifically applicable to that partner's interest with respect to a merger. The surviving entity is bound under § 61-1-702 by an act of a general partner dissociated under this subsection (e), and the partner is liable under § 61-1-703 for transactions entered into by the surviving entity after the merger takes effect.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-1207 — TN Code / Title 61 / Chapter 3 / Section 61-3-1207
Applicability - Savings clause
Status: in_force

(a) (1) This chapter applies to: (A) Every domestic limited partnership formed on or after January 1, 2018; (B) Any domestic limited partnership that was formed prior to January 1, 2018, and that has elected to be governed by this chapter pursuant to subsection (b); and (C) The outstanding and future interests in the respective domestic limited partnerships described in subdivisions (a)(1)(A) and (B). (2) If there are other specific statutory provisions that govern the formation of, impose restrictions or requirements on, confer special powers, privileges or authorities on or fix special procedures or methods for special categories of limited partnerships, then, to the extent those provisions are inconsistent with or different from this chapter, those provisions prevail. (b) (1) On or after January 1, 2018, a domestic limited partnership formed prior to January 1, 2018, under the Tennessee Uniform Limited Partnership Act of 1988, compiled in chapter 2 of this title, may voluntarily elect to be governed by this chapter by amending its certificate of limited partnership to include the statement "This limited partnership elects to be governed by the Tennessee Uniform Limited Partnership Act of 2017," or a statement of like import. The election and amendment to the certificate of limited partnership is not effective unless it has been approved in a record by: (A) All general partners; and (B) The limited partners or, if there is more than one (1) class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate. (2) Any partnership presently governed by the Tennessee Uniform Limited Partnership Act of 1988 that does not voluntarily elect to be governed by this chapter pursuant to subdivision (b)(1), continues to be governed by the Tennessee Uniform Limited Partnership Act of 1988. (c) (1) Any limited partnership formed prior to January 1, 1988, that is presently governed by the limited partnership law in effect prior to January 1, 1988, may voluntarily elect to be governed by this chapter by filing a certificate of limited partnership pursuant to § 61-3-201 . The certificate must include the statement "This limited partnership elects to be governed by the Tennessee Uniform Limited Partnership Act of 2017," or a statement of like import. This election and the filing of the certificate of limited partnership is not effective unless it has been approved in a record by: (A) All general partners; and (B) The limited partners or, if there is more than one (1) class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate. (2) Any limited partnership that does not voluntarily elect to be governed by this chapter pursuant to subdivision (c)(1), shall continue to be governed by the law under which the limited partnership is presently governed, except that the limited partnership shall not have its term extended other than under this chapter. (d) (1) This chapter applies to: (A) Every foreign limited partnership that first registers to do business in this state on or after January 1, 2018; (B) Every foreign limited partnership that registers a name in this state on or after January 1, 2018; and (C) Every foreign limited partnership that has registered a name in this state prior to January 1, 2018, pursuant to the Tennessee Uniform Limited Partnership Act of 1988. (2) With respect to each foreign limited partnership that first registered to do business in this state prior to January 1, 2018, the Tennessee Uniform Limited Partnership Act of 1988 applies to the foreign limited partnership until the due date of the first annual report required to be filed by the foreign limited partnership on or after January 1, 2018, after which due date this chapter applies to the foreign limited partnership, except that the foreign limited partnership is not required to again register to do business in this state. (e) This chapter does not affect an action or proceeding commenced, or right accrued, under the Tennessee Uniform Limited Partnership Act of 1988. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
(a) (1) This chapter applies to: (A) Every domestic limited partnership formed on or after January 1, 2018; (B) Any domestic limited partnership that was formed prior to January 1, 2018, and that has elected to be governed by this chapter pursuant to subsection (b); and (C) The outstanding and future interests in the respective domestic limited partnerships described in subdivisions (a)(1)(A) and (B). (2) If there are other specific statutory provisions that govern the formation of, impose restrictions or requirements on, confer special powers, privileges or authorities on or fix special procedures or methods for special categories of limited partnerships, then, to the extent those provisions are inconsistent with or different from this chapter, those provisions prevail.
(1) This chapter applies to: (A) Every domestic limited partnership formed on or after January 1, 2018; (B) Any domestic limited partnership that was formed prior to January 1, 2018, and that has elected to be governed by this chapter pursuant to subsection (b); and (C) The outstanding and future interests in the respective domestic limited partnerships described in subdivisions (a)(1)(A) and (B).
(A) Every domestic limited partnership formed on or after January 1, 2018;
(B) Any domestic limited partnership that was formed prior to January 1, 2018, and that has elected to be governed by this chapter pursuant to subsection (b); and
(C) The outstanding and future interests in the respective domestic limited partnerships described in subdivisions (a)(1)(A) and (B).
(2) If there are other specific statutory provisions that govern the formation of, impose restrictions or requirements on, confer special powers, privileges or authorities on or fix special procedures or methods for special categories of limited partnerships, then, to the extent those provisions are inconsistent with or different from this chapter, those provisions prevail.
(b) (1) On or after January 1, 2018, a domestic limited partnership formed prior to January 1, 2018, under the Tennessee Uniform Limited Partnership Act of 1988, compiled in chapter 2 of this title, may voluntarily elect to be governed by this chapter by amending its certificate of limited partnership to include the statement "This limited partnership elects to be governed by the Tennessee Uniform Limited Partnership Act of 2017," or a statement of like import. The election and amendment to the certificate of limited partnership is not effective unless it has been approved in a record by: (A) All general partners; and (B) The limited partners or, if there is more than one (1) class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate. (2) Any partnership presently governed by the Tennessee Uniform Limited Partnership Act of 1988 that does not voluntarily elect to be governed by this chapter pursuant to subdivision (b)(1), continues to be governed by the Tennessee Uniform Limited Partnership Act of 1988.
(1) On or after January 1, 2018, a domestic limited partnership formed prior to January 1, 2018, under the Tennessee Uniform Limited Partnership Act of 1988, compiled in chapter 2 of this title, may voluntarily elect to be governed by this chapter by amending its certificate of limited partnership to include the statement "This limited partnership elects to be governed by the Tennessee Uniform Limited Partnership Act of 2017," or a statement of like import. The election and amendment to the certificate of limited partnership is not effective unless it has been approved in a record by: (A) All general partners; and (B) The limited partners or, if there is more than one (1) class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate.
(A) All general partners; and
(B) The limited partners or, if there is more than one (1) class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate.
(2) Any partnership presently governed by the Tennessee Uniform Limited Partnership Act of 1988 that does not voluntarily elect to be governed by this chapter pursuant to subdivision (b)(1), continues to be governed by the Tennessee Uniform Limited Partnership Act of 1988.
(c) (1) Any limited partnership formed prior to January 1, 1988, that is presently governed by the limited partnership law in effect prior to January 1, 1988, may voluntarily elect to be governed by this chapter by filing a certificate of limited partnership pursuant to § 61-3-201 . The certificate must include the statement "This limited partnership elects to be governed by the Tennessee Uniform Limited Partnership Act of 2017," or a statement of like import. This election and the filing of the certificate of limited partnership is not effective unless it has been approved in a record by: (A) All general partners; and (B) The limited partners or, if there is more than one (1) class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate. (2) Any limited partnership that does not voluntarily elect to be governed by this chapter pursuant to subdivision (c)(1), shall continue to be governed by the law under which the limited partnership is presently governed, except that the limited partnership shall not have its term extended other than under this chapter.
(1) Any limited partnership formed prior to January 1, 1988, that is presently governed by the limited partnership law in effect prior to January 1, 1988, may voluntarily elect to be governed by this chapter by filing a certificate of limited partnership pursuant to § 61-3-201 . The certificate must include the statement "This limited partnership elects to be governed by the Tennessee Uniform Limited Partnership Act of 2017," or a statement of like import. This election and the filing of the certificate of limited partnership is not effective unless it has been approved in a record by: (A) All general partners; and (B) The limited partners or, if there is more than one (1) class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate.
(A) All general partners; and
(B) The limited partners or, if there is more than one (1) class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate.
(2) Any limited partnership that does not voluntarily elect to be governed by this chapter pursuant to subdivision (c)(1), shall continue to be governed by the law under which the limited partnership is presently governed, except that the limited partnership shall not have its term extended other than under this chapter.
(d) (1) This chapter applies to: (A) Every foreign limited partnership that first registers to do business in this state on or after January 1, 2018; (B) Every foreign limited partnership that registers a name in this state on or after January 1, 2018; and (C) Every foreign limited partnership that has registered a name in this state prior to January 1, 2018, pursuant to the Tennessee Uniform Limited Partnership Act of 1988. (2) With respect to each foreign limited partnership that first registered to do business in this state prior to January 1, 2018, the Tennessee Uniform Limited Partnership Act of 1988 applies to the foreign limited partnership until the due date of the first annual report required to be filed by the foreign limited partnership on or after January 1, 2018, after which due date this chapter applies to the foreign limited partnership, except that the foreign limited partnership is not required to again register to do business in this state.
(1) This chapter applies to: (A) Every foreign limited partnership that first registers to do business in this state on or after January 1, 2018; (B) Every foreign limited partnership that registers a name in this state on or after January 1, 2018; and (C) Every foreign limited partnership that has registered a name in this state prior to January 1, 2018, pursuant to the Tennessee Uniform Limited Partnership Act of 1988.
(A) Every foreign limited partnership that first registers to do business in this state on or after January 1, 2018;
(B) Every foreign limited partnership that registers a name in this state on or after January 1, 2018; and
(C) Every foreign limited partnership that has registered a name in this state prior to January 1, 2018, pursuant to the Tennessee Uniform Limited Partnership Act of 1988.
(2) With respect to each foreign limited partnership that first registered to do business in this state prior to January 1, 2018, the Tennessee Uniform Limited Partnership Act of 1988 applies to the foreign limited partnership until the due date of the first annual report required to be filed by the foreign limited partnership on or after January 1, 2018, after which due date this chapter applies to the foreign limited partnership, except that the foreign limited partnership is not required to again register to do business in this state.
(e) This chapter does not affect an action or proceeding commenced, or right accrued, under the Tennessee Uniform Limited Partnership Act of 1988.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-803 — TN Code / Title 61 / Chapter 2 / Section 61-2-803
Winding up
Status: in_force

(a) Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners or a person approved by the limited partners or, if there is more than one (1) class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate, may wind up the limited partnership's affairs, but the court of record, upon cause shown, may wind up the limited partnership's affairs upon application of any partner, his legal representative or assignee, and in connection therewith, may appoint a liquidating trustee. (b) Upon dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in § 61-2-203 , the persons winding up the limited partnership's affairs may, in the name of and for and on behalf of the limited partnership, prosecute and defend suits, whether civil, criminal or administrative, settle in a reasonable manner and close the limited partnership's business, dispose of and convey the limited partnership's property, discharge or make reasonable provision for the limited partnership's liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners and without imposing the liability of a general partner or a liquidating trustee. Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 65, 66.
(a) Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners or a person approved by the limited partners or, if there is more than one (1) class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate, may wind up the limited partnership's affairs, but the court of record, upon cause shown, may wind up the limited partnership's affairs upon application of any partner, his legal representative or assignee, and in connection therewith, may appoint a liquidating trustee.
(b) Upon dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in § 61-2-203 , the persons winding up the limited partnership's affairs may, in the name of and for and on behalf of the limited partnership, prosecute and defend suits, whether civil, criminal or administrative, settle in a reasonable manner and close the limited partnership's business, dispose of and convey the limited partnership's property, discharge or make reasonable provision for the limited partnership's liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners and without imposing the liability of a general partner or a liquidating trustee.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 65, 66.
Tenn. Code Ann. § 61-3-205 — TN Code / Title 61 / Chapter 3 / Section 61-3-205
Liability for materially false information in filed record
Status: in_force

(a) If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains materially false information, a person that suffers loss by reliance on the information may recover damages for the loss from a general partner if: (1) (A) The record was delivered for filing on behalf of the partnership; and (B) The general partner knew or had notice of the materially false statement for a reasonably sufficient time before the information was relied upon so that, before the reliance, the general partner reasonably could have: (i) Effected an amendment under § 61-3-202 ; (ii) Filed a petition under § 61-3-204 ; or (iii) Delivered to the secretary of state for filing a statement of change under § 61-3-116 or a statement of correction under § 61-3-208 ; or (2) After filing, that general partner knew that any arrangement or other fact described in the certificate is materially false in any respect or has changed making the statement materially false, if that general partner had reasonably sufficient time before the information was relied upon to have: (A) Effected an amendment under § 61-3-202 ; (B) Filed a petition under § 61-3-204 ; or (C) Delivered to the secretary of state for filing a statement of change under § 61-3-116 or a statement of correction under § 61-3-208 . (b) No general partner has any liability for failing to cause the amendment, correction, or cancellation of a certificate to be filed or failing to file a petition for its amendment, correction, or cancellation pursuant to subsection (a) if the certificate of amendment, certificate of cancellation, or petition is filed within ninety (90) days of when the general partner knew or should have known that the statement in the certificate was false in any material respect. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains materially false information, a person that suffers loss by reliance on the information may recover damages for the loss from a general partner if: (1) (A) The record was delivered for filing on behalf of the partnership; and (B) The general partner knew or had notice of the materially false statement for a reasonably sufficient time before the information was relied upon so that, before the reliance, the general partner reasonably could have: (i) Effected an amendment under § 61-3-202 ; (ii) Filed a petition under § 61-3-204 ; or (iii) Delivered to the secretary of state for filing a statement of change under § 61-3-116 or a statement of correction under § 61-3-208 ; or (2) After filing, that general partner knew that any arrangement or other fact described in the certificate is materially false in any respect or has changed making the statement materially false, if that general partner had reasonably sufficient time before the information was relied upon to have: (A) Effected an amendment under § 61-3-202 ; (B) Filed a petition under § 61-3-204 ; or (C) Delivered to the secretary of state for filing a statement of change under § 61-3-116 or a statement of correction under § 61-3-208 .
(1) (A) The record was delivered for filing on behalf of the partnership; and (B) The general partner knew or had notice of the materially false statement for a reasonably sufficient time before the information was relied upon so that, before the reliance, the general partner reasonably could have: (i) Effected an amendment under § 61-3-202 ; (ii) Filed a petition under § 61-3-204 ; or (iii) Delivered to the secretary of state for filing a statement of change under § 61-3-116 or a statement of correction under § 61-3-208 ; or
(A) The record was delivered for filing on behalf of the partnership; and
(B) The general partner knew or had notice of the materially false statement for a reasonably sufficient time before the information was relied upon so that, before the reliance, the general partner reasonably could have: (i) Effected an amendment under § 61-3-202 ; (ii) Filed a petition under § 61-3-204 ; or (iii) Delivered to the secretary of state for filing a statement of change under § 61-3-116 or a statement of correction under § 61-3-208 ; or
(i) Effected an amendment under § 61-3-202 ;
(ii) Filed a petition under § 61-3-204 ; or
(iii) Delivered to the secretary of state for filing a statement of change under § 61-3-116 or a statement of correction under § 61-3-208 ; or
(2) After filing, that general partner knew that any arrangement or other fact described in the certificate is materially false in any respect or has changed making the statement materially false, if that general partner had reasonably sufficient time before the information was relied upon to have: (A) Effected an amendment under § 61-3-202 ; (B) Filed a petition under § 61-3-204 ; or (C) Delivered to the secretary of state for filing a statement of change under § 61-3-116 or a statement of correction under § 61-3-208 .
(A) Effected an amendment under § 61-3-202 ;
(B) Filed a petition under § 61-3-204 ; or
(C) Delivered to the secretary of state for filing a statement of change under § 61-3-116 or a statement of correction under § 61-3-208 .
(b) No general partner has any liability for failing to cause the amendment, correction, or cancellation of a certificate to be filed or failing to file a petition for its amendment, correction, or cancellation pursuant to subsection (a) if the certificate of amendment, certificate of cancellation, or petition is filed within ninety (90) days of when the general partner knew or should have known that the statement in the certificate was false in any material respect.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-807 — TN Code / Title 61 / Chapter 1 / Section 61-1-807
Settlement of accounts among partners
Status: in_force

(a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b). (b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account, but exclude from the calculation charges attributable to an obligation for which the partner is not personally liable under § 61-1-306 . (c) If a partner fails to contribute the full amount required under subsection (b), all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under § 61-1-306 . A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under § 61-1-306 . (d) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under § 61-1-306 . (e) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership. (f) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership. Acts 2001, ch. 353; 2002, ch. 563, §§ 5, 6.
(a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b).
(b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account, but exclude from the calculation charges attributable to an obligation for which the partner is not personally liable under § 61-1-306 .
(c) If a partner fails to contribute the full amount required under subsection (b), all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under § 61-1-306 . A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under § 61-1-306 .
(d) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under § 61-1-306 .
(e) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.
(f) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.
Acts 2001, ch. 353; 2002, ch. 563, §§ 5, 6.
Tenn. Code Ann. § 61-3-1113 — TN Code / Title 61 / Chapter 3 / Section 61-3-1113
Amendment or abandonment of plan of conversion
Status: in_force

(a) A plan of conversion of a domestic converting limited partnership may be amended: (1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it 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 conversion 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 any of the partners of the converting partnership under the plan; (B) The public organic record, if any, or private organic rules of the converted entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted 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. (b) After a plan of conversion has been approved by a domestic converting limited partnership and before articles of conversion become effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting limited partnership may abandon the plan in the same manner as the plan was approved. (c) lf a plan of conversion is abandoned after articles of conversion have been delivered to the secretary of state for filing and before the articles become effective, a statement of abandonment, signed by the converting entity, shall be delivered to the secretary of state for filing before the articles of conversion become effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain: (1) The name of the converting limited partnership; (2) The date on which the articles of conversion were filed by the secretary of state; and (3) A statement that the conversion has been abandoned in accordance with this section. Amended by 2018 Tenn. Acts, ch. 575,Secs.s29, s30 eff. 3/16/2018. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A plan of conversion of a domestic converting limited partnership may be amended: (1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it 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 conversion 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 any of the partners of the converting partnership under the plan; (B) The public organic record, if any, or private organic rules of the converted entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted 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 it 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 conversion 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 any of the partners of the converting partnership under the plan; (B) The public organic record, if any, or private organic rules of the converted entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted 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 any of the partners of the converting partnership under the plan;
(B) The public organic record, if any, or private organic rules of the converted entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted 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.
(b) After a plan of conversion has been approved by a domestic converting limited partnership and before articles of conversion become effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting limited partnership may abandon the plan in the same manner as the plan was approved.
(c) lf a plan of conversion is abandoned after articles of conversion have been delivered to the secretary of state for filing and before the articles become effective, a statement of abandonment, signed by the converting entity, shall be delivered to the secretary of state for filing before the articles of conversion become effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain: (1) The name of the converting limited partnership; (2) The date on which the articles of conversion were filed by the secretary of state; and (3) A statement that the conversion has been abandoned in accordance with this section.
(1) The name of the converting limited partnership;
(2) The date on which the articles of conversion were filed by the secretary of state; and
(3) A statement that the conversion has been abandoned in accordance with this section.
Amended by 2018 Tenn. Acts, ch. 575,Secs.s29, s30 eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-106 — TN Code / Title 61 / Chapter 3 / Section 61-3-106
Partnership agreement - Effect on third parties and relationship to records effective on behalf of limited partnership
Status: in_force

(a) A partnership agreement may specify that its amendment requires the approval of a person who is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. (b) The obligations of a limited partnership and its partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under § 61-3-703(b)(2) to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner: (1) Is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner; and (2) Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner. (c) If a record delivered by a limited partnership to the secretary of state for filing becomes effective and contains a provision that would be ineffective under § 61-3-104(c) if contained in the partnership agreement, the provision is ineffective in the record. (d) Subject to subsection (c), if a record delivered by a limited partnership to the secretary of state for filing becomes effective and conflicts with the partnership agreement: (1) The agreement prevails as to partners, persons dissociated as partners, and transferees; and (2) The record prevails as to other persons to the extent they reasonably rely on the record. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
(a) A partnership agreement may specify that its amendment requires the approval of a person who is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(b) The obligations of a limited partnership and its partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under § 61-3-703(b)(2) to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner: (1) Is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner; and (2) Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner.
(1) Is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner; and
(2) Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner.
(c) If a record delivered by a limited partnership to the secretary of state for filing becomes effective and contains a provision that would be ineffective under § 61-3-104(c) if contained in the partnership agreement, the provision is ineffective in the record.
(d) Subject to subsection (c), if a record delivered by a limited partnership to the secretary of state for filing becomes effective and conflicts with the partnership agreement: (1) The agreement prevails as to partners, persons dissociated as partners, and transferees; and (2) The record prevails as to other persons to the extent they reasonably rely on the record.
(1) The agreement prevails as to partners, persons dissociated as partners, and transferees; and
(2) The record prevails as to other persons to the extent they reasonably rely on the record.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-1002 — TN Code / Title 61 / Chapter 1 / Section 61-1-1002
Registered office - Registered agent
Status: in_force

(a) Each registered limited liability partnership, including foreign registered limited liability partnerships, must continuously maintain in this state: (1) A registered office that may be the same as any of its places of business in this state; and (2) A registered agent who maintains an office at the same street address as the registered office, and who may be: (A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or (B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state. (b) If a registered agent resigns or is unable to perform such agent's duties, the registered limited liability partnership shall promptly designate another registered agent to the end that it shall at all times have a registered agent in this state. (c) A registered limited liability partnership may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth: (1) The name of the registered limited liability partnership; (2) If the current registered office is to be changed, the street address of the new registered office and the zip code for such office and the county in which the office is located; (3) If its current registered agent is to be changed, the name or title of its new registered agent; and (4) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical. (d) If a registered agent changes the street address of such registered agent's business office, such registered agent may change the street address of the registered office of any registered limited liability partnership for which such registered agent is the registered agent by notifying the registered limited liability partnership in writing of the change and signing (either manually or in facsimile) and delivering to the secretary of state for filing a statement that complies with the requirements of subsection (a), and recites that the registered limited liability partnership has been notified of the change. (e) A registered agent of a registered limited liability partnership may resign such agent's agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by such agent's certification that such agent has mailed a copy thereof to the principal office of the registered limited liability partnership by certified mail. The statement may include a statement that the registered office is also discontinued. (f) The agency appointment is terminated, and the registered office discontinued if so provided, on the date on which the statement is filed by the secretary of state. Amended by 2023 Tenn. Acts, ch. 102,s 7, eff. 7/1/2023. Acts 1995, ch. 400, § 9; 2001, ch. 353; T.C.A. § 61-1-144.
(a) Each registered limited liability partnership, including foreign registered limited liability partnerships, must continuously maintain in this state: (1) A registered office that may be the same as any of its places of business in this state; and (2) A registered agent who maintains an office at the same street address as the registered office, and who may be: (A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or (B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(1) A registered office that may be the same as any of its places of business in this state; and
(2) A registered agent who maintains an office at the same street address as the registered office, and who may be: (A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or (B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or
(B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(b) If a registered agent resigns or is unable to perform such agent's duties, the registered limited liability partnership shall promptly designate another registered agent to the end that it shall at all times have a registered agent in this state.
(c) A registered limited liability partnership may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth: (1) The name of the registered limited liability partnership; (2) If the current registered office is to be changed, the street address of the new registered office and the zip code for such office and the county in which the office is located; (3) If its current registered agent is to be changed, the name or title of its new registered agent; and (4) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
(1) The name of the registered limited liability partnership;
(2) If the current registered office is to be changed, the street address of the new registered office and the zip code for such office and the county in which the office is located;
(3) If its current registered agent is to be changed, the name or title of its new registered agent; and
(4) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
(d) If a registered agent changes the street address of such registered agent's business office, such registered agent may change the street address of the registered office of any registered limited liability partnership for which such registered agent is the registered agent by notifying the registered limited liability partnership in writing of the change and signing (either manually or in facsimile) and delivering to the secretary of state for filing a statement that complies with the requirements of subsection (a), and recites that the registered limited liability partnership has been notified of the change.
(e) A registered agent of a registered limited liability partnership may resign such agent's agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by such agent's certification that such agent has mailed a copy thereof to the principal office of the registered limited liability partnership by certified mail. The statement may include a statement that the registered office is also discontinued.
(f) The agency appointment is terminated, and the registered office discontinued if so provided, on the date on which the statement is filed by the secretary of state.
Amended by 2023 Tenn. Acts, ch. 102,s 7, eff. 7/1/2023.
Acts 1995, ch. 400, § 9; 2001, ch. 353; T.C.A. § 61-1-144.
Tenn. Code Ann. § 61-2-802 — TN Code / Title 61 / Chapter 2 / Section 61-2-802
Judicial dissolution
Status: in_force

On application by or for a partner, the court of record may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement. Acts 1988, ch. 922, § 1.
On application by or for a partner, the court of record may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-3-1006 — TN Code / Title 61 / Chapter 3 / Section 61-3-1006
Noncomplying name of foreign limited partnership
Status: in_force

(a) A foreign limited partnership whose name does not comply with § 61-3-112 shall not register to do business in this state until the foreign limited partnership adopts, for the purpose of doing business in this state, an alternate name that complies with § 61-3-112 . After registering to do business in this state with an alternate name, a foreign limited partnership shall do business in this state under: (1) The alternate name; or (2) The foreign limited partnership's name, with the addition of the foreign limited partnership's jurisdiction of formation. (b) If a registered foreign limited partnership changes its name to one that does not comply with § 61-3-112 , the foreign limited partnership must not do business in this state until it complies with subsection (a) by amending its registration to adopt an alternate name that complies with § 61-3-112 . Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A foreign limited partnership whose name does not comply with § 61-3-112 shall not register to do business in this state until the foreign limited partnership adopts, for the purpose of doing business in this state, an alternate name that complies with § 61-3-112 . After registering to do business in this state with an alternate name, a foreign limited partnership shall do business in this state under: (1) The alternate name; or (2) The foreign limited partnership's name, with the addition of the foreign limited partnership's jurisdiction of formation.
(1) The alternate name; or
(2) The foreign limited partnership's name, with the addition of the foreign limited partnership's jurisdiction of formation.
(b) If a registered foreign limited partnership changes its name to one that does not comply with § 61-3-112 , the foreign limited partnership must not do business in this state until it complies with subsection (a) by amending its registration to adopt an alternate name that complies with § 61-3-112 .
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-805 — TN Code / Title 61 / Chapter 3 / Section 61-3-805
Liability after dissolution of general partner and person dissociated as general partner
Status: in_force

(a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under § 61-3-804(a) by an act that is not appropriate for winding up the limited partnership's activities and affairs, the general partner is liable: (1) To the limited partnership for any damage caused to the limited partnership arising from the obligation; and (2) If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability. (b) If a person dissociated as a general partner causes a limited partnership to incur an obligation under § 61-3-804(b) , the person is liable: (1) To the limited partnership for any damage caused to the limited partnership arising from the obligation; and (2) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the obligation. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under § 61-3-804(a) by an act that is not appropriate for winding up the limited partnership's activities and affairs, the general partner is liable: (1) To the limited partnership for any damage caused to the limited partnership arising from the obligation; and (2) If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.
(1) To the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(2) If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.
(b) If a person dissociated as a general partner causes a limited partnership to incur an obligation under § 61-3-804(b) , the person is liable: (1) To the limited partnership for any damage caused to the limited partnership arising from the obligation; and (2) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the obligation.
(1) To the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(2) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the obligation.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-305 — TN Code / Title 61 / Chapter 1 / Section 61-1-305
Partnership liable for partner's actionable conduct
Status: in_force

(a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership. (b) If, in the ordinary course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss. Acts 2001, ch. 353.
(a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.
(b) If, in the ordinary course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-815 — TN Code / Title 61 / Chapter 3 / Section 61-3-815
Statement of termination
Status: in_force

(a) When a limited partnership has been dissolved and wishes to terminate its existence, it may do so by delivering a statement of termination to the secretary of state for filing and include the information described in § 61-3-802(b)(1)(B) and the secretary of state control number. (b) The secretary of state shall file the statement of termination if the secretary of state finds that the statement of termination complies with subsection (a) and the limited partnership is in good standing with the department of revenue. Added by 2018 Tenn. Acts, ch. 575,s 12, eff. 3/16/2018.
(a) When a limited partnership has been dissolved and wishes to terminate its existence, it may do so by delivering a statement of termination to the secretary of state for filing and include the information described in § 61-3-802(b)(1)(B) and the secretary of state control number.
(b) The secretary of state shall file the statement of termination if the secretary of state finds that the statement of termination complies with subsection (a) and the limited partnership is in good standing with the department of revenue.
Added by 2018 Tenn. Acts, ch. 575,s 12, eff. 3/16/2018.
Tenn. Code Ann. § 61-2-601 — TN Code / Title 61 / Chapter 2 / Section 61-2-601
Interim distributions
Status: in_force

Except as provided in this part, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement. Acts 1988, ch. 922, § 1.
Except as provided in this part, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-2-1207 — TN Code / Title 61 / Chapter 2 / Section 61-2-1207
Fees
Status: in_force

(a) The secretary of state shall collect the following fees when the documents described in this subsection (a) are delivered to the secretary of state for filing: Document Fee (1) Application for use of indistinguishable name.................... $20.00 (2) Application for reservation of limited partnership name.................... 20.00 (3) Notice of transfer of reserved name.................... 20.00 (4) Notice of cancellation of reserved name.................... 20.00 (5) Statement of change of registered agent/office (by domestic/foreign limited partnership)........................................ 20.00 (6) Statement of change of registered office of limited partnership (by agent).................... 5.00 per limited partner- ship, but not less than 20.00 (7) Statement of resignation of registered agent for limited partnership.................... 20.00 (8) Certificate of limited partnership (including designation of initial registered office and agent).................... 100.00 (9) Amendment to the certificate of limited partnership.................... 20.00 (10) Certificate of cancellation of limited partnership.................... 20.00 (11) Restated certificate of limited partnership.................... 20.00 (12) Amended and restated certificate of limited partnership.................... 20.00 (13) Certificate of merger of limited partnership.................... 100.00 (14) Application for registration of foreign limited partnership (including designation of initial registered office and agent).................... 600.00 (15) Application for amended registration of foreign limited partnership.................... 20.00 (16) Certificate of cancellation of registration of foreign limited partnership.................... 20.00 (17) Certificate of correction.................... 20.00 (18) Execution, amendment or cancellation of limited partnership by judicial order.................... No Fee (19) Application for certificate of existence or registration of limited partnership.................... 20.00 (20) Any other document required or permitted to be filed by chapter 2 of this title.................... 20.00 (b) The secretary of state shall collect a fee of twenty dollars ($20.00) each time process is served on the secretary of state under chapter 2 of this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if such party prevails in the proceeding. (c) The secretary of state shall collect a fee of twenty dollars ($20.00) for copying all filed documents relating to a domestic or foreign limited partnership. All such copies will be certified or validated by the secretary of state. Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 84, 87; 1998, ch. 890, § 4; 2000, ch. 568, § 5; 2010 , ch. 742, § 13.
(a) The secretary of state shall collect the following fees when the documents described in this subsection (a) are delivered to the secretary of state for filing: Document Fee (1) Application for use of indistinguishable name.................... $20.00 (2) Application for reservation of limited partnership name.................... 20.00 (3) Notice of transfer of reserved name.................... 20.00 (4) Notice of cancellation of reserved name.................... 20.00 (5) Statement of change of registered agent/office (by domestic/foreign limited partnership)........................................ 20.00 (6) Statement of change of registered office of limited partnership (by agent).................... 5.00 per limited partner- ship, but not less than 20.00 (7) Statement of resignation of registered agent for limited partnership.................... 20.00 (8) Certificate of limited partnership (including designation of initial registered office and agent).................... 100.00 (9) Amendment to the certificate of limited partnership.................... 20.00 (10) Certificate of cancellation of limited partnership.................... 20.00 (11) Restated certificate of limited partnership.................... 20.00 (12) Amended and restated certificate of limited partnership.................... 20.00 (13) Certificate of merger of limited partnership.................... 100.00 (14) Application for registration of foreign limited partnership (including designation of initial registered office and agent).................... 600.00 (15) Application for amended registration of foreign limited partnership.................... 20.00 (16) Certificate of cancellation of registration of foreign limited partnership.................... 20.00 (17) Certificate of correction.................... 20.00 (18) Execution, amendment or cancellation of limited partnership by judicial order.................... No Fee (19) Application for certificate of existence or registration of limited partnership.................... 20.00 (20) Any other document required or permitted to be filed by chapter 2 of this title.................... 20.00
Document Fee (1) Application for use of indistinguishable name.................... $20.00 (2) Application for reservation of limited partnership name.................... 20.00 (3) Notice of transfer of reserved name.................... 20.00 (4) Notice of cancellation of reserved name.................... 20.00 (5) Statement of change of registered agent/office (by domestic/foreign limited partnership)........................................ 20.00 (6) Statement of change of registered office of limited partnership (by agent).................... 5.00 per limited partner- ship, but not less than 20.00 (7) Statement of resignation of registered agent for limited partnership.................... 20.00 (8) Certificate of limited partnership (including designation of initial registered office and agent).................... 100.00 (9) Amendment to the certificate of limited partnership.................... 20.00 (10) Certificate of cancellation of limited partnership.................... 20.00 (11) Restated certificate of limited partnership.................... 20.00 (12) Amended and restated certificate of limited partnership.................... 20.00 (13) Certificate of merger of limited partnership.................... 100.00 (14) Application for registration of foreign limited partnership (including designation of initial registered office and agent).................... 600.00 (15) Application for amended registration of foreign limited partnership.................... 20.00 (16) Certificate of cancellation of registration of foreign limited partnership.................... 20.00 (17) Certificate of correction.................... 20.00 (18) Execution, amendment or cancellation of limited partnership by judicial order.................... No Fee (19) Application for certificate of existence or registration of limited partnership.................... 20.00 (20) Any other document required or permitted to be filed by chapter 2 of this title.................... 20.00
Document
Fee
(1) Application for use of indistinguishable name....................
$20.00
(2) Application for reservation of limited partnership name....................
20.00
(3) Notice of transfer of reserved name....................
20.00
(4) Notice of cancellation of reserved name....................
20.00
(5) Statement of change of registered agent/office (by domestic/foreign limited partnership)........................................
20.00
(6) Statement of change of registered office of limited partnership (by agent)....................
5.00 per limited partner- ship, but not less than 20.00
(7) Statement of resignation of registered agent for limited partnership....................
20.00
(8) Certificate of limited partnership (including designation of initial registered office and agent)....................
100.00
(9) Amendment to the certificate of limited partnership....................
20.00
(10) Certificate of cancellation of limited partnership....................
20.00
(11) Restated certificate of limited partnership....................
20.00
(12) Amended and restated certificate of limited partnership....................
20.00
(13) Certificate of merger of limited partnership....................
100.00
(14) Application for registration of foreign limited partnership (including designation of initial registered office and agent)....................
600.00
(15) Application for amended registration of foreign limited partnership....................
20.00
(16) Certificate of cancellation of registration of foreign limited partnership....................
20.00
(17) Certificate of correction....................
20.00
(18) Execution, amendment or cancellation of limited partnership by judicial order....................
No Fee
(19) Application for certificate of existence or registration of limited partnership....................
20.00
(20) Any other document required or permitted to be filed by chapter 2 of this title....................
20.00
(b) The secretary of state shall collect a fee of twenty dollars ($20.00) each time process is served on the secretary of state under chapter 2 of this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if such party prevails in the proceeding.
(c) The secretary of state shall collect a fee of twenty dollars ($20.00) for copying all filed documents relating to a domestic or foreign limited partnership. All such copies will be certified or validated by the secretary of state.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 84, 87; 1998, ch. 890, § 4; 2000, ch. 568, § 5; 2010 , ch. 742, § 13.
Tenn. Code Ann. § 61-1-104 — TN Code / Title 61 / Chapter 1 / Section 61-1-104
Supplemental principles of law
Status: in_force

(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is the applicable federal rate as determined from time to time by the United States treasury pursuant to 26 U.S.C. § 1274(d) or any successor law. (c) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. Acts 2001, ch. 353.
(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
(b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is the applicable federal rate as determined from time to time by the United States treasury pursuant to 26 U.S.C. § 1274(d) or any successor law.
(c) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-113 — TN Code / Title 61 / Chapter 3 / Section 61-3-113
Reservation of name
Status: in_force

(a) A person may reserve the exclusive use of a name that complies with § 61-3-112 by delivering an application to the secretary of state for filing. The application must state the name and address of the applicant and the name to be reserved. If the secretary of state finds that the name is available, the secretary of state shall reserve the name for the applicant's exclusive use for one hundred twenty (120) days. (b) The owner of a reserved name may transfer the reservation to another person by delivering to the secretary of state a signed notice in a record of the transfer which states the name and address of the person to which the reservation is being transferred. (c) The reservation of a specific name may be cancelled by filing with the secretary of state a notice, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A person may reserve the exclusive use of a name that complies with § 61-3-112 by delivering an application to the secretary of state for filing. The application must state the name and address of the applicant and the name to be reserved. If the secretary of state finds that the name is available, the secretary of state shall reserve the name for the applicant's exclusive use for one hundred twenty (120) days.
(b) The owner of a reserved name may transfer the reservation to another person by delivering to the secretary of state a signed notice in a record of the transfer which states the name and address of the person to which the reservation is being transferred.
(c) The reservation of a specific name may be cancelled by filing with the secretary of state a notice, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-1003 — TN Code / Title 61 / Chapter 3 / Section 61-3-1003
Registration
Status: in_force

(a) To register to do business in this state, a foreign limited partnership must submit to the secretary of state: (1) An original copy executed by a general partner of an application for registration as a foreign limited partnership, setting forth: (A) The name of the foreign limited partnership and, if different, the name under which the foreign limited partnership proposes to register and do business in this state; (B) The jurisdiction where organized, the date of the foreign limited partnership's organization and a statement from a general partner that, as of the date of filing, the foreign limited partnership validly exists as a limited partnership under the laws of the jurisdiction of the foreign limited partnership's organization; (C) The street address and zip code of the foreign limited partnership's registered office in this state, and a mailing address such as a post office box if the United States postal service does not deliver to the principal office; the county in which that office is located; and the name of the foreign limited partnership's registered agent at that office; (D) The street address, including the zip code, of the foreign limited partnership's 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; (E) The name and business, residence, or mailing address and zip code of each of the general partners; (F) The date on which the foreign limited partnership first did, or intends to do, business in this state; and (G) Any additional information required by the secretary of state; (2) With the completed application, a certificate of existence, or a document of similar import, duly authenticated by the secretary of state or other official having custody of limited partnership records in the jurisdiction under whose law it is formed. The certificate must not bear a date of more than two (2) months prior to the date the application is filed in this state; and (3) A fee as set forth in § 61-3-1205 . (b) If the secretary of state determines upon registration that a foreign limited partnership has been doing business in this state for a period of one (1) year or more prior to applying for registration, then the secretary of state must not file the registration until the foreign limited partnership submits a letter of good standing from the department of revenue. Amended by 2020 Tenn. Acts, ch. 719, s 33, eff. 6/22/2020. Amended by 2018 Tenn. Acts, ch. 575, s 13, eff. 3/16/2018. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
(a) To register to do business in this state, a foreign limited partnership must submit to the secretary of state: (1) An original copy executed by a general partner of an application for registration as a foreign limited partnership, setting forth: (A) The name of the foreign limited partnership and, if different, the name under which the foreign limited partnership proposes to register and do business in this state; (B) The jurisdiction where organized, the date of the foreign limited partnership's organization and a statement from a general partner that, as of the date of filing, the foreign limited partnership validly exists as a limited partnership under the laws of the jurisdiction of the foreign limited partnership's organization; (C) The street address and zip code of the foreign limited partnership's registered office in this state, and a mailing address such as a post office box if the United States postal service does not deliver to the principal office; the county in which that office is located; and the name of the foreign limited partnership's registered agent at that office; (D) The street address, including the zip code, of the foreign limited partnership's 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; (E) The name and business, residence, or mailing address and zip code of each of the general partners; (F) The date on which the foreign limited partnership first did, or intends to do, business in this state; and (G) Any additional information required by the secretary of state; (2) With the completed application, a certificate of existence, or a document of similar import, duly authenticated by the secretary of state or other official having custody of limited partnership records in the jurisdiction under whose law it is formed. The certificate must not bear a date of more than two (2) months prior to the date the application is filed in this state; and (3) A fee as set forth in § 61-3-1205 .
(1) An original copy executed by a general partner of an application for registration as a foreign limited partnership, setting forth: (A) The name of the foreign limited partnership and, if different, the name under which the foreign limited partnership proposes to register and do business in this state; (B) The jurisdiction where organized, the date of the foreign limited partnership's organization and a statement from a general partner that, as of the date of filing, the foreign limited partnership validly exists as a limited partnership under the laws of the jurisdiction of the foreign limited partnership's organization; (C) The street address and zip code of the foreign limited partnership's registered office in this state, and a mailing address such as a post office box if the United States postal service does not deliver to the principal office; the county in which that office is located; and the name of the foreign limited partnership's registered agent at that office; (D) The street address, including the zip code, of the foreign limited partnership's 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; (E) The name and business, residence, or mailing address and zip code of each of the general partners; (F) The date on which the foreign limited partnership first did, or intends to do, business in this state; and (G) Any additional information required by the secretary of state;
(A) The name of the foreign limited partnership and, if different, the name under which the foreign limited partnership proposes to register and do business in this state;
(B) The jurisdiction where organized, the date of the foreign limited partnership's organization and a statement from a general partner that, as of the date of filing, the foreign limited partnership validly exists as a limited partnership under the laws of the jurisdiction of the foreign limited partnership's organization;
(C) The street address and zip code of the foreign limited partnership's registered office in this state, and a mailing address such as a post office box if the United States postal service does not deliver to the principal office; the county in which that office is located; and the name of the foreign limited partnership's registered agent at that office;
(D) The street address, including the zip code, of the foreign limited partnership's 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;
(E) The name and business, residence, or mailing address and zip code of each of the general partners;
(F) The date on which the foreign limited partnership first did, or intends to do, business in this state; and
(G) Any additional information required by the secretary of state;
(2) With the completed application, a certificate of existence, or a document of similar import, duly authenticated by the secretary of state or other official having custody of limited partnership records in the jurisdiction under whose law it is formed. The certificate must not bear a date of more than two (2) months prior to the date the application is filed in this state; and
(3) A fee as set forth in § 61-3-1205 .
(b) If the secretary of state determines upon registration that a foreign limited partnership has been doing business in this state for a period of one (1) year or more prior to applying for registration, then the secretary of state must not file the registration until the foreign limited partnership submits a letter of good standing from the department of revenue.
Amended by 2020 Tenn. Acts, ch. 719, s 33, eff. 6/22/2020.
Amended by 2018 Tenn. Acts, ch. 575, s 13, eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-810 — TN Code / Title 61 / Chapter 3 / Section 61-3-810
Disposition of assets in winding up - When contributions required
Status: in_force

(a) In winding up its activities and affairs, a limited partnership shall apply the limited partnership's assets, including the contributions required by this section, to discharge the limited partnership's obligations to creditors, including partners that are creditors. (b) After a limited partnership complies with subsection (a), any surplus must be distributed in the following order, subject to any charging order in effect under § 61-3-703 : (1) To each person owning a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions; and (2) Among persons owning transferable interests in proportion to their respective rights to share in distributions immediately before the dissolution of the limited partnership. (c) If a limited partnership's assets are insufficient to satisfy all of its obligations under subsection (a), with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following applies: (1) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under § 61-3-607 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of a general partner in effect for each of those persons when the obligation was incurred; (2) If a person does not contribute the full amount required under subdivision (c)(1) with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by subdivision (c)(1) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of a general partner in effect for each of those other persons when the obligation was incurred; and (3) If a person does not make the additional contribution required by subdivision (c)(2), further additional contributions are determined and due in the same manner as provided in subdivision (c)(2). (d) A person that makes an additional contribution under subdivision (c)(2) or (3) may recover from any person whose failure to contribute under subdivision (c)(1) or (2) necessitated the additional contribution. A person shall not recover under this subsection (d) more than the amount additionally contributed. A person's liability under this subsection (d) must not exceed the amount the person failed to contribute. (e) If a limited partnership does not have sufficient surplus to comply with subdivision (b)(1), any surplus must be distributed among the owners of transferable interests in proportion to the value of the respective unreturned contributions. (f) All distributions made under subsections (b) and (c) must be paid in money. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
(a) In winding up its activities and affairs, a limited partnership shall apply the limited partnership's assets, including the contributions required by this section, to discharge the limited partnership's obligations to creditors, including partners that are creditors.
(b) After a limited partnership complies with subsection (a), any surplus must be distributed in the following order, subject to any charging order in effect under § 61-3-703 : (1) To each person owning a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions; and (2) Among persons owning transferable interests in proportion to their respective rights to share in distributions immediately before the dissolution of the limited partnership.
(1) To each person owning a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions; and
(2) Among persons owning transferable interests in proportion to their respective rights to share in distributions immediately before the dissolution of the limited partnership.
(c) If a limited partnership's assets are insufficient to satisfy all of its obligations under subsection (a), with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following applies: (1) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under § 61-3-607 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of a general partner in effect for each of those persons when the obligation was incurred; (2) If a person does not contribute the full amount required under subdivision (c)(1) with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by subdivision (c)(1) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of a general partner in effect for each of those other persons when the obligation was incurred; and (3) If a person does not make the additional contribution required by subdivision (c)(2), further additional contributions are determined and due in the same manner as provided in subdivision (c)(2).
(1) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under § 61-3-607 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of a general partner in effect for each of those persons when the obligation was incurred;
(2) If a person does not contribute the full amount required under subdivision (c)(1) with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by subdivision (c)(1) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of a general partner in effect for each of those other persons when the obligation was incurred; and
(3) If a person does not make the additional contribution required by subdivision (c)(2), further additional contributions are determined and due in the same manner as provided in subdivision (c)(2).
(d) A person that makes an additional contribution under subdivision (c)(2) or (3) may recover from any person whose failure to contribute under subdivision (c)(1) or (2) necessitated the additional contribution. A person shall not recover under this subsection (d) more than the amount additionally contributed. A person's liability under this subsection (d) must not exceed the amount the person failed to contribute.
(e) If a limited partnership does not have sufficient surplus to comply with subdivision (b)(1), any surplus must be distributed among the owners of transferable interests in proportion to the value of the respective unreturned contributions.
(f) All distributions made under subsections (b) and (c) must be paid in money.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-307 — TN Code / Title 61 / Chapter 1 / Section 61-1-307
Actions by and against partnership and partners
Status: in_force

(a) A partnership may sue and be sued in the name of the partnership. (b) An action may be brought against the partnership and, to the extent not inconsistent with § 61-1-306 , any or all of the partners in the same action or in separate actions. (c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner. (d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under § 61-1-306 and: (1) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part; (2) The partnership is a debtor in bankruptcy; (3) The partner has agreed that the creditor need not exhaust partnership assets; (4) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or (5) Liability is imposed on the partner by law or contract independent of the existence of the partnership. (e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under § 61-1-308 . Acts 2001, ch. 353.
(a) A partnership may sue and be sued in the name of the partnership.
(b) An action may be brought against the partnership and, to the extent not inconsistent with § 61-1-306 , any or all of the partners in the same action or in separate actions.
(c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.
(d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under § 61-1-306 and: (1) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part; (2) The partnership is a debtor in bankruptcy; (3) The partner has agreed that the creditor need not exhaust partnership assets; (4) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or (5) Liability is imposed on the partner by law or contract independent of the existence of the partnership.
(1) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2) The partnership is a debtor in bankruptcy;
(3) The partner has agreed that the creditor need not exhaust partnership assets;
(4) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or
(5) Liability is imposed on the partner by law or contract independent of the existence of the partnership.
(e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under § 61-1-308 .
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-2-204 — TN Code / Title 61 / Chapter 2 / Section 61-2-204
Execution generally
Status: in_force

(a) Each certificate required by this part to be filed with the secretary of state shall be executed in the following manner: (1) An initial certificate of limited partnership must be signed by all general partners; (2) A certificate of amendment must be signed by at least one (1) general partner and by each other general partner designated in the certificate of amendment as a new general partner, but if the certificate of amendment reflects the withdrawal of a general partner as a general partner, it need not be signed by that former general partner; (3) A certificate of cancellation must be signed by all general partners or, if the general partners are not winding up the limited partnership's affairs, then by all liquidating trustees; provided, however, that if the limited partners are winding up the limited partnership's affairs, a certificate of cancellation need be signed only by a majority of the limited partners; (4) If a domestic limited partnership is filing a certificate of merger, the certificate of merger must be signed by at least one (1) general partner of the domestic limited partnership, or if the certificate of merger is being filed by an other business entity (as defined in § 61-2-211(a) ), the certificate of merger must be signed by a person authorized by such other business entity; and (5) All other certificates must be signed by at least one (1) general partner. (b) Unless otherwise provided in the partnership agreement, any person may sign any certificate or amendment thereof or enter into a partnership agreement or amendment thereof by an agent, including an attorney-in-fact. An authorization, including a power of attorney, to sign any certificate or amendment thereof or to enter into a partnership agreement or amendment thereof must be in writing, but need not be sworn to, verified or acknowledged, and need not be filed in the office of the secretary of state, but if in writing, must be retained by a general partner. (c) The execution of a certificate by a general partner constitutes an oath or affirmation, under the penalties of perjury, that, to the best of the general partner's knowledge and belief, the facts stated therein are true. Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 14-18; 2011, ch. 99, § 20.
(a) Each certificate required by this part to be filed with the secretary of state shall be executed in the following manner: (1) An initial certificate of limited partnership must be signed by all general partners; (2) A certificate of amendment must be signed by at least one (1) general partner and by each other general partner designated in the certificate of amendment as a new general partner, but if the certificate of amendment reflects the withdrawal of a general partner as a general partner, it need not be signed by that former general partner; (3) A certificate of cancellation must be signed by all general partners or, if the general partners are not winding up the limited partnership's affairs, then by all liquidating trustees; provided, however, that if the limited partners are winding up the limited partnership's affairs, a certificate of cancellation need be signed only by a majority of the limited partners; (4) If a domestic limited partnership is filing a certificate of merger, the certificate of merger must be signed by at least one (1) general partner of the domestic limited partnership, or if the certificate of merger is being filed by an other business entity (as defined in § 61-2-211(a) ), the certificate of merger must be signed by a person authorized by such other business entity; and (5) All other certificates must be signed by at least one (1) general partner.
(1) An initial certificate of limited partnership must be signed by all general partners;
(2) A certificate of amendment must be signed by at least one (1) general partner and by each other general partner designated in the certificate of amendment as a new general partner, but if the certificate of amendment reflects the withdrawal of a general partner as a general partner, it need not be signed by that former general partner;
(3) A certificate of cancellation must be signed by all general partners or, if the general partners are not winding up the limited partnership's affairs, then by all liquidating trustees; provided, however, that if the limited partners are winding up the limited partnership's affairs, a certificate of cancellation need be signed only by a majority of the limited partners;
(4) If a domestic limited partnership is filing a certificate of merger, the certificate of merger must be signed by at least one (1) general partner of the domestic limited partnership, or if the certificate of merger is being filed by an other business entity (as defined in § 61-2-211(a) ), the certificate of merger must be signed by a person authorized by such other business entity; and
(5) All other certificates must be signed by at least one (1) general partner.
(b) Unless otherwise provided in the partnership agreement, any person may sign any certificate or amendment thereof or enter into a partnership agreement or amendment thereof by an agent, including an attorney-in-fact. An authorization, including a power of attorney, to sign any certificate or amendment thereof or to enter into a partnership agreement or amendment thereof must be in writing, but need not be sworn to, verified or acknowledged, and need not be filed in the office of the secretary of state, but if in writing, must be retained by a general partner.
(c) The execution of a certificate by a general partner constitutes an oath or affirmation, under the penalties of perjury, that, to the best of the general partner's knowledge and belief, the facts stated therein are true.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 14-18; 2011, ch. 99, § 20.
Tenn. Code Ann. § 61-3-306 — TN Code / Title 61 / Chapter 3 / Section 61-3-306
Person erroneously believing self to be limited partner
Status: in_force

(a) Except as otherwise provided in subsection (b), a person that makes an investment in a business enterprise and erroneously, but in good faith, believes that the person has become a limited partner in the enterprise is not liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person: (1) Causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing; or (2) Withdraws from future participation as an owner in the enterprise by signing and delivering to the secretary of state for filing a statement of negation under this section. (b) A person that makes an investment described in subsection (a) is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the secretary of state files a statement of negation, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner. (c) If a person makes a diligent effort in good faith to comply with subdivision (a)(1) and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing, the person has the right to withdraw from the enterprise pursuant to subdivision (a)(2) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) Except as otherwise provided in subsection (b), a person that makes an investment in a business enterprise and erroneously, but in good faith, believes that the person has become a limited partner in the enterprise is not liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person: (1) Causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing; or (2) Withdraws from future participation as an owner in the enterprise by signing and delivering to the secretary of state for filing a statement of negation under this section.
(1) Causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing; or
(2) Withdraws from future participation as an owner in the enterprise by signing and delivering to the secretary of state for filing a statement of negation under this section.
(b) A person that makes an investment described in subsection (a) is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the secretary of state files a statement of negation, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner.
(c) If a person makes a diligent effort in good faith to comply with subdivision (a)(1) and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing, the person has the right to withdraw from the enterprise pursuant to subdivision (a)(2) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-1001 — TN Code / Title 61 / Chapter 2 / Section 61-2-1001
Right to bring action
Status: in_force

A limited partner may bring an action in the court of record in the right of a limited partnership to recover judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed. Acts 1988, ch. 922, § 1.
A limited partner may bring an action in the court of record in the right of a limited partnership to recover judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
Acts 1988, ch. 922, § 1.