Tenn. Code Ann. § 61-2-103 — TN Code / Title 61 / Chapter 2 / Section 61-2-103
Reservation of name
Status: in_force

(a) The exclusive right to the use of a name may be reserved by: (1) Any person intending to organize a limited partnership under this chapter and to adopt that name; (2) Any domestic limited partnership or any foreign limited partnership registered in the state of Tennessee which, in either case, intends to adopt that name; (3) Any foreign limited partnership intending to register in the state of Tennessee and to adopt that name; and (4) Any person intending to organize a foreign limited partnership and intending to have it registered in the state of Tennessee and to adopt that name. (b) The reservation of a specified name shall be made by a person filing with the secretary of state an application, executed by the applicant, which may be either a signed copy, specifying the name to be reserved and the name and address of the applicant. If the secretary of state finds that the name applied for meets the requirements of § 61-2-102 and is available for use by a domestic or foreign limited partnership, he shall reserve the name for the applicant's exclusive use for a nonrenewable four-month period. The right to the exclusive use of a reserved name may be transferred to any other person by filing with the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved, specifying the name to be transferred and the name and address of the transferee. The reservation of a specified 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. Acts 1988, ch. 922, § 1; 1989, ch. 270, § 6.
(a) The exclusive right to the use of a name may be reserved by: (1) Any person intending to organize a limited partnership under this chapter and to adopt that name; (2) Any domestic limited partnership or any foreign limited partnership registered in the state of Tennessee which, in either case, intends to adopt that name; (3) Any foreign limited partnership intending to register in the state of Tennessee and to adopt that name; and (4) Any person intending to organize a foreign limited partnership and intending to have it registered in the state of Tennessee and to adopt that name.
(1) Any person intending to organize a limited partnership under this chapter and to adopt that name;
(2) Any domestic limited partnership or any foreign limited partnership registered in the state of Tennessee which, in either case, intends to adopt that name;
(3) Any foreign limited partnership intending to register in the state of Tennessee and to adopt that name; and
(4) Any person intending to organize a foreign limited partnership and intending to have it registered in the state of Tennessee and to adopt that name.
(b) The reservation of a specified name shall be made by a person filing with the secretary of state an application, executed by the applicant, which may be either a signed copy, specifying the name to be reserved and the name and address of the applicant. If the secretary of state finds that the name applied for meets the requirements of § 61-2-102 and is available for use by a domestic or foreign limited partnership, he shall reserve the name for the applicant's exclusive use for a nonrenewable four-month period. The right to the exclusive use of a reserved name may be transferred to any other person by filing with the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved, specifying the name to be transferred and the name and address of the transferee. The reservation of a specified 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.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 6.
Tenn. Code Ann. § 61-3-1202 — TN Code / Title 61 / Chapter 3 / Section 61-3-1202
Relation to electronic signatures in global and national commerce act
Status: in_force

This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act ( 15 U.S.C. § 7001 et seq.) but does not modify, limit, or supersede 15 U.S.C. § 7001(c) or authorize electronic delivery of any of the notices described in 15 U.S.C. § 7003(b) . Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act ( 15 U.S.C. § 7001 et seq.) but does not modify, limit, or supersede 15 U.S.C. § 7001(c) or authorize electronic delivery of any of the notices described in 15 U.S.C. § 7003(b) .
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-814 — TN Code / Title 61 / Chapter 3 / Section 61-3-814
Statement of termination following administrative dissolution
Status: in_force

(a) When a limited partnership has been administratively dissolved and wishes to terminate its existence, it may do so without first being reinstated by delivering a statement of termination to the secretary of state for filing following administrative dissolution, stating the name of the limited partnership and that the limited partnership is terminated. (b) The secretary of state shall file the statement of termination following administrative dissolution 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 administratively dissolved and wishes to terminate its existence, it may do so without first being reinstated by delivering a statement of termination to the secretary of state for filing following administrative dissolution, stating the name of the limited partnership and that the limited partnership is terminated.
(b) The secretary of state shall file the statement of termination following administrative dissolution 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. § 61-3-503 — TN Code / Title 61 / Chapter 3 / Section 61-3-503
Sharing of and right to distributions before dissolution
Status: in_force

(a) Any distribution made by a limited partnership before its dissolution and winding up must be shared among the partners on the basis of the value, as stated in the required information when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner, except to the extent necessary to comply with a transfer effective under § 61-3-702 or charging order in effect under § 61-3-703 . (b) A person has a right to a distribution before the dissolution and winding up of a limited partnership only if the partnership decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution. (c) A person does not have a right to demand or receive a distribution from a limited partnership in any form other than money. Except as otherwise provided in § 61-3-810(f) , a partnership may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions. (d) If a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the partnership's obligation to make a distribution is subject to offset for any amount owed to the partnership by the partner or a person dissociated as a partner on whose account the distribution is made. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) Any distribution made by a limited partnership before its dissolution and winding up must be shared among the partners on the basis of the value, as stated in the required information when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner, except to the extent necessary to comply with a transfer effective under § 61-3-702 or charging order in effect under § 61-3-703 .
(b) A person has a right to a distribution before the dissolution and winding up of a limited partnership only if the partnership decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution.
(c) A person does not have a right to demand or receive a distribution from a limited partnership in any form other than money. Except as otherwise provided in § 61-3-810(f) , a partnership may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.
(d) If a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the partnership's obligation to make a distribution is subject to offset for any amount owed to the partnership by the partner or a person dissociated as a partner on whose account the distribution is made.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-405 — TN Code / Title 61 / Chapter 1 / Section 61-1-405
Actions by partnership and partners
Status: in_force

(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. (b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to: (1) Enforce the partner's rights under the partnership agreement; (2) Enforce the partner's rights under this chapter, including: (A) The partner's rights under §§ 61-1-401 , 61-1-403 , or 61-1-404 ; (B) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to § 61-1-701 or enforce any other right under parts 6 or 7 of this chapter; or (C) The partner's right to compel a dissolution and winding up of the partnership business under § 61-1-801 or enforce any other right under part 8 of this chapter; or (3) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship. (c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law. Acts 2001, ch. 353.
(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
(b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to: (1) Enforce the partner's rights under the partnership agreement; (2) Enforce the partner's rights under this chapter, including: (A) The partner's rights under §§ 61-1-401 , 61-1-403 , or 61-1-404 ; (B) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to § 61-1-701 or enforce any other right under parts 6 or 7 of this chapter; or (C) The partner's right to compel a dissolution and winding up of the partnership business under § 61-1-801 or enforce any other right under part 8 of this chapter; or (3) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.
(1) Enforce the partner's rights under the partnership agreement;
(2) Enforce the partner's rights under this chapter, including: (A) The partner's rights under §§ 61-1-401 , 61-1-403 , or 61-1-404 ; (B) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to § 61-1-701 or enforce any other right under parts 6 or 7 of this chapter; or (C) The partner's right to compel a dissolution and winding up of the partnership business under § 61-1-801 or enforce any other right under part 8 of this chapter; or
(A) The partner's rights under §§ 61-1-401 , 61-1-403 , or 61-1-404 ;
(B) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to § 61-1-701 or enforce any other right under parts 6 or 7 of this chapter; or
(C) The partner's right to compel a dissolution and winding up of the partnership business under § 61-1-801 or enforce any other right under part 8 of this chapter; or
(3) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.
(c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-809 — TN Code / Title 61 / Chapter 3 / Section 61-3-809
Liability of general partner and person dissociated as general partner when claim against limited partnership barred
Status: in_force

If a claim against a dissolved limited partnership is barred under § 61-3-806 , § 61-3-807 , or § 61-3-808 , any corresponding claim under § 61-3-404 or § 61-3-607 is also barred. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
If a claim against a dissolved limited partnership is barred under § 61-3-806 , § 61-3-807 , or § 61-3-808 , any corresponding claim under § 61-3-404 or § 61-3-607 is also barred.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-202 — TN Code / Title 61 / Chapter 1 / Section 61-1-202
Formation of partnership
Status: in_force

(a) Except as otherwise provided in subsection (b), the association of two (2) or more persons to carry on as co-owners of a business for profit forms a partnership, whether or not the persons intend to form a partnership. (b) An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter. (c) In determining whether a partnership is formed, the following rules apply: (1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property; (2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived; (3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment: (A) Of a debt by installments or otherwise; (B) For services as an independent contractor or of wages or other compensation to an employee; (C) Of rent; (D) Of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner; (E) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or (F) For the sale of the goodwill of a business or other property by installments or otherwise. Acts 2001, ch. 353.
(a) Except as otherwise provided in subsection (b), the association of two (2) or more persons to carry on as co-owners of a business for profit forms a partnership, whether or not the persons intend to form a partnership.
(b) An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter.
(c) In determining whether a partnership is formed, the following rules apply: (1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property; (2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived; (3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment: (A) Of a debt by installments or otherwise; (B) For services as an independent contractor or of wages or other compensation to an employee; (C) Of rent; (D) Of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner; (E) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or (F) For the sale of the goodwill of a business or other property by installments or otherwise.
(1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property;
(2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived;
(3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment: (A) Of a debt by installments or otherwise; (B) For services as an independent contractor or of wages or other compensation to an employee; (C) Of rent; (D) Of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner; (E) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or (F) For the sale of the goodwill of a business or other property by installments or otherwise.
(A) Of a debt by installments or otherwise;
(B) For services as an independent contractor or of wages or other compensation to an employee;
(C) Of rent;
(D) Of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;
(E) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or
(F) For the sale of the goodwill of a business or other property by installments or otherwise.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-408 — TN Code / Title 61 / Chapter 3 / Section 61-3-408
Reimbursement - Indemnification - Advancement - Insurance
Status: in_force

(a) A limited partnership shall reimburse a general partner for any payment made by the general partner in the course of the general partner's activities on behalf of the partnership, if the general partner complied with §§ 61-3-406 , 61-3-409 , and 61-3-504 in making the payment. (b) A limited partnership shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person's former or present capacity as a general partner, if the claim, demand, debt, obligation, or other liability does not arise from the person's breach of § 61-3-406 , § 61-3-409 , or § 61-3-504 . (c) In the ordinary course of its activities and affairs, a limited partnership may advance reasonable expenses, including attorney's fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person's former or present capacity as a general partner, if the person promises to repay the partnership if the person ultimately is determined not to be entitled to be indemnified under subsection (b). (d) A limited partnership may purchase and maintain insurance on behalf of a general partner against liability asserted against or incurred by the general partner in that capacity or arising from that status even if, under § 61-3-104 , the partnership agreement could not eliminate or limit the person's liability to the partnership for the conduct giving rise to the liability. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
(a) A limited partnership shall reimburse a general partner for any payment made by the general partner in the course of the general partner's activities on behalf of the partnership, if the general partner complied with §§ 61-3-406 , 61-3-409 , and 61-3-504 in making the payment.
(b) A limited partnership shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person's former or present capacity as a general partner, if the claim, demand, debt, obligation, or other liability does not arise from the person's breach of § 61-3-406 , § 61-3-409 , or § 61-3-504 .
(c) In the ordinary course of its activities and affairs, a limited partnership may advance reasonable expenses, including attorney's fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person's former or present capacity as a general partner, if the person promises to repay the partnership if the person ultimately is determined not to be entitled to be indemnified under subsection (b).
(d) A limited partnership may purchase and maintain insurance on behalf of a general partner against liability asserted against or incurred by the general partner in that capacity or arising from that status even if, under § 61-3-104 , the partnership agreement could not eliminate or limit the person's liability to the partnership for the conduct giving rise to the liability.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-908 — TN Code / Title 61 / Chapter 1 / Section 61-1-908
Nonexclusive
Status: in_force

This part is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law. Acts 2001, ch. 353.
This part is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-2-102 — TN Code / Title 61 / Chapter 2 / Section 61-2-102
Name of partnership
Status: in_force

The name of each limited partnership as set forth in its certificate of limited partnership: (1) Shall contain the words "Limited Partnership" or the abbreviation "L.P."; (2) May contain the words "association," "club," "company," "foundation," "fund," "institute," "society," "union," "syndicate," "limited," "trust," or abbreviations of like import, but shall not contain the words "corporation" or "incorporated" or abbreviations of like import; (3) May contain the name of a partner; and (4) (A) Except as authorized by subdivision (4)(B), must be such as to distinguish it upon the records of the secretary of state from the respective names of or for every other entity, whether true, assumed, reserved or registered, to the extent the use or reservation of such names is evidenced by a filing with the secretary of state under applicable law; (B) A limited partnership, or person acting on behalf of a limited partnership not yet registered, 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 subdivision (4)(A). The secretary of state shall authorize use of the indistinguishable name applied for, if: (i) The person holding the right to use the previously filed name described in subdivision (4)(A) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant; (ii) 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 (iii) The person holding the right to use the previously filed name described in subdivision (4)(A) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent. Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 4, 5; 1994, ch. 868, §§ 10, 11; 2010, ch. 743, §§ 11, 12.
The name of each limited partnership as set forth in its certificate of limited partnership:
(1) Shall contain the words "Limited Partnership" or the abbreviation "L.P.";
(2) May contain the words "association," "club," "company," "foundation," "fund," "institute," "society," "union," "syndicate," "limited," "trust," or abbreviations of like import, but shall not contain the words "corporation" or "incorporated" or abbreviations of like import;
(3) May contain the name of a partner; and
(4) (A) Except as authorized by subdivision (4)(B), must be such as to distinguish it upon the records of the secretary of state from the respective names of or for every other entity, whether true, assumed, reserved or registered, to the extent the use or reservation of such names is evidenced by a filing with the secretary of state under applicable law; (B) A limited partnership, or person acting on behalf of a limited partnership not yet registered, 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 subdivision (4)(A). The secretary of state shall authorize use of the indistinguishable name applied for, if: (i) The person holding the right to use the previously filed name described in subdivision (4)(A) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant; (ii) 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 (iii) The person holding the right to use the previously filed name described in subdivision (4)(A) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent.
(A) Except as authorized by subdivision (4)(B), must be such as to distinguish it upon the records of the secretary of state from the respective names of or for every other entity, whether true, assumed, reserved or registered, to the extent the use or reservation of such names is evidenced by a filing with the secretary of state under applicable law;
(B) A limited partnership, or person acting on behalf of a limited partnership not yet registered, 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 subdivision (4)(A). The secretary of state shall authorize use of the indistinguishable name applied for, if: (i) The person holding the right to use the previously filed name described in subdivision (4)(A) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant; (ii) 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 (iii) The person holding the right to use the previously filed name described in subdivision (4)(A) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent.
(i) The person holding the right to use the previously filed name described in subdivision (4)(A) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant;
(ii) 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
(iii) The person holding the right to use the previously filed name described in subdivision (4)(A) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 4, 5; 1994, ch. 868, §§ 10, 11; 2010, ch. 743, §§ 11, 12.
Tenn. Code Ann. § 61-2-901 — TN Code / Title 61 / Chapter 2 / Section 61-2-901
Law governing
Status: in_force

(a) Subject to the Constitution of Tennessee: (1) The laws of the jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; and (2) A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state. (b) A foreign limited partnership shall be subject to § 61-2-106 . Acts 1988, ch. 922, § 1.
(a) Subject to the Constitution of Tennessee: (1) The laws of the jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; and (2) A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state.
(1) The laws of the jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; and
(2) A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state.
(b) A foreign limited partnership shall be subject to § 61-2-106 .
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-3-202 — TN Code / Title 61 / Chapter 3 / Section 61-3-202
Amendment or restatement of certificate of limited partnership
Status: in_force

(a) A certificate of limited partnership may be amended or restated at any time. (b) To amend its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing an amendment stating: (1) The name of the partnership; and (2) The text of the amendment. (c) To restate its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing a restatement, designated as such in its heading. (d) A limited partnership shall, not later than sixty (60) days after the happening of any of the following events, deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect: (1) The admission of a new general partner; (2) The dissociation of a person as a general partner; or (3) The appointment of a person to wind up the limited partnership's activities and affairs under § 61-3-802(c) or (d) . (e) If a general partner knows that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner must, not later than sixty (60) days after the general partner obtains such knowledge: (1) Cause the certificate to be amended; or (2) If appropriate, deliver to the secretary of state for filing a statement of change under § 61-3-116 or a statement of correction under § 61-3-208 . Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A certificate of limited partnership may be amended or restated at any time.
(b) To amend its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing an amendment stating: (1) The name of the partnership; and (2) The text of the amendment.
(1) The name of the partnership; and
(2) The text of the amendment.
(c) To restate its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing a restatement, designated as such in its heading.
(d) A limited partnership shall, not later than sixty (60) days after the happening of any of the following events, deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect: (1) The admission of a new general partner; (2) The dissociation of a person as a general partner; or (3) The appointment of a person to wind up the limited partnership's activities and affairs under § 61-3-802(c) or (d) .
(1) The admission of a new general partner;
(2) The dissociation of a person as a general partner; or
(3) The appointment of a person to wind up the limited partnership's activities and affairs under § 61-3-802(c) or (d) .
(e) If a general partner knows that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner must, not later than sixty (60) days after the general partner obtains such knowledge: (1) Cause the certificate to be amended; or (2) If appropriate, deliver 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) Cause the certificate to be amended; or
(2) If appropriate, deliver to the secretary of state for filing a statement of change under § 61-3-116 or a statement of correction under § 61-3-208 .
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-404 — TN Code / Title 61 / Chapter 2 / Section 61-2-404
Contributions - Share of profits, etc
Status: in_force

A general partner of a limited partnership may make contributions to the limited partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner, and, except as provided in the partnership agreement, also has the rights and powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner. Acts 1988, ch. 922, § 1.
A general partner of a limited partnership may make contributions to the limited partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner, and, except as provided in the partnership agreement, also has the rights and powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-3-405 — TN Code / Title 61 / Chapter 3 / Section 61-3-405
Actions by and against partnership and partners
Status: in_force

(a) To the extent not inconsistent with § 61-3-404 , a general partner may be joined in an action against the limited partnership or named in a separate action. (b) A judgment against a limited partnership is not, by itself, a judgment against a general partner. A judgment against a partnership must not be satisfied from a general partner's assets unless there is also a judgment against the general partner. (c) A judgment creditor of a general partner shall not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under § 61-3-404 ; and (1) A judgment based on the same claim has been obtained against the limited 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 general 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 general partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of 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 general partner by law or contract independent of the existence of the partnership. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) To the extent not inconsistent with § 61-3-404 , a general partner may be joined in an action against the limited partnership or named in a separate action.
(b) A judgment against a limited partnership is not, by itself, a judgment against a general partner. A judgment against a partnership must not be satisfied from a general partner's assets unless there is also a judgment against the general partner.
(c) A judgment creditor of a general partner shall not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under § 61-3-404 ; and (1) A judgment based on the same claim has been obtained against the limited 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 general 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 general partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of 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 general 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 limited 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 general 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 general partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of 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 general partner by law or contract independent of the existence of the partnership.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-403 — TN Code / Title 61 / Chapter 3 / Section 61-3-403
Limited partnership liable for general partner's actionable conduct
Status: in_force

(a) A limited 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 general partner acting in the ordinary course of the limited partnership's activities and affairs or with the actual or apparent authority of the limited partnership. (b) If, in the course of a limited partnership's activities and affairs, or while acting with actual or apparent authority of the partnership, a general 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 general partner, the partnership is liable for the loss. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A limited 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 general partner acting in the ordinary course of the limited partnership's activities and affairs or with the actual or apparent authority of the limited partnership.
(b) If, in the course of a limited partnership's activities and affairs, or while acting with actual or apparent authority of the partnership, a general 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 general partner, the partnership is liable for the loss.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-910 — TN Code / Title 61 / Chapter 2 / Section 61-2-910
Service of process
Status: in_force

(a) The registered agent of a foreign limited partnership authorized to transact business in this state is the limited partnership's agent for service of process, notice or demand required or permitted by law to be served on the foreign limited partnership. (b) Service on a limited partnership when the secretary of state is its agent for service of process may be obtained pursuant to § 61-2-106 . (c) This section does not prescribe the only means, or necessarily the required means, for serving a foreign limited partnership. Acts 1988, ch. 922, § 1; 1989, ch. 270, § 77.
(a) The registered agent of a foreign limited partnership authorized to transact business in this state is the limited partnership's agent for service of process, notice or demand required or permitted by law to be served on the foreign limited partnership.
(b) Service on a limited partnership when the secretary of state is its agent for service of process may be obtained pursuant to § 61-2-106 .
(c) This section does not prescribe the only means, or necessarily the required means, for serving a foreign limited partnership.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 77.
Tenn. Code Ann. § 61-3-204 — TN Code / Title 61 / Chapter 3 / Section 61-3-204
Signing and filing pursuant to judicial order
Status: in_force

(a) If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing under this chapter does not do so, any other person that is aggrieved may petition the appropriate court to order: (1) The person to sign the record; (2) The person to deliver the record to the secretary of state for filing; or (3) The secretary of state to file the record unsigned. (b) For purposes of subsection (a), the appropriate court is: (1) For actions brought under subdivisions (a)(1) and (a)(2), either: (A) The chancery court for the county in which the partnership maintains its principal office; or (B) The chancery court of Davidson County; and (2) For actions brought under subdivision (a)(3), the chancery court of Davidson County. (c) If a petitioner under subsection (a) is not the limited partnership or foreign limited partnership to which the record pertains, the petitioner must make the limited partnership or foreign limited partnership a party to the action. (d) A record filed under subdivision (a)(3) is effective without being signed. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing under this chapter does not do so, any other person that is aggrieved may petition the appropriate court to order: (1) The person to sign the record; (2) The person to deliver the record to the secretary of state for filing; or (3) The secretary of state to file the record unsigned.
(1) The person to sign the record;
(2) The person to deliver the record to the secretary of state for filing; or
(3) The secretary of state to file the record unsigned.
(b) For purposes of subsection (a), the appropriate court is: (1) For actions brought under subdivisions (a)(1) and (a)(2), either: (A) The chancery court for the county in which the partnership maintains its principal office; or (B) The chancery court of Davidson County; and (2) For actions brought under subdivision (a)(3), the chancery court of Davidson County.
(1) For actions brought under subdivisions (a)(1) and (a)(2), either: (A) The chancery court for the county in which the partnership maintains its principal office; or (B) The chancery court of Davidson County; and
(A) The chancery court for the county in which the partnership maintains its principal office; or
(B) The chancery court of Davidson County; and
(2) For actions brought under subdivision (a)(3), the chancery court of Davidson County.
(c) If a petitioner under subsection (a) is not the limited partnership or foreign limited partnership to which the record pertains, the petitioner must make the limited partnership or foreign limited partnership a party to the action.
(d) A record filed under subdivision (a)(3) is effective without being signed.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-110 — TN Code / Title 61 / Chapter 3 / Section 61-3-110
Powers
Status: in_force

A limited partnership has the capacity to sue and be sued in the name of the partnership and the power to do all things necessary or convenient to carry on the partnership's activities and affairs. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
A limited partnership has the capacity to sue and be sued in the name of the partnership and the power to do all things necessary or convenient to carry on the partnership's activities and affairs.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-604 — TN Code / Title 61 / Chapter 2 / Section 61-2-604
Distribution upon withdrawal
Status: in_force

Except as provided in this part, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the partnership agreement, he is entitled to receive, within a reasonable time after withdrawal, the fair value of his interest in the limited partnership as of the date of withdrawal based upon his right to share in distributions from the limited partnership. Acts 1988, ch. 922, § 1.
Except as provided in this part, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the partnership agreement, he is entitled to receive, within a reasonable time after withdrawal, the fair value of his interest in the limited partnership as of the date of withdrawal based upon his right to share in distributions from the limited partnership.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-2-606 — TN Code / Title 61 / Chapter 2 / Section 61-2-606
Right to distribution
Status: in_force

Subject to §§ 61-2-607 and 61-2-804 , and unless otherwise provided in the partnership agreement, at the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. A partnership agreement may provide for the establishment of a record date with respect to allocations and distributions by a limited partnership. Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 53, 54.
Subject to §§ 61-2-607 and 61-2-804 , and unless otherwise provided in the partnership agreement, at the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. A partnership agreement may provide for the establishment of a record date with respect to allocations and distributions by a limited partnership.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 53, 54.
Tenn. Code Ann. § 61-3-808 — TN Code / Title 61 / Chapter 3 / Section 61-3-808
Court proceedings
Status: in_force

(a) A dissolved limited partnership that has published a notice under § 61-3-807 may file an application with the chancery court in the county where the limited partnership's principal office is located or, if the principal office is not located in this state, where the office of the limited partnership's registered agent is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the limited partnership, or are based on an event occurring after the date of dissolution but which, based on the facts known to the limited partnership, are reasonably expected to arise after the date of dissolution. Security is not required for any claim that is or is reasonably anticipated to be barred under § 61-3-807 . (b) Not later than ten (10) days after the filing of an application under subsection (a), the dissolved limited partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the limited partnership. (c) In a proceeding brought under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited partnership. (d) A dissolved limited partnership that provides security in the amount and form ordered by the court under subsection (a) satisfies the limited partnership's obligations with respect to claims that are contingent, have not been made known to the limited partnership, or are based on an event occurring after the date of dissolution, and such claims must not be enforced against a partner or transferee on account of assets received in liquidation. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A dissolved limited partnership that has published a notice under § 61-3-807 may file an application with the chancery court in the county where the limited partnership's principal office is located or, if the principal office is not located in this state, where the office of the limited partnership's registered agent is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the limited partnership, or are based on an event occurring after the date of dissolution but which, based on the facts known to the limited partnership, are reasonably expected to arise after the date of dissolution. Security is not required for any claim that is or is reasonably anticipated to be barred under § 61-3-807 .
(b) Not later than ten (10) days after the filing of an application under subsection (a), the dissolved limited partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the limited partnership.
(c) In a proceeding brought under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited partnership.
(d) A dissolved limited partnership that provides security in the amount and form ordered by the court under subsection (a) satisfies the limited partnership's obligations with respect to claims that are contingent, have not been made known to the limited partnership, or are based on an event occurring after the date of dissolution, and such claims must not be enforced against a partner or transferee on account of assets received in liquidation.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-1011 — TN Code / Title 61 / Chapter 3 / Section 61-3-1011
Judicial review of denial of reinstatement of foreign limited partnership
Status: in_force

(a) If the secretary of state denies a foreign limited partnership's application for reinstatement following revocation of its registration, the secretary of state must serve the foreign limited partnership with a notice in a record that explains the reasons for the denial. (b) A foreign limited partnership may seek judicial review of a denial of reinstatement in the chancery court of Davidson County not later than thirty (30) days after service of the notice of denial. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) If the secretary of state denies a foreign limited partnership's application for reinstatement following revocation of its registration, the secretary of state must serve the foreign limited partnership with a notice in a record that explains the reasons for the denial.
(b) A foreign limited partnership may seek judicial review of a denial of reinstatement in the chancery court of Davidson County not later than thirty (30) days after service of the notice of denial.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-605 — TN Code / Title 61 / Chapter 3 / Section 61-3-605
Effect of dissociation as general partner
Status: in_force

(a) If a person is dissociated as a general partner: (1) The person's right to participate as a general partner in the management and conduct of the limited partnership's activities and affairs terminates; (2) The person's duties and obligations as a general partner under § 61-3-409 end with regard to matters arising and events occurring after the person's dissociation; (3) The person may sign and deliver to the secretary of state for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated as a general partner; and (4) Subject to § 61-3-704 and part 11 of this chapter, any transferable interest owned by the person in the person's capacity as a general partner immediately before dissociation is owned by the person solely as a transferee. (b) A person's dissociation as a general partner does not, of itself, discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners that the person incurred while a general partner. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) If a person is dissociated as a general partner: (1) The person's right to participate as a general partner in the management and conduct of the limited partnership's activities and affairs terminates; (2) The person's duties and obligations as a general partner under § 61-3-409 end with regard to matters arising and events occurring after the person's dissociation; (3) The person may sign and deliver to the secretary of state for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated as a general partner; and (4) Subject to § 61-3-704 and part 11 of this chapter, any transferable interest owned by the person in the person's capacity as a general partner immediately before dissociation is owned by the person solely as a transferee.
(1) The person's right to participate as a general partner in the management and conduct of the limited partnership's activities and affairs terminates;
(2) The person's duties and obligations as a general partner under § 61-3-409 end with regard to matters arising and events occurring after the person's dissociation;
(3) The person may sign and deliver to the secretary of state for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated as a general partner; and
(4) Subject to § 61-3-704 and part 11 of this chapter, any transferable interest owned by the person in the person's capacity as a general partner immediately before dissociation is owned by the person solely as a transferee.
(b) A person's dissociation as a general partner does not, of itself, discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners that the person incurred while a general partner.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-403 — TN Code / Title 61 / Chapter 2 / Section 61-2-403
Rights and powers - Liabilities
Status: in_force

(a) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners. (b) Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners. Acts 1988, ch. 922, § 1.
(a) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.
(b) Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-3-602 — TN Code / Title 61 / Chapter 3 / Section 61-3-602
Effect of dissociation as limited partner
Status: in_force

(a) If a person is dissociated as a limited partner: (1) Subject to § 61-3-704 , the person does not have further rights as a limited partner; (2) The person's contractual obligation of good faith and fair dealing as a limited partner under § 61-3-305(a) ends with regard to matters arising and events occurring after the person's dissociation; and (3) Subject to § 61-3-704 and part 11 of this chapter, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person solely as a transferee. (b) A person's dissociation as a limited partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners which the person incurred while a limited partner. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) If a person is dissociated as a limited partner: (1) Subject to § 61-3-704 , the person does not have further rights as a limited partner; (2) The person's contractual obligation of good faith and fair dealing as a limited partner under § 61-3-305(a) ends with regard to matters arising and events occurring after the person's dissociation; and (3) Subject to § 61-3-704 and part 11 of this chapter, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person solely as a transferee.
(1) Subject to § 61-3-704 , the person does not have further rights as a limited partner;
(2) The person's contractual obligation of good faith and fair dealing as a limited partner under § 61-3-305(a) ends with regard to matters arising and events occurring after the person's dissociation; and
(3) Subject to § 61-3-704 and part 11 of this chapter, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person solely as a transferee.
(b) A person's dissociation as a limited partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners which the person incurred while a limited partner.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-903 — TN Code / Title 61 / Chapter 2 / Section 61-2-903
Filing of application
Status: in_force

If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, he shall file the application in accordance with part 11 of this chapter. Acts 1988, ch. 922, § 1.
If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, he shall file the application in accordance with part 11 of this chapter.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-1-1201 — TN Code / Title 61 / Chapter 1 / Section 61-1-1201
Uniformity of application and construction
Status: in_force

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it. Acts 2001, ch. 353.
This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-2-504 — TN Code / Title 61 / Chapter 2 / Section 61-2-504
Allocation of distributions
Status: in_force

Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes or groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, distribution shall be made on the basis of the agreed value (as stated in the records of the limited partnership) of the contributions made by each partner to the extent they have been received by the limited partnership and have not been returned. Acts 1988, ch. 922, § 1.
Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes or groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, distribution shall be made on the basis of the agreed value (as stated in the records of the limited partnership) of the contributions made by each partner to the extent they have been received by the limited partnership and have not been returned.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-2-702 — TN Code / Title 61 / Chapter 2 / Section 61-2-702
Assignment
Status: in_force

(a) Unless otherwise provided in the partnership agreement: (1) A partnership interest is assignable in whole or in part; (2) An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights or powers of a partner; (3) An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled; and (4) A partner ceases to be a partner and to have the power to exercise any rights or powers of a partner upon assignment of all of his partnership interest. (b) The partnership agreement may provide that a partner's interest in a limited partnership may be evidenced by a certificate of partnership interest issued by the limited partnership and may also provide for the assignment or transfer of any partnership interest represented by such a certificate and make other provisions with respect to such certificates. (c) Unless otherwise provided in a partnership agreement and except to the extent assumed by agreement, until an assignee of a partnership interest becomes a partner, the assignee shall have no liability as a partner solely as a result of the assignment. Acts 1988, ch. 922, § 1; 1989, ch. 270, § 60.
(a) Unless otherwise provided in the partnership agreement: (1) A partnership interest is assignable in whole or in part; (2) An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights or powers of a partner; (3) An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled; and (4) A partner ceases to be a partner and to have the power to exercise any rights or powers of a partner upon assignment of all of his partnership interest.
(1) A partnership interest is assignable in whole or in part;
(2) An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights or powers of a partner;
(3) An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled; and
(4) A partner ceases to be a partner and to have the power to exercise any rights or powers of a partner upon assignment of all of his partnership interest.
(b) The partnership agreement may provide that a partner's interest in a limited partnership may be evidenced by a certificate of partnership interest issued by the limited partnership and may also provide for the assignment or transfer of any partnership interest represented by such a certificate and make other provisions with respect to such certificates.
(c) Unless otherwise provided in a partnership agreement and except to the extent assumed by agreement, until an assignee of a partnership interest becomes a partner, the assignee shall have no liability as a partner solely as a result of the assignment.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 60.
Tenn. Code Ann. § 61-2-104 — TN Code / Title 61 / Chapter 2 / Section 61-2-104
Registered office - Registered agent
Status: in_force

(a) Each limited partnership must continuously maintain in this state: (1) A registered office, which may but need not be a place of its business in this state; and (2) A registered agent who maintains an office at the same street address as the registered office, and who may be: (A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or (B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state. (b) A limited 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 limited partnership; (2) The street address of its current registered office; (3) If the current registered office is to be changed, the street address of the new registered office and zip code for such office, and the county in which the office is located; (4) The name of its current registered agent; (5) If the current registered agent is to be changed, the name of the new registered agent; and (6) That after the change or changes are made, the street address of its registered office and the business office of its registered agent will be identical. (c) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any limited partnership for which he is the registered agent by notifying the limited partnership in writing of the change and signing (either manually or in facsimile) and delivering to the secretary of state for filing a statement that complies with the requirements of subsection (b) and recites that the limited partnership has been notified of the change. (d) A registered agent may resign his agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by his certification that he has mailed a copy thereof to the principal office of the limited partnership by certified mail. The statement may include a statement that the registered office is also discontinued. The agency appointment is terminated, and the registered office discontinued if so provided, on the date on which the statement is filed by the secretary of state. (e) If a registered agent resigns or is unable to perform his duties, the designating limited partnership shall promptly designate another registered agent to the end that it shall at all times have a registered agent in this state. Amended by 2023 Tenn. Acts, ch. 102,s 8, eff. 7/1/2023. Acts 1988, ch. 922, § 1; 1989, ch. 270, § 7.
(a) Each limited partnership must continuously maintain in this state: (1) A registered office, which may but need not be a place of its business in this state; and (2) A registered agent who maintains an office at the same street address as the registered office, and who may be: (A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or (B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(1) A registered office, which may but need not be a place of its business in this state; and
(2) A registered agent who maintains an office at the same street address as the registered office, and who may be: (A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or (B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or
(B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(b) A limited 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 limited partnership; (2) The street address of its current registered office; (3) If the current registered office is to be changed, the street address of the new registered office and zip code for such office, and the county in which the office is located; (4) The name of its current registered agent; (5) If the current registered agent is to be changed, the name of the new registered agent; and (6) That after the change or changes are made, the street address of its registered office and the business office of its registered agent will be identical.
(1) The name of the limited partnership;
(2) The street address of its current registered office;
(3) If the current registered office is to be changed, the street address of the new registered office and zip code for such office, and the county in which the office is located;
(4) The name of its current registered agent;
(5) If the current registered agent is to be changed, the name of the new registered agent; and
(6) That after the change or changes are made, the street address of its registered office and the business office of its registered agent will be identical.
(c) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any limited partnership for which he is the registered agent by notifying the limited partnership in writing of the change and signing (either manually or in facsimile) and delivering to the secretary of state for filing a statement that complies with the requirements of subsection (b) and recites that the limited partnership has been notified of the change.
(d) A registered agent may resign his agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by his certification that he has mailed a copy thereof to the principal office of the limited partnership by certified mail. The statement may include a statement that the registered office is also discontinued. The agency appointment is terminated, and the registered office discontinued if so provided, on the date on which the statement is filed by the secretary of state.
(e) If a registered agent resigns or is unable to perform his duties, the designating limited partnership shall promptly designate another registered agent to the end that it shall at all times have a registered agent in this state.
Amended by 2023 Tenn. Acts, ch. 102,s 8, eff. 7/1/2023.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 7.
Tenn. Code Ann. § 61-3-1203 — TN Code / Title 61 / Chapter 3 / Section 61-3-1203
Savings clause
Status: in_force

This chapter does not affect an action commenced, proceeding brought, or right accrued before January 1, 2018. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
This chapter does not affect an action commenced, proceeding brought, or right accrued before January 1, 2018.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-118 — TN Code / Title 61 / Chapter 3 / Section 61-3-118
Change of name or address by registered agent
Status: in_force

(a) If a registered agent changes the street address of the registered agent's business office, the agent shall deliver to the secretary of state for filing a statement of change that states: (1) The name of the limited partnership or registered foreign limited partnership represented by the registered agent; (2) The name of the agent as currently shown in the records of the secretary of state for the limited partnership or registered foreign limited partnership; and (3) The agent's new street address including the zip code of its new registered office; and a mailing address such as a post office box if the United States postal service does not deliver to the new registered office; and the county in which the office is located. (b) A registered agent shall promptly furnish notice to the represented limited partnership or registered foreign limited partnership of the filing by the secretary of state of the statement of change and the changes made by the statement. Amended by 2018 Tenn. Acts, ch. 575,s 6, eff. 3/16/2018. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) If a registered agent changes the street address of the registered agent's business office, the agent shall deliver to the secretary of state for filing a statement of change that states: (1) The name of the limited partnership or registered foreign limited partnership represented by the registered agent; (2) The name of the agent as currently shown in the records of the secretary of state for the limited partnership or registered foreign limited partnership; and (3) The agent's new street address including the zip code of its new registered office; and a mailing address such as a post office box if the United States postal service does not deliver to the new registered office; and the county in which the office is located.
(1) The name of the limited partnership or registered foreign limited partnership represented by the registered agent;
(2) The name of the agent as currently shown in the records of the secretary of state for the limited partnership or registered foreign limited partnership; and
(3) The agent's new street address including the zip code of its new registered office; and a mailing address such as a post office box if the United States postal service does not deliver to the new registered office; and the county in which the office is located.
(b) A registered agent shall promptly furnish notice to the represented limited partnership or registered foreign limited partnership of the filing by the secretary of state of the statement of change and the changes made by the statement.
Amended by 2018 Tenn. Acts, ch. 575,s 6, eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-901 — TN Code / Title 61 / Chapter 1 / Section 61-1-901
Part definitions
Status: in_force

In this part: (1) "General partner" means a partner in a partnership and a general partner in a limited partnership; (2) "Limited partner" means a limited partner in a limited partnership; (3) "Limited partnership" means a limited partnership created under the Revised Uniform Limited Partnership Act of this state, compiled in chapter 2 of this title, predecessor law, or comparable law of another jurisdiction; and (4) "Partner" includes both a general partner and a limited partner. Acts 2001, ch. 353.
In this part:
(1) "General partner" means a partner in a partnership and a general partner in a limited partnership;
(2) "Limited partner" means a limited partner in a limited partnership;
(3) "Limited partnership" means a limited partnership created under the Revised Uniform Limited Partnership Act of this state, compiled in chapter 2 of this title, predecessor law, or comparable law of another jurisdiction; and
(4) "Partner" includes both a general partner and a limited partner.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-811 — TN Code / Title 61 / Chapter 3 / Section 61-3-811
Administrative dissolution
Status: in_force

(a) The secretary of state may commence a proceeding under subsection (b) to dissolve a limited partnership administratively if: (1) The limited partnership fails to pay any fee, tax, interest, or penalty required to be paid to the secretary of state; (2) The limited partnership fails to deliver an annual report to the secretary of state not later than two (2) months after the report is due; (3) The limited partnership is without a registered agent or registered office in this state for two (2) months or more; (4) The limited partnership does not notify the secretary of state within two (2) months that the limited partnership's registered agent or registered office has been changed, that the limited partnership's registered agent has resigned, or that the limited partnership's registered office has been discontinued; (5) The limited partnership submits to the secretary of state a check, bank draft, money order, or other such instrument, for payment of any fee and the instrument is dishonored upon presentation for payment; (6) A general or limited partner or other representative of a limited partnership signed a document the person knew was false in any material respect, with the intent that the document be filed with the secretary of state; or (7) The name of the limited partnership in any document filed under this chapter fails to comply with § 61-3-112 . (b) If the secretary of state determines that one (1) or more grounds exist for administratively dissolving a limited partnership, the secretary of state must serve the partnership with notice in a record of the secretary of state's determination. The record may be sent by first class mail. (c) If a limited partnership, not later than two (2) months after service of the notice under subsection (b), does not cure or demonstrate to the satisfaction of the secretary of state the nonexistence of each ground determined by the secretary of state, the secretary of state must administratively dissolve the partnership by signing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The secretary of state shall file the statement and serve a copy on the partnership pursuant to § 61-3-119 , except that the statement of administrative dissolution may be sent by first class mail. (d) A limited partnership that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up the limited partnership's activities and affairs and liquidate its assets under §§ 61-3-802 , 61-3-806 , 61-3-807 , 61-3-808 , and 61-3-810 , or to apply for reinstatement under § 61-3-812 . (e) The administrative dissolution of a limited partnership does not terminate the authority of the limited partnership's registered agent. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) The secretary of state may commence a proceeding under subsection (b) to dissolve a limited partnership administratively if: (1) The limited partnership fails to pay any fee, tax, interest, or penalty required to be paid to the secretary of state; (2) The limited partnership fails to deliver an annual report to the secretary of state not later than two (2) months after the report is due; (3) The limited partnership is without a registered agent or registered office in this state for two (2) months or more; (4) The limited partnership does not notify the secretary of state within two (2) months that the limited partnership's registered agent or registered office has been changed, that the limited partnership's registered agent has resigned, or that the limited partnership's registered office has been discontinued; (5) The limited partnership submits to the secretary of state a check, bank draft, money order, or other such instrument, for payment of any fee and the instrument is dishonored upon presentation for payment; (6) A general or limited partner or other representative of a limited partnership signed a document the person knew was false in any material respect, with the intent that the document be filed with the secretary of state; or (7) The name of the limited partnership in any document filed under this chapter fails to comply with § 61-3-112 .
(1) The limited partnership fails to pay any fee, tax, interest, or penalty required to be paid to the secretary of state;
(2) The limited partnership fails to deliver an annual report to the secretary of state not later than two (2) months after the report is due;
(3) The limited partnership is without a registered agent or registered office in this state for two (2) months or more;
(4) The limited partnership does not notify the secretary of state within two (2) months that the limited partnership's registered agent or registered office has been changed, that the limited partnership's registered agent has resigned, or that the limited partnership's registered office has been discontinued;
(5) The limited partnership submits to the secretary of state a check, bank draft, money order, or other such instrument, for payment of any fee and the instrument is dishonored upon presentation for payment;
(6) A general or limited partner or other representative of a limited partnership signed a document the person knew was false in any material respect, with the intent that the document be filed with the secretary of state; or
(7) The name of the limited partnership in any document filed under this chapter fails to comply with § 61-3-112 .
(b) If the secretary of state determines that one (1) or more grounds exist for administratively dissolving a limited partnership, the secretary of state must serve the partnership with notice in a record of the secretary of state's determination. The record may be sent by first class mail.
(c) If a limited partnership, not later than two (2) months after service of the notice under subsection (b), does not cure or demonstrate to the satisfaction of the secretary of state the nonexistence of each ground determined by the secretary of state, the secretary of state must administratively dissolve the partnership by signing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The secretary of state shall file the statement and serve a copy on the partnership pursuant to § 61-3-119 , except that the statement of administrative dissolution may be sent by first class mail.
(d) A limited partnership that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up the limited partnership's activities and affairs and liquidate its assets under §§ 61-3-802 , 61-3-806 , 61-3-807 , 61-3-808 , and 61-3-810 , or to apply for reinstatement under § 61-3-812 .
(e) The administrative dissolution of a limited partnership does not terminate the authority of the limited partnership's registered agent.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-703 — TN Code / Title 61 / Chapter 2 / Section 61-2-703
Rights of judgment creditor
Status: in_force

On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest. Acts 1988, ch. 922, § 1.
On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-1-304 — TN Code / Title 61 / Chapter 1 / Section 61-1-304
Statement of denial
Status: in_force

A partner or other person named as partner in a filed statement of partnership authority may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in § 61-1-303(c) and (d) . Acts 2001, ch. 353.
A partner or other person named as partner in a filed statement of partnership authority may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in § 61-1-303(c) and (d) .
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-107 — TN Code / Title 61 / Chapter 3 / Section 61-3-107
Required information
Status: in_force

A limited partnership shall maintain at its principal office the following information: (1) A current list showing the full name and last known street and mailing address, including zip codes, of each partner, separately identifying the general partners, and the limited partners; (2) A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed; (3) A copy of any filed articles of merger or conversion; (4) A copy of the partnership's federal, state, and local income tax returns and reports, if any, for the three (3) most recent years; (5) A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement; (6) A copy of any financial statement of the partnership for the three (3) most recent years; (7) A copy of the three (3) most recent annual reports delivered by the partnership to the secretary of state pursuant to § 61-3-211 ; (8) A copy of any record made by the partnership during the past three (3) years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and (9) Unless contained in a partnership agreement made in a record, a record stating: (A) A description and statement of the agreed value of contributions other than money made and agreed to be made by each partner; (B) The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made; (C) For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and (D) Any events upon the happening of which the partnership is to be dissolved and its activities and affairs wound up. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
A limited partnership shall maintain at its principal office the following information:
(1) A current list showing the full name and last known street and mailing address, including zip codes, of each partner, separately identifying the general partners, and the limited partners;
(2) A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed;
(3) A copy of any filed articles of merger or conversion;
(4) A copy of the partnership's federal, state, and local income tax returns and reports, if any, for the three (3) most recent years;
(5) A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;
(6) A copy of any financial statement of the partnership for the three (3) most recent years;
(7) A copy of the three (3) most recent annual reports delivered by the partnership to the secretary of state pursuant to § 61-3-211 ;
(8) A copy of any record made by the partnership during the past three (3) years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and
(9) Unless contained in a partnership agreement made in a record, a record stating: (A) A description and statement of the agreed value of contributions other than money made and agreed to be made by each partner; (B) The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made; (C) For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and (D) Any events upon the happening of which the partnership is to be dissolved and its activities and affairs wound up.
(A) A description and statement of the agreed value of contributions other than money made and agreed to be made by each partner;
(B) The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;
(C) For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and
(D) Any events upon the happening of which the partnership is to be dissolved and its activities and affairs wound up.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-1013 — TN Code / Title 61 / Chapter 3 / Section 61-3-1013
Enjoining from doing business
Status: in_force

The attorney general and reporter may maintain an action by complaint in the chancery court of any county in which a foreign limited partnership is transacting any business in this state to enjoin a foreign limited partnership from doing business in this state in violation of this part. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
The attorney general and reporter may maintain an action by complaint in the chancery court of any county in which a foreign limited partnership is transacting any business in this state to enjoin a foreign limited partnership from doing business in this state in violation of this part.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-702 — TN Code / Title 61 / Chapter 3 / Section 61-3-702
Transfer of transferable interest
Status: in_force

(a) A transfer, in whole or in part, of a transferable interest: (1) Is permissible; (2) Does not, by itself, cause a person's dissociation as a partner or a dissolution and winding up of the limited partnership's activities and affairs; and (3) Subject to § 61-3-704 , does not entitle the transferee to: (A) Participate in the management or conduct of the limited partnership's activities and affairs; or (B) Except as otherwise provided in subsection (c), have access to required information, records, or other information concerning the limited partnership's activities and affairs. (b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. (c) In a dissolution and winding up of a limited partnership, a transferee is entitled to an account of the limited partnership's transactions only from the date of dissolution. (d) A transferable interest may be evidenced by a certificate of the interest issued by a limited partnership in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate. (e) A limited partnership need not give effect to a transferee's rights under this section until the partnership knows or has notice of the transfer. (f) A transfer of a transferable interest in violation of a restriction on transfer contained in the partnership agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer. (g) Except as otherwise provided in §§ 61-3-601(b)(4)(B) and 61-3-603(4)(B) , if a general or limited partner transfers a transferable interest, the transferor retains the rights of a general or limited partner other than the transferable interest transferred and retains all the duties and obligations of a general or limited partner. (h) If a general or limited partner transfers a transferable interest to a person that becomes a general or limited partner with respect to the transferred interest, the transferee is liable for the transferor's obligations under §§ 61-3-502 and 61-3-505 known to the transferee when the transferee becomes a partner. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A transfer, in whole or in part, of a transferable interest: (1) Is permissible; (2) Does not, by itself, cause a person's dissociation as a partner or a dissolution and winding up of the limited partnership's activities and affairs; and (3) Subject to § 61-3-704 , does not entitle the transferee to: (A) Participate in the management or conduct of the limited partnership's activities and affairs; or (B) Except as otherwise provided in subsection (c), have access to required information, records, or other information concerning the limited partnership's activities and affairs.
(1) Is permissible;
(2) Does not, by itself, cause a person's dissociation as a partner or a dissolution and winding up of the limited partnership's activities and affairs; and
(3) Subject to § 61-3-704 , does not entitle the transferee to: (A) Participate in the management or conduct of the limited partnership's activities and affairs; or (B) Except as otherwise provided in subsection (c), have access to required information, records, or other information concerning the limited partnership's activities and affairs.
(A) Participate in the management or conduct of the limited partnership's activities and affairs; or
(B) Except as otherwise provided in subsection (c), have access to required information, records, or other information concerning the limited partnership's activities and affairs.
(b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(c) In a dissolution and winding up of a limited partnership, a transferee is entitled to an account of the limited partnership's transactions only from the date of dissolution.
(d) A transferable interest may be evidenced by a certificate of the interest issued by a limited partnership in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
(e) A limited partnership need not give effect to a transferee's rights under this section until the partnership knows or has notice of the transfer.
(f) A transfer of a transferable interest in violation of a restriction on transfer contained in the partnership agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer.
(g) Except as otherwise provided in §§ 61-3-601(b)(4)(B) and 61-3-603(4)(B) , if a general or limited partner transfers a transferable interest, the transferor retains the rights of a general or limited partner other than the transferable interest transferred and retains all the duties and obligations of a general or limited partner.
(h) If a general or limited partner transfers a transferable interest to a person that becomes a general or limited partner with respect to the transferred interest, the transferee is liable for the transferor's obligations under §§ 61-3-502 and 61-3-505 known to the transferee when the transferee becomes a partner.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-803 — TN Code / Title 61 / Chapter 1 / Section 61-1-803
Right to wind up partnership business
Status: in_force

(a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, a court of equity jurisdiction in the county where the partnership's chief executive office is or was last located, for good cause shown, may order judicial supervision of the winding up. (b) The legal representative of the last surviving partner may wind up a partnership's business. (c) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to § 61-1-807 , settle disputes by mediation or arbitration, and perform other necessary acts. Acts 2001, ch. 353.
(a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, a court of equity jurisdiction in the county where the partnership's chief executive office is or was last located, for good cause shown, may order judicial supervision of the winding up.
(b) The legal representative of the last surviving partner may wind up a partnership's business.
(c) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to § 61-1-807 , settle disputes by mediation or arbitration, and perform other necessary acts.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-1201 — TN Code / Title 61 / Chapter 3 / Section 61-3-1201
Uniformity of application and construction
Status: in_force

In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. The rule that statutes in derogation of the common law are to be strictly construed does not apply to this chapter. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. The rule that statutes in derogation of the common law are to be strictly construed does not apply to this chapter.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-608 — TN Code / Title 61 / Chapter 2 / Section 61-2-608
Priority between limited partners
Status: in_force

Where there are several limited partners, the members may agree that one (1) or more of the limited partners shall have a priority over other limited partners as to the return of their contributions, as to their compensation by way of income, or as to any other matter. If such an agreement is made, it shall be stated in the partnership agreement, and in the absence of such a statement, all the limited partners shall stand upon equal footing. Acts 1988, ch. 922, § 1; T.C.A., § 61-2-609 ; Acts 1989, ch. 270, § 56.
Where there are several limited partners, the members may agree that one (1) or more of the limited partners shall have a priority over other limited partners as to the return of their contributions, as to their compensation by way of income, or as to any other matter. If such an agreement is made, it shall be stated in the partnership agreement, and in the absence of such a statement, all the limited partners shall stand upon equal footing.
Acts 1988, ch. 922, § 1; T.C.A., § 61-2-609 ; Acts 1989, ch. 270, § 56.
Tenn. Code Ann. § 61-2-206 — TN Code / Title 61 / Chapter 2 / Section 61-2-206
Filing - Recording - Fee
Status: in_force

(a) The original signed copy of the certificate of limited partnership and of any certificate of amendment or cancellation (or of any judicial decree of amendment or cancellation) and of any certificate of merger or consolidation and of any restated certificate shall be filed with the secretary of state in accordance with part 11 of this chapter. (b) Each certificate required by this part to be filed with the secretary of state shall also be recorded in the office of the register of deeds in the county in which the limited partnership is to have its principal office if such principal office is in Tennessee; provided, however, that when such certificate is filed by the secretary of state, the matters covered by such certificate shall be effective as stated therein, and a copy of such certificate certified by the secretary of state shall be conclusive evidence of the matters covered therein. The register of deeds may charge five dollars ($5.00) plus fifty cents (50¢) per page in excess of five (5) pages for such filing. Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 19, 20.
(a) The original signed copy of the certificate of limited partnership and of any certificate of amendment or cancellation (or of any judicial decree of amendment or cancellation) and of any certificate of merger or consolidation and of any restated certificate shall be filed with the secretary of state in accordance with part 11 of this chapter.
(b) Each certificate required by this part to be filed with the secretary of state shall also be recorded in the office of the register of deeds in the county in which the limited partnership is to have its principal office if such principal office is in Tennessee; provided, however, that when such certificate is filed by the secretary of state, the matters covered by such certificate shall be effective as stated therein, and a copy of such certificate certified by the secretary of state shall be conclusive evidence of the matters covered therein. The register of deeds may charge five dollars ($5.00) plus fifty cents (50¢) per page in excess of five (5) pages for such filing.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 19, 20.
Tenn. Code Ann. § 61-1-406 — TN Code / Title 61 / Chapter 1 / Section 61-1-406
Continuation of partnership beyond definite term or particular undertaking
Status: in_force

(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will. (b) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue on the basis described in subsection (a). Acts 2001, ch. 353.
(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
(b) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue on the basis described in subsection (a).
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-2-801 — TN Code / Title 61 / Chapter 2 / Section 61-2-801
When required - Exception
Status: in_force

(a) A limited partnership is dissolved and its affairs shall be wound up upon the first to occur of the following: (1) At the time or upon the happening of events specified in the partnership agreement; (2) Written consent of all partners; (3) In the event of withdrawal of a general partner, unless at the time there is at least one (1) other general partner and the partnership agreement permits the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within ninety (90) days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment, effective as of the date of withdrawal, of one (1) or more additional general partners if necessary or desired; or (4) Entry of a decree of judicial dissolution under § 61-2-802 . (b) Upon dissolution of the limited partnership, a certificate of cancellation must be filed pursuant to § 61-2-203 . Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 63, 64.
(a) A limited partnership is dissolved and its affairs shall be wound up upon the first to occur of the following: (1) At the time or upon the happening of events specified in the partnership agreement; (2) Written consent of all partners; (3) In the event of withdrawal of a general partner, unless at the time there is at least one (1) other general partner and the partnership agreement permits the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within ninety (90) days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment, effective as of the date of withdrawal, of one (1) or more additional general partners if necessary or desired; or (4) Entry of a decree of judicial dissolution under § 61-2-802 .
(1) At the time or upon the happening of events specified in the partnership agreement;
(2) Written consent of all partners;
(3) In the event of withdrawal of a general partner, unless at the time there is at least one (1) other general partner and the partnership agreement permits the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within ninety (90) days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment, effective as of the date of withdrawal, of one (1) or more additional general partners if necessary or desired; or
(4) Entry of a decree of judicial dissolution under § 61-2-802 .
(b) Upon dissolution of the limited partnership, a certificate of cancellation must be filed pursuant to § 61-2-203 .
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 63, 64.
Tenn. Code Ann. § 61-2-607 — TN Code / Title 61 / Chapter 2 / Section 61-2-607
Limitations on distribution
Status: in_force

(a) A limited partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests and liabilities for which the recourse of creditors is limited to specified property of the limited partnership, exceed the fair value of the assets of the limited partnership, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the limited partnership only to the extent that the fair value of that property exceeds that liability. (b) A limited partner who receives a distribution in violation of subsection (a), and who knew at the time of the distribution that the distribution violated subsection (a), shall be liable to the limited partnership for the amount of the distribution. A limited partner who receives a distribution in violation of subsection (a), and who did not know at the time of the distribution that the distribution violated subsection (a), shall not be liable for the amount of the distribution. Subject to subsection (c), this subsection (b) shall not affect any obligation or liability of a limited partner under a partnership agreement or other applicable law for the amount of a distribution. (c) Unless otherwise agreed, a limited partner who receives a distribution from a limited partnership shall have no liability under this chapter or other applicable law for the amount of the distribution after the expiration of three (3) years from the date of the distribution. Acts 1988, ch. 922, § 1; 1989, ch. 270, § 55.
(a) A limited partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests and liabilities for which the recourse of creditors is limited to specified property of the limited partnership, exceed the fair value of the assets of the limited partnership, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the limited partnership only to the extent that the fair value of that property exceeds that liability.
(b) A limited partner who receives a distribution in violation of subsection (a), and who knew at the time of the distribution that the distribution violated subsection (a), shall be liable to the limited partnership for the amount of the distribution. A limited partner who receives a distribution in violation of subsection (a), and who did not know at the time of the distribution that the distribution violated subsection (a), shall not be liable for the amount of the distribution. Subject to subsection (c), this subsection (b) shall not affect any obligation or liability of a limited partner under a partnership agreement or other applicable law for the amount of a distribution.
(c) Unless otherwise agreed, a limited partner who receives a distribution from a limited partnership shall have no liability under this chapter or other applicable law for the amount of the distribution after the expiration of three (3) years from the date of the distribution.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 55.
Tenn. Code Ann. § 61-3-1106 — TN Code / Title 61 / Chapter 3 / Section 61-3-1106
Approval of merger
Status: in_force

(a) A plan of merger is not effective unless the plan has been approved: (1) By a domestic merging limited partnership, the affirmative vote or consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective; and (2) In a record, by each partner of a domestic merging limited partnership that will have interest holder liability for debts, obligations, and other liabilities that are incurred after the merger becomes effective, unless: (A) The partnership agreement of the partnership provides in a record for the approval of a merger in which some or all of its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all the partners; and (B) The partner consented in a record to or voted for that provision of the partnership agreement or became a partner after the adoption of that provision. (b) A merger involving a domestic merging entity that is not a limited partnership is not effective unless the merger is approved by that entity in accordance with the entity's organic law. (c) A merger involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A plan of merger is not effective unless the plan has been approved: (1) By a domestic merging limited partnership, the affirmative vote or consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective; and (2) In a record, by each partner of a domestic merging limited partnership that will have interest holder liability for debts, obligations, and other liabilities that are incurred after the merger becomes effective, unless: (A) The partnership agreement of the partnership provides in a record for the approval of a merger in which some or all of its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all the partners; and (B) The partner consented in a record to or voted for that provision of the partnership agreement or became a partner after the adoption of that provision.
(1) By a domestic merging limited partnership, the affirmative vote or consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective; and
(2) In a record, by each partner of a domestic merging limited partnership that will have interest holder liability for debts, obligations, and other liabilities that are incurred after the merger becomes effective, unless: (A) The partnership agreement of the partnership provides in a record for the approval of a merger in which some or all of its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all the partners; and (B) The partner consented in a record to or voted for that provision of the partnership agreement or became a partner after the adoption of that provision.
(A) The partnership agreement of the partnership provides in a record for the approval of a merger in which some or all of its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all the partners; and
(B) The partner consented in a record to or voted for that provision of the partnership agreement or became a partner after the adoption of that provision.
(b) A merger involving a domestic merging entity that is not a limited partnership is not effective unless the merger is approved by that entity in accordance with the entity's organic law.
(c) A merger involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-203 — TN Code / Title 61 / Chapter 2 / Section 61-2-203
Cancellation generally - Continuation of limited partnership after cancellation of certificate
Status: in_force

(a) A certificate of limited partnership shall be cancelled upon the dissolution and the completion of winding up of the limited partnership or at any other time there are no limited partners. (b) A certificate of cancellation shall be filed with the secretary of state and set forth: (1) The name of the limited partnership; (2) The date of filing of its certificate of limited partnership; (3) The reason for filing the certificate of cancellation; (4) The future effective date or time (which shall be a date or time certain) of cancellation if it is not to be effective upon the filing of the certificate; and (5) Any other information which the person filing the certificate of cancellation determines necessary to include. (c) The secretary of state shall file the certificate of cancellation if the secretary of state finds that the certificate of cancellation: (1) Complies with subsection (b); and (2) Is accompanied by a tax clearance for termination or withdrawal relative to such limited partnership; provided, however, that a confirmation of good standing shall be required in lieu of the tax clearance for termination or withdrawal if the limited partnership indicates in the certificate of cancellation that the limited partnership is converting to another entity type. Acts 1988, ch. 922, § 1; 1989, ch. 270, § 13; 1999, ch. 363, § 1; 2009 , ch. 354, § 2; 2010 , ch. 741, § 53.
(a) A certificate of limited partnership shall be cancelled upon the dissolution and the completion of winding up of the limited partnership or at any other time there are no limited partners.
(b) A certificate of cancellation shall be filed with the secretary of state and set forth: (1) The name of the limited partnership; (2) The date of filing of its certificate of limited partnership; (3) The reason for filing the certificate of cancellation; (4) The future effective date or time (which shall be a date or time certain) of cancellation if it is not to be effective upon the filing of the certificate; and (5) Any other information which the person filing the certificate of cancellation determines necessary to include.
(1) The name of the limited partnership;
(2) The date of filing of its certificate of limited partnership;
(3) The reason for filing the certificate of cancellation;
(4) The future effective date or time (which shall be a date or time certain) of cancellation if it is not to be effective upon the filing of the certificate; and
(5) Any other information which the person filing the certificate of cancellation determines necessary to include.
(c) The secretary of state shall file the certificate of cancellation if the secretary of state finds that the certificate of cancellation: (1) Complies with subsection (b); and (2) Is accompanied by a tax clearance for termination or withdrawal relative to such limited partnership; provided, however, that a confirmation of good standing shall be required in lieu of the tax clearance for termination or withdrawal if the limited partnership indicates in the certificate of cancellation that the limited partnership is converting to another entity type.
(1) Complies with subsection (b); and
(2) Is accompanied by a tax clearance for termination or withdrawal relative to such limited partnership; provided, however, that a confirmation of good standing shall be required in lieu of the tax clearance for termination or withdrawal if the limited partnership indicates in the certificate of cancellation that the limited partnership is converting to another entity type.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 13; 1999, ch. 363, § 1; 2009 , ch. 354, § 2; 2010 , ch. 741, § 53.
Tenn. Code Ann. § 61-3-502 — TN Code / Title 61 / Chapter 3 / Section 61-3-502
Liability for contribution
Status: in_force

(a) A person's obligation to make a contribution to a limited partnership is not excused by the person's death, disability, termination, or other inability to perform personally. (b) If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the limited partnership to contribute money equal to the value, as stated in the required information, of the part of the contribution that has not been made. The foregoing option is in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited partnership may have against the partner under the partnership agreement or applicable law. (c) A conditional obligation of a partner to make a contribution or return money or other property to a limited partnership shall not be enforced unless the conditions to the obligation have been satisfied or waived as to or by the partner. Conditional obligations include contributions payable upon a discretionary call of a limited partnership or a general partner prior to the time the call occurs. (d) The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all the partners. If a creditor of a limited partnership extends credit or otherwise acts in reliance on an obligation described in subsection (a) without knowledge or notice of a compromise under this subsection (d), the creditor may enforce the obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a partner to make a contribution. (e) A partnership agreement may provide that the interest of any partner who fails to make any contribution that the partner is obligated to make is subject to specified penalties for, or specified consequences of, the failure. The penalty or consequence may take the form of: (1) Reducing or eliminating the defaulting partner's proportionate interest in the limited partnership; (2) Subordinating the defaulting partner's partnership interest to that of nondefaulting partners; (3) A forced sale of the defaulting partner's partnership interest; (4) Forfeiture of the defaulting partner's partnership interest; (5) The lending by other partners of the amount necessary to meet the defaulting partner's commitment; (6) A fixing of the value of the defaulting partner's partnership interest by appraisal or by formula and redemption or sale of the defaulting partner's partnership interest at such value; or (7) Other penalty or consequence. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A person's obligation to make a contribution to a limited partnership is not excused by the person's death, disability, termination, or other inability to perform personally.
(b) If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the limited partnership to contribute money equal to the value, as stated in the required information, of the part of the contribution that has not been made. The foregoing option is in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited partnership may have against the partner under the partnership agreement or applicable law.
(c) A conditional obligation of a partner to make a contribution or return money or other property to a limited partnership shall not be enforced unless the conditions to the obligation have been satisfied or waived as to or by the partner. Conditional obligations include contributions payable upon a discretionary call of a limited partnership or a general partner prior to the time the call occurs.
(d) The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all the partners. If a creditor of a limited partnership extends credit or otherwise acts in reliance on an obligation described in subsection (a) without knowledge or notice of a compromise under this subsection (d), the creditor may enforce the obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a partner to make a contribution.
(e) A partnership agreement may provide that the interest of any partner who fails to make any contribution that the partner is obligated to make is subject to specified penalties for, or specified consequences of, the failure. The penalty or consequence may take the form of: (1) Reducing or eliminating the defaulting partner's proportionate interest in the limited partnership; (2) Subordinating the defaulting partner's partnership interest to that of nondefaulting partners; (3) A forced sale of the defaulting partner's partnership interest; (4) Forfeiture of the defaulting partner's partnership interest; (5) The lending by other partners of the amount necessary to meet the defaulting partner's commitment; (6) A fixing of the value of the defaulting partner's partnership interest by appraisal or by formula and redemption or sale of the defaulting partner's partnership interest at such value; or (7) Other penalty or consequence.
(1) Reducing or eliminating the defaulting partner's proportionate interest in the limited partnership;
(2) Subordinating the defaulting partner's partnership interest to that of nondefaulting partners;
(3) A forced sale of the defaulting partner's partnership interest;
(4) Forfeiture of the defaulting partner's partnership interest;
(5) The lending by other partners of the amount necessary to meet the defaulting partner's commitment;
(6) A fixing of the value of the defaulting partner's partnership interest by appraisal or by formula and redemption or sale of the defaulting partner's partnership interest at such value; or
(7) Other penalty or consequence.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-605 — TN Code / Title 61 / Chapter 2 / Section 61-2-605
Distribution in kind
Status: in_force

Except as provided in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset, which is equal to the percentage in which he shares in distributions from the limited partnership. Acts 1988, ch. 922, § 1.
Except as provided in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset, which is equal to the percentage in which he shares in distributions from the limited partnership.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-2-502 — TN Code / Title 61 / Chapter 2 / Section 61-2-502
Obligation of partner - Failure to contribute
Status: in_force

(a) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the agreed value (as stated in the records of the limited partnership) of the contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited partnership may have against such partner under the partnership agreement or applicable law. (b) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit after the entering into of a partnership agreement or an amendment thereto which, in either case, reflects the obligation, and before the amendment thereof to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a partner to make a contribution or return. A conditional obligation of a partner to make a contribution or return money or other property to a limited partnership may not be enforced unless the conditions to the obligation have been satisfied or waived as to or by such partner. Conditional obligations include contributions payable upon a discretionary call of a limited partnership or a general partner prior to the time the call occurs. (c) A partnership agreement may provide that the interest of any partner who fails to make any contribution that he is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of: (1) Reducing or eliminating the defaulting partner's proportionate interest in the limited partnership; (2) Subordinating his partnership interest to that of nondefaulting partners; (3) A forced sale of his partnership interest; (4) Forfeiture of his partnership interest; (5) The lending by other partners of the amount necessary to meet his commitment; (6) A fixing of the value of his partnership interest by appraisal or by formula and redemption or sale of his partnership interest at such value; or (7) Other penalty or consequence. Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 48-51.
(a) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the agreed value (as stated in the records of the limited partnership) of the contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited partnership may have against such partner under the partnership agreement or applicable law.
(b) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit after the entering into of a partnership agreement or an amendment thereto which, in either case, reflects the obligation, and before the amendment thereof to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a partner to make a contribution or return. A conditional obligation of a partner to make a contribution or return money or other property to a limited partnership may not be enforced unless the conditions to the obligation have been satisfied or waived as to or by such partner. Conditional obligations include contributions payable upon a discretionary call of a limited partnership or a general partner prior to the time the call occurs.
(c) A partnership agreement may provide that the interest of any partner who fails to make any contribution that he is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of: (1) Reducing or eliminating the defaulting partner's proportionate interest in the limited partnership; (2) Subordinating his partnership interest to that of nondefaulting partners; (3) A forced sale of his partnership interest; (4) Forfeiture of his partnership interest; (5) The lending by other partners of the amount necessary to meet his commitment; (6) A fixing of the value of his partnership interest by appraisal or by formula and redemption or sale of his partnership interest at such value; or (7) Other penalty or consequence.
(1) Reducing or eliminating the defaulting partner's proportionate interest in the limited partnership;
(2) Subordinating his partnership interest to that of nondefaulting partners;
(3) A forced sale of his partnership interest;
(4) Forfeiture of his partnership interest;
(5) The lending by other partners of the amount necessary to meet his commitment;
(6) A fixing of the value of his partnership interest by appraisal or by formula and redemption or sale of his partnership interest at such value; or
(7) Other penalty or consequence.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 48-51.
Tenn. Code Ann. § 61-2-107 — TN Code / Title 61 / Chapter 2 / Section 61-2-107
Business permitted
Status: in_force

A limited partnership may carry on any business that a partnership without limited partners may carry on, unless otherwise prohibited by law. Acts 1988, ch. 922, § 1.
A limited partnership may carry on any business that a partnership without limited partners may carry on, unless otherwise prohibited by law.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-1-907 — TN Code / Title 61 / Chapter 1 / Section 61-1-907
Statement of merger
Status: in_force

(a) After a merger, the surviving partnership or limited partnership may file a statement that one (1) or more partnerships or limited partnerships have merged into the surviving entity. (b) A statement of merger must contain: (1) The name of each partnership or limited partnership that is a party to the merger; (2) The name of the surviving entity into which the other partnerships or limited partnership were merged; (3) The street address of the surviving entity's chief executive office (and a mailing address such as a post office box if the United States postal service does not deliver to the chief executive office) and of an office in this state, if any; and (4) Whether the surviving entity is a partnership or a limited partnership. (c) Except as otherwise provided in subsection (d), for the purposes of § 61-1-302 , property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger. (d) For the purposes of § 61-1-302 , real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property. (e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to § 61-1-105(c) , stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (b), operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (c) and (d). Amended by 2014 Tenn. Acts, ch. 783,s 18, eff. 7/1/2014. Acts 2001, ch. 353.
(a) After a merger, the surviving partnership or limited partnership may file a statement that one (1) or more partnerships or limited partnerships have merged into the surviving entity.
(b) A statement of merger must contain: (1) The name of each partnership or limited partnership that is a party to the merger; (2) The name of the surviving entity into which the other partnerships or limited partnership were merged; (3) The street address of the surviving entity's chief executive office (and a mailing address such as a post office box if the United States postal service does not deliver to the chief executive office) and of an office in this state, if any; and (4) Whether the surviving entity is a partnership or a limited partnership.
(1) The name of each partnership or limited partnership that is a party to the merger;
(2) The name of the surviving entity into which the other partnerships or limited partnership were merged;
(3) The street address of the surviving entity's chief executive office (and a mailing address such as a post office box if the United States postal service does not deliver to the chief executive office) and of an office in this state, if any; and
(4) Whether the surviving entity is a partnership or a limited partnership.
(c) Except as otherwise provided in subsection (d), for the purposes of § 61-1-302 , property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.
(d) For the purposes of § 61-1-302 , real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.
(e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to § 61-1-105(c) , stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (b), operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (c) and (d).
Amended by 2014 Tenn. Acts, ch. 783,s 18, eff. 7/1/2014.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-2-503 — TN Code / Title 61 / Chapter 2 / Section 61-2-503
Allocation of profits and losses
Status: in_force

The profits and losses of a limited partnership shall be allocated among the partners, and among classes or groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, profits and losses shall be allocated on the basis of the agreed value (as stated in the records of the limited partnership) of the contributions made by each partner to the extent they have been received by the limited partnership and have not been returned. Acts 1988, ch. 922, § 1.
The profits and losses of a limited partnership shall be allocated among the partners, and among classes or groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, profits and losses shall be allocated on the basis of the agreed value (as stated in the records of the limited partnership) of the contributions made by each partner to the extent they have been received by the limited partnership and have not been returned.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-2-209 — TN Code / Title 61 / Chapter 2 / Section 61-2-209
Delivery to partners
Status: in_force

Upon the return by the secretary of state pursuant to § 61-2-1106 of a certificate marked "Filed," the general partners shall promptly deliver or mail a copy of the certificate to each limited partner, if the partnership agreement so requires. Acts 1988, ch. 922, § 1.
Upon the return by the secretary of state pursuant to § 61-2-1106 of a certificate marked "Filed," the general partners shall promptly deliver or mail a copy of the certificate to each limited partner, if the partnership agreement so requires.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-1-802 — TN Code / Title 61 / Chapter 1 / Section 61-1-802
Partnership continues after dissolution
Status: in_force

(a) Subject to subsection (b), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. (b) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event: (1) The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and (2) The rights of a third party accruing under § 61-1-804(1) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected. Acts 2001, ch. 353.
(a) Subject to subsection (b), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.
(b) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event: (1) The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and (2) The rights of a third party accruing under § 61-1-804(1) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.
(1) The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and
(2) The rights of a third party accruing under § 61-1-804(1) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-1-504 — TN Code / Title 61 / Chapter 1 / Section 61-1-504
Partner's transferable interest subject to charging order
Status: in_force

(a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require. (b) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee. (c) At any time before foreclosure, an interest charged may be redeemed: (1) By the judgment debtor; (2) With property other than partnership property, by one (1) or more of the other partners; or (3) With partnership property, by one (1) or more of the other partners with the consent of all of the partners whose interests are not so charged. (d) This chapter does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership. (e) This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership. Acts 2001, ch. 353.
(a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require.
(b) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
(c) At any time before foreclosure, an interest charged may be redeemed: (1) By the judgment debtor; (2) With property other than partnership property, by one (1) or more of the other partners; or (3) With partnership property, by one (1) or more of the other partners with the consent of all of the partners whose interests are not so charged.
(1) By the judgment debtor;
(2) With property other than partnership property, by one (1) or more of the other partners; or
(3) With partnership property, by one (1) or more of the other partners with the consent of all of the partners whose interests are not so charged.
(d) This chapter does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.
(e) This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-1002 — TN Code / Title 61 / Chapter 3 / Section 61-3-1002
Registration to do business in this state
Status: in_force

(a) A foreign limited partnership shall not do business in this state until the foreign limited partnership registers with the secretary of state under this part. (b) A foreign limited partnership doing business in this state shall not maintain an action or proceeding in this state unless the foreign limited partnership is registered to do business in this state and has paid to this state all fees for the years or parts thereof during which the foreign limited partnership did business in this state without having registered. (c) The failure of a foreign limited partnership to register to do business in this state does not impair the validity of a contract or act of the foreign limited partnership or preclude the foreign limited partnership from defending an action or proceeding in this state. (d) A limitation on the liability of a general partner or limited partner of a foreign limited partnership is not waived solely because the foreign limited partnership does business in this state without registering to do business in this state. (e) Section 61-3-1001(a) and (b) applies even if the foreign limited partnership fails to register under this part. (f) Any foreign limited partnership doing business in this state without first having registered shall be fined and shall pay to the secretary of state three (3) times the otherwise required filing fees for each year or part thereof during which the foreign limited partnership failed to register in this state. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A foreign limited partnership shall not do business in this state until the foreign limited partnership registers with the secretary of state under this part.
(b) A foreign limited partnership doing business in this state shall not maintain an action or proceeding in this state unless the foreign limited partnership is registered to do business in this state and has paid to this state all fees for the years or parts thereof during which the foreign limited partnership did business in this state without having registered.
(c) The failure of a foreign limited partnership to register to do business in this state does not impair the validity of a contract or act of the foreign limited partnership or preclude the foreign limited partnership from defending an action or proceeding in this state.
(d) A limitation on the liability of a general partner or limited partner of a foreign limited partnership is not waived solely because the foreign limited partnership does business in this state without registering to do business in this state.
(e) Section 61-3-1001(a) and (b) applies even if the foreign limited partnership fails to register under this part.
(f) Any foreign limited partnership doing business in this state without first having registered shall be fined and shall pay to the secretary of state three (3) times the otherwise required filing fees for each year or part thereof during which the foreign limited partnership failed to register in this state.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-602 — TN Code / Title 61 / Chapter 1 / Section 61-1-602
Partner's power to dissociate - Wrongful dissociation
Status: in_force

(a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to § 61-1-601(1) . (b) A partner's dissociation is wrongful only if: (1) It is in breach of an express provision of the partnership agreement; or (2) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking: (A) The partner withdraws by express will, unless the withdrawal follows within ninety (90) days after another partner's dissociation by death or otherwise under § 61-1-601(6)-(10) or wrongful dissociation under this subsection (b); (B) The partner is expelled by judicial determination under § 61-1-601(5) ; (C) The partner is dissociated by becoming a debtor in bankruptcy; or (D) In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated. (c) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners. Acts 2001, ch. 353.
(a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to § 61-1-601(1) .
(b) A partner's dissociation is wrongful only if: (1) It is in breach of an express provision of the partnership agreement; or (2) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking: (A) The partner withdraws by express will, unless the withdrawal follows within ninety (90) days after another partner's dissociation by death or otherwise under § 61-1-601(6)-(10) or wrongful dissociation under this subsection (b); (B) The partner is expelled by judicial determination under § 61-1-601(5) ; (C) The partner is dissociated by becoming a debtor in bankruptcy; or (D) In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.
(1) It is in breach of an express provision of the partnership agreement; or
(2) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking: (A) The partner withdraws by express will, unless the withdrawal follows within ninety (90) days after another partner's dissociation by death or otherwise under § 61-1-601(6)-(10) or wrongful dissociation under this subsection (b); (B) The partner is expelled by judicial determination under § 61-1-601(5) ; (C) The partner is dissociated by becoming a debtor in bankruptcy; or (D) In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.
(A) The partner withdraws by express will, unless the withdrawal follows within ninety (90) days after another partner's dissociation by death or otherwise under § 61-1-601(6)-(10) or wrongful dissociation under this subsection (b);
(B) The partner is expelled by judicial determination under § 61-1-601(5) ;
(C) The partner is dissociated by becoming a debtor in bankruptcy; or
(D) In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.
(c) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-807 — TN Code / Title 61 / Chapter 3 / Section 61-3-807
Other claims against dissolved limited partnership
Status: in_force

(a) A dissolved limited partnership may publish notice of the limited partnership's dissolution and request persons having claims against the partnership to present them in accordance with the notice. (b) A notice under subsection (a) must: (1) Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited partnership's principal office is located or, if the principal office is not located in this state, in the county in which the office of the partnership's registered agent is or was last located; (2) Describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address, including zip code, to which the claim is to be sent; (3) State that a claim against the partnership is barred unless an action to enforce the claim is commenced not later than two (2) years after publication of the notice; and (4) Unless the partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership also bars any corresponding claim against any general partner or person dissociated as a general partner that is based on § 61-3-404 . (c) If a dissolved limited partnership publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the partnership not later than two (2) years after the publication date of the notice: (1) A claimant that did not receive notice in a record under § 61-3-806 ; (2) A claimant whose claim was timely sent to the limited partnership but not acted on; and (3) A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution. (d) A claim not barred under this section or § 61-3-806 may be enforced: (1) Against the dissolved limited partnership, to the extent of the limited partnership's undistributed assets; (2) Except as otherwise provided in § 61-3-808 , if assets of the limited partnership have been distributed after dissolution, against a partner or transferee to the extent of that person's proportionate share of the claim or of the limited partnership's assets distributed to the partner or transferee after dissolution, whichever is less, but a person's total liability for all claims under this subdivision (d)(2) must not exceed the total amount of assets distributed to the person after dissolution; and (3) Against any person liable on the claim under §§ 61-3-404 and 61-3-607 . Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A dissolved limited partnership may publish notice of the limited partnership's dissolution and request persons having claims against the partnership to present them in accordance with the notice.
(b) A notice under subsection (a) must: (1) Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited partnership's principal office is located or, if the principal office is not located in this state, in the county in which the office of the partnership's registered agent is or was last located; (2) Describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address, including zip code, to which the claim is to be sent; (3) State that a claim against the partnership is barred unless an action to enforce the claim is commenced not later than two (2) years after publication of the notice; and (4) Unless the partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership also bars any corresponding claim against any general partner or person dissociated as a general partner that is based on § 61-3-404 .
(1) Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited partnership's principal office is located or, if the principal office is not located in this state, in the county in which the office of the partnership's registered agent is or was last located;
(2) Describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address, including zip code, to which the claim is to be sent;
(3) State that a claim against the partnership is barred unless an action to enforce the claim is commenced not later than two (2) years after publication of the notice; and
(4) Unless the partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership also bars any corresponding claim against any general partner or person dissociated as a general partner that is based on § 61-3-404 .
(c) If a dissolved limited partnership publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the partnership not later than two (2) years after the publication date of the notice: (1) A claimant that did not receive notice in a record under § 61-3-806 ; (2) A claimant whose claim was timely sent to the limited partnership but not acted on; and (3) A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.
(1) A claimant that did not receive notice in a record under § 61-3-806 ;
(2) A claimant whose claim was timely sent to the limited partnership but not acted on; and
(3) A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.
(d) A claim not barred under this section or § 61-3-806 may be enforced: (1) Against the dissolved limited partnership, to the extent of the limited partnership's undistributed assets; (2) Except as otherwise provided in § 61-3-808 , if assets of the limited partnership have been distributed after dissolution, against a partner or transferee to the extent of that person's proportionate share of the claim or of the limited partnership's assets distributed to the partner or transferee after dissolution, whichever is less, but a person's total liability for all claims under this subdivision (d)(2) must not exceed the total amount of assets distributed to the person after dissolution; and (3) Against any person liable on the claim under §§ 61-3-404 and 61-3-607 .
(1) Against the dissolved limited partnership, to the extent of the limited partnership's undistributed assets;
(2) Except as otherwise provided in § 61-3-808 , if assets of the limited partnership have been distributed after dissolution, against a partner or transferee to the extent of that person's proportionate share of the claim or of the limited partnership's assets distributed to the partner or transferee after dissolution, whichever is less, but a person's total liability for all claims under this subdivision (d)(2) must not exceed the total amount of assets distributed to the person after dissolution; and
(3) Against any person liable on the claim under §§ 61-3-404 and 61-3-607 .
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-704 — TN Code / Title 61 / Chapter 1 / Section 61-1-704
Statement of dissociation
Status: in_force

(a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. (b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of § 61-1-303(c) and (d) . (c) For the purposes of §§ 61-1-702(a)(3) and 61-1-703(b)(3) , a person not a partner is deemed to have notice of the dissociation ninety (90) days after the statement of dissociation is filed. Acts 2001, ch. 353.
(a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.
(b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of § 61-1-303(c) and (d) .
(c) For the purposes of §§ 61-1-702(a)(3) and 61-1-703(b)(3) , a person not a partner is deemed to have notice of the dissociation ninety (90) days after the statement of dissociation is filed.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-119 — TN Code / Title 61 / Chapter 3 / Section 61-3-119
Service of process, notice, or demand
Status: in_force

(a) A limited partnership's registered agent is the limited partnership's agent for service of process, notice, or demand required or permitted by law to be served on the limited partnership. (b) The secretary of state shall be an agent of a limited partnership upon whom any process, notice, or demand may be served when: (1) A domestic or foreign limited partnership authorized to do business in this state fails to appoint or maintain a registered agent in this state; (2) Its registered agent cannot be found with reasonable diligence; (3) A foreign limited partnership transacts business or conducts affairs in this state without first submitting an application for registration with the secretary of state; or (4) The registration of a foreign limited partnership has been cancelled. (c) Whenever a domestic or foreign limited partnership authorized to do business in this state is an employer within the meaning of the Workers' Compensation Law, compiled in title 50, chapter 6, and the limited partnership is, for the purpose of workers' compensation, self-insured or a part of a self-insurance pool as provided in title 50, chapter 6, part 4, the limited partnership shall, for workers' compensation actions only, be required to appoint the commissioner of commerce and insurance and the commissioner's chief deputy, or their successors, as its true and lawful attorneys upon either of whom all lawful process in any such action or legal proceeding may be served, as is required of insurance companies by title 56, chapter 2. (d) This section does not prescribe the only means, or necessarily the required means, of serving a limited partnership. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A limited partnership's registered agent is the limited partnership's agent for service of process, notice, or demand required or permitted by law to be served on the limited partnership.
(b) The secretary of state shall be an agent of a limited partnership upon whom any process, notice, or demand may be served when: (1) A domestic or foreign limited partnership authorized to do business in this state fails to appoint or maintain a registered agent in this state; (2) Its registered agent cannot be found with reasonable diligence; (3) A foreign limited partnership transacts business or conducts affairs in this state without first submitting an application for registration with the secretary of state; or (4) The registration of a foreign limited partnership has been cancelled.
(1) A domestic or foreign limited partnership authorized to do business in this state fails to appoint or maintain a registered agent in this state;
(2) Its registered agent cannot be found with reasonable diligence;
(3) A foreign limited partnership transacts business or conducts affairs in this state without first submitting an application for registration with the secretary of state; or
(4) The registration of a foreign limited partnership has been cancelled.
(c) Whenever a domestic or foreign limited partnership authorized to do business in this state is an employer within the meaning of the Workers' Compensation Law, compiled in title 50, chapter 6, and the limited partnership is, for the purpose of workers' compensation, self-insured or a part of a self-insurance pool as provided in title 50, chapter 6, part 4, the limited partnership shall, for workers' compensation actions only, be required to appoint the commissioner of commerce and insurance and the commissioner's chief deputy, or their successors, as its true and lawful attorneys upon either of whom all lawful process in any such action or legal proceeding may be served, as is required of insurance companies by title 56, chapter 2.
(d) This section does not prescribe the only means, or necessarily the required means, of serving a limited partnership.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-501 — TN Code / Title 61 / Chapter 2 / Section 61-2-501
Form
Status: in_force

The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services. Acts 1988, ch. 922, § 1.
The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-2-105 — TN Code / Title 61 / Chapter 2 / Section 61-2-105
Service on partnership generally
Status: in_force

(a) A limited partnership's registered agent is the limited partnership's agent for service of process, notice or demand required or permitted by law to be served on the limited partnership. (b) Whenever a domestic or foreign limited partnership authorized to do business in this state fails to appoint or maintain a registered agent in this state, whenever its registered agent cannot be found with reasonable diligence, whenever a foreign limited partnership shall transact business or conduct affairs in this state without first submitting an application for registration with the secretary of state, or whenever the registration of a foreign limited partnership shall have been cancelled, then the secretary of state shall be an agent of such limited partnership upon whom any such process, notice or demand may be served. (c) Whenever a domestic or foreign limited partnership authorized to do business in this state is an employer within the meaning of the Workers' Compensation Law, compiled in title 50, chapter 6, and such limited partnership is, for the purpose of such workers' compensation, self-insured or a part of a self-insurance pool as provided in title 50, chapter 6, part 4, such limited partnership shall, for workers' compensation actions only, be required to appoint the commissioner of commerce and insurance and his chief deputy, or their successors, as its true and lawful attorneys upon either of whom all lawful process in any such action or legal proceeding may be served, as is required of insurance companies by § 56-2-103 . (d) This section does not prescribe the only means, or necessarily the required means, of serving a limited partnership. Acts 1988, ch. 922, § 1.
(a) A limited partnership's registered agent is the limited partnership's agent for service of process, notice or demand required or permitted by law to be served on the limited partnership.
(b) Whenever a domestic or foreign limited partnership authorized to do business in this state fails to appoint or maintain a registered agent in this state, whenever its registered agent cannot be found with reasonable diligence, whenever a foreign limited partnership shall transact business or conduct affairs in this state without first submitting an application for registration with the secretary of state, or whenever the registration of a foreign limited partnership shall have been cancelled, then the secretary of state shall be an agent of such limited partnership upon whom any such process, notice or demand may be served.
(c) Whenever a domestic or foreign limited partnership authorized to do business in this state is an employer within the meaning of the Workers' Compensation Law, compiled in title 50, chapter 6, and such limited partnership is, for the purpose of such workers' compensation, self-insured or a part of a self-insurance pool as provided in title 50, chapter 6, part 4, such limited partnership shall, for workers' compensation actions only, be required to appoint the commissioner of commerce and insurance and his chief deputy, or their successors, as its true and lawful attorneys upon either of whom all lawful process in any such action or legal proceeding may be served, as is required of insurance companies by § 56-2-103 .
(d) This section does not prescribe the only means, or necessarily the required means, of serving a limited partnership.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-2-603 — TN Code / Title 61 / Chapter 2 / Section 61-2-603
Withdrawal of limited partner
Status: in_force

A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in the partnership agreement and in accordance with the partnership agreement. Acts 1988, ch. 922, § 1; 1989, ch. 270, § 52; 1997, ch. 199, § 1.
A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in the partnership agreement and in accordance with the partnership agreement.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 52; 1997, ch. 199, § 1.
Tenn. Code Ann. § 61-3-501 — TN Code / Title 61 / Chapter 3 / Section 61-3-501
Form of contribution and acceptance
Status: in_force

(a) A contribution may consist of property transferred to, services performed for, or another benefit provided to the limited partnership or an agreement to transfer property to, perform services for, or provide another benefit to the partnership. (b) Neither a purported contribution nor an offer of consideration to make a contribution must be treated as a contribution to a limited partnership until: (1) The contribution is accepted by the affirmative vote or consent of all general partners; and (2) The amount and value of the contribution are recorded in the required information of the limited partnership. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A contribution may consist of property transferred to, services performed for, or another benefit provided to the limited partnership or an agreement to transfer property to, perform services for, or provide another benefit to the partnership.
(b) Neither a purported contribution nor an offer of consideration to make a contribution must be treated as a contribution to a limited partnership until: (1) The contribution is accepted by the affirmative vote or consent of all general partners; and (2) The amount and value of the contribution are recorded in the required information of the limited partnership.
(1) The contribution is accepted by the affirmative vote or consent of all general partners; and
(2) The amount and value of the contribution are recorded in the required information of the limited partnership.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-1110 — TN Code / Title 61 / Chapter 3 / Section 61-3-1110
Conversion authorized
Status: in_force

(a) By complying with §§ 61-3-1111 - 61-3-1115, a domestic limited partnership may become: (1) A domestic entity that is a different type of entity; or (2) A foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity's jurisdiction of formation. (b) By complying with the provisions of §§ 61-3-1111 - 61-3-1115 applicable to foreign entities, a foreign entity may become a domestic limited partnership if the conversion is authorized by the law of the foreign entity's jurisdiction of formation. (c) If a protected agreement contains a provision that applies to a merger of a domestic limited partnership but does not refer to a conversion, the provision applies to a conversion of the partnership as if the conversion were a merger until the provision is amended after the date the entity becomes subject to this chapter pursuant to § 61-3-1207 . Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
(a) By complying with §§ 61-3-1111 - 61-3-1115, a domestic limited partnership may become: (1) A domestic entity that is a different type of entity; or (2) A foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity's jurisdiction of formation.
(1) A domestic entity that is a different type of entity; or
(2) A foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity's jurisdiction of formation.
(b) By complying with the provisions of §§ 61-3-1111 - 61-3-1115 applicable to foreign entities, a foreign entity may become a domestic limited partnership if the conversion is authorized by the law of the foreign entity's jurisdiction of formation.
(c) If a protected agreement contains a provision that applies to a merger of a domestic limited partnership but does not refer to a conversion, the provision applies to a conversion of the partnership as if the conversion were a merger until the provision is amended after the date the entity becomes subject to this chapter pursuant to § 61-3-1207 .
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-1104 — TN Code / Title 61 / Chapter 3 / Section 61-3-1104
Merger Authorized
Status: in_force

(a) By complying with §§ 61-3-1105 - 61-3-1109: (1) One (1) or more domestic limited partnerships may merge with one (1) or more domestic or foreign entities into a domestic or foreign surviving entity; and (2) Two (2) or more foreign entities may merge into a domestic limited partnership. (b) By complying with §§ 61-3-1104 - 61-3-1109 applicable to foreign entities, a foreign entity may be a party to a merger under §§ 61-3-1105 - 61-3-1109 or may be the surviving entity in the merger if the merger is authorized by the law of the foreign entity's jurisdiction of formation. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
(a) By complying with §§ 61-3-1105 - 61-3-1109: (1) One (1) or more domestic limited partnerships may merge with one (1) or more domestic or foreign entities into a domestic or foreign surviving entity; and (2) Two (2) or more foreign entities may merge into a domestic limited partnership.
(1) One (1) or more domestic limited partnerships may merge with one (1) or more domestic or foreign entities into a domestic or foreign surviving entity; and
(2) Two (2) or more foreign entities may merge into a domestic limited partnership.
(b) By complying with §§ 61-3-1104 - 61-3-1109 applicable to foreign entities, a foreign entity may be a party to a merger under §§ 61-3-1105 - 61-3-1109 or may be the surviving entity in the merger if the merger is authorized by the law of the foreign entity's jurisdiction of formation.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-1201 — TN Code / Title 61 / Chapter 2 / Section 61-2-1201
Construction
Status: in_force

(a) This chapter shall be so applied and construed as to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it. (b) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. Acts 1988, ch. 922, § 1.
(a) This chapter shall be so applied and construed as to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
(b) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-2-205 — TN Code / Title 61 / Chapter 2 / Section 61-2-205
Execution, amendment, or cancellation by court order
Status: in_force

(a) If a person required by § 61-2-204 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition a court of record to direct the execution of the certificate. If the court finds that the execution of the certificate is proper and that any person so designated has failed or refused to execute the certificate, it shall order the secretary of state to record an appropriate certificate. (b) If a person required to execute a partnership agreement, amendment or cancellation thereof fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the court of record to direct the execution of the partnership agreement, amendment or cancellation thereof. If the court finds that the partnership agreement, amendment or cancellation thereof should be executed and that any person so designated has failed or refused to do so, it shall enter an order granting appropriate relief. Acts 1988, ch. 922, § 1.
(a) If a person required by § 61-2-204 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition a court of record to direct the execution of the certificate. If the court finds that the execution of the certificate is proper and that any person so designated has failed or refused to execute the certificate, it shall order the secretary of state to record an appropriate certificate.
(b) If a person required to execute a partnership agreement, amendment or cancellation thereof fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the court of record to direct the execution of the partnership agreement, amendment or cancellation thereof. If the court finds that the partnership agreement, amendment or cancellation thereof should be executed and that any person so designated has failed or refused to do so, it shall enter an order granting appropriate relief.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-1-806 — TN Code / Title 61 / Chapter 1 / Section 61-1-806
Partner's liability to other partners after dissolution
Status: in_force

(a) Except as otherwise provided in subsection (b), after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under § 61-1-804 . (b) A partner who, with knowledge of the dissolution, incurs a partnership liability under § 61-1-804(2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability. Acts 2001, ch. 353.
(a) Except as otherwise provided in subsection (b), after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under § 61-1-804 .
(b) A partner who, with knowledge of the dissolution, incurs a partnership liability under § 61-1-804(2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-2-1002 — TN Code / Title 61 / Chapter 2 / Section 61-2-1002
Proper plaintiff
Status: in_force

In a derivative action the plaintiff must be a partner at the time of bringing the action and: (1) At the time of the transaction of which he complains; or (2) His status as a partner had devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction. Acts 1988, ch. 922, § 1.
In a derivative action the plaintiff must be a partner at the time of bringing the action and:
(1) At the time of the transaction of which he complains; or
(2) His status as a partner had devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-3-1111 — TN Code / Title 61 / Chapter 3 / Section 61-3-1111
Plan of conversion
Status: in_force

(a) A domestic limited partnership may convert to a different type of entity under this section and §§ 61-3-1112 - 61-3-1115 by approving a plan of conversion. The plan must be in a record and contain: (1) The name of the converting limited partnership; (2) The name, jurisdiction of formation, and type of entity of the converted entity; (3) The manner of converting the interests in the converting limited partnership into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; (4) The proposed public organic record of the converted entity if it will be a filing entity; (5) The private organic rules of the converted entity that are proposed to be in a record when the conversion is effective; (6) Any other terms and conditions of the conversion not otherwise set forth in the private organic rules of the converting limited partnership or the law of this state; and (7) Any other provision required by the law of this state or the partnership agreement of the converting limited partnership. (b) In addition to the requirements of subsection (a), a plan of conversion may contain any other provision not prohibited by law. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
(a) A domestic limited partnership may convert to a different type of entity under this section and §§ 61-3-1112 - 61-3-1115 by approving a plan of conversion. The plan must be in a record and contain: (1) The name of the converting limited partnership; (2) The name, jurisdiction of formation, and type of entity of the converted entity; (3) The manner of converting the interests in the converting limited partnership into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; (4) The proposed public organic record of the converted entity if it will be a filing entity; (5) The private organic rules of the converted entity that are proposed to be in a record when the conversion is effective; (6) Any other terms and conditions of the conversion not otherwise set forth in the private organic rules of the converting limited partnership or the law of this state; and (7) Any other provision required by the law of this state or the partnership agreement of the converting limited partnership.
(1) The name of the converting limited partnership;
(2) The name, jurisdiction of formation, and type of entity of the converted entity;
(3) The manner of converting the interests in the converting limited partnership into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4) The proposed public organic record of the converted entity if it will be a filing entity;
(5) The private organic rules of the converted entity that are proposed to be in a record when the conversion is effective;
(6) Any other terms and conditions of the conversion not otherwise set forth in the private organic rules of the converting limited partnership or the law of this state; and
(7) Any other provision required by the law of this state or the partnership agreement of the converting limited partnership.
(b) In addition to the requirements of subsection (a), a plan of conversion may contain any other provision not prohibited by law.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-1102 — TN Code / Title 61 / Chapter 2 / Section 61-2-1102
Forms
Status: in_force

The secretary of state may prescribe, and shall furnish upon request, forms for documents required or permitted to be filed by all chapters of this title. If the secretary of state has prescribed a mandatory form for the document, then the document must be in or on the prescribed form or a conformed copy thereof. Amended by 2020 Tenn. Acts, ch. 719, s 29, eff. 6/22/2020. Acts 1988, ch. 922, § 1.
The secretary of state may prescribe, and shall furnish upon request, forms for documents required or permitted to be filed by all chapters of this title. If the secretary of state has prescribed a mandatory form for the document, then the document must be in or on the prescribed form or a conformed copy thereof.
Amended by 2020 Tenn. Acts, ch. 719, s 29, eff. 6/22/2020.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-3-1004 — TN Code / Title 61 / Chapter 3 / Section 61-3-1004
Amendment of foreign registration
Status: in_force

(a) If any statement required by § 61-3-1003 in the application for registration of a foreign limited partnership was false when made or any matter described in the application for registration has changed, making the application false, the foreign limited partnership must promptly file with the secretary of state an application for an amended registration of a foreign limited partnership. Notwithstanding the preceding sentence, a change in the foreign limited partnership's registered agent or registered office can be made by filing a statement of change as provided in § 61-3-116 . Nothing in this chapter requires an amended registration if the only change in the certificate of foreign limited partnership is related to the admission or substitution of limited partners. (b) The requirements of § 61-3-1003 for obtaining an original registration of a foreign limited partnership apply to obtaining an amended registration under this section. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) If any statement required by § 61-3-1003 in the application for registration of a foreign limited partnership was false when made or any matter described in the application for registration has changed, making the application false, the foreign limited partnership must promptly file with the secretary of state an application for an amended registration of a foreign limited partnership. Notwithstanding the preceding sentence, a change in the foreign limited partnership's registered agent or registered office can be made by filing a statement of change as provided in § 61-3-116 . Nothing in this chapter requires an amended registration if the only change in the certificate of foreign limited partnership is related to the admission or substitution of limited partners.
(b) The requirements of § 61-3-1003 for obtaining an original registration of a foreign limited partnership apply to obtaining an amended registration under this section.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-602 — TN Code / Title 61 / Chapter 2 / Section 61-2-602
Withdrawal of general partner
Status: in_force

A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him, in addition to any remedies otherwise available under applicable law. Acts 1988, ch. 922, § 1.
A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him, in addition to any remedies otherwise available under applicable law.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-3-505 — TN Code / Title 61 / Chapter 3 / Section 61-3-505
Liability for improper distributions
Status: in_force

(a) If a general partner consents to a distribution made in violation of § 61-3-504 and in consenting to the distribution fails to comply with § 61-3-409 , the general partner is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation of § 61-3-504 . (b) A person that receives a distribution knowing that the distribution violated § 61-3-504 is personally liable to the limited partnership but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under § 61-3-504 . (c) A general partner against which an action is commenced because the general partner is liable under subsection (a) may: (1) Implead any other person that is liable under subsection (a) and seek to enforce a right of contribution from the person; and (2) Implead any person that received a distribution in violation of subsection (b) and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (b). (d) An action under this section is barred unless commenced not later than two (2) years after the distribution. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) If a general partner consents to a distribution made in violation of § 61-3-504 and in consenting to the distribution fails to comply with § 61-3-409 , the general partner is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation of § 61-3-504 .
(b) A person that receives a distribution knowing that the distribution violated § 61-3-504 is personally liable to the limited partnership but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under § 61-3-504 .
(c) A general partner against which an action is commenced because the general partner is liable under subsection (a) may: (1) Implead any other person that is liable under subsection (a) and seek to enforce a right of contribution from the person; and (2) Implead any person that received a distribution in violation of subsection (b) and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (b).
(1) Implead any other person that is liable under subsection (a) and seek to enforce a right of contribution from the person; and
(2) Implead any person that received a distribution in violation of subsection (b) and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (b).
(d) An action under this section is barred unless commenced not later than two (2) years after the distribution.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-3-115 — TN Code / Title 61 / Chapter 3 / Section 61-3-115
Registered agent
Status: in_force

(a) Each limited partnership and each registered foreign limited partnership shall designate and maintain a registered agent in this state. The designation of a registered agent is an affirmation of fact by the limited partnership or registered foreign limited partnership that the agent has consented to be served. (b) A registered agent for a limited partnership or registered foreign limited partnership must have a place of business in this state. (c) The only duties under this chapter of a registered agent that has complied with this chapter are: (1) To forward to the limited partnership or registered foreign limited partnership at the address most recently supplied to the agent by the partnership or foreign partnership any process, notice, or demand pertaining to the partnership or foreign partnership which is served on or received by the agent; (2) If the registered agent resigns, to provide the notice required by § 61-3-117(a)(4) to the partnership or foreign partnership at the address most recently supplied to the agent by the partnership or foreign partnership; and (3) To keep current the information with respect to the agent in the certificate of limited partnership. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) Each limited partnership and each registered foreign limited partnership shall designate and maintain a registered agent in this state. The designation of a registered agent is an affirmation of fact by the limited partnership or registered foreign limited partnership that the agent has consented to be served.
(b) A registered agent for a limited partnership or registered foreign limited partnership must have a place of business in this state.
(c) The only duties under this chapter of a registered agent that has complied with this chapter are: (1) To forward to the limited partnership or registered foreign limited partnership at the address most recently supplied to the agent by the partnership or foreign partnership any process, notice, or demand pertaining to the partnership or foreign partnership which is served on or received by the agent; (2) If the registered agent resigns, to provide the notice required by § 61-3-117(a)(4) to the partnership or foreign partnership at the address most recently supplied to the agent by the partnership or foreign partnership; and (3) To keep current the information with respect to the agent in the certificate of limited partnership.
(1) To forward to the limited partnership or registered foreign limited partnership at the address most recently supplied to the agent by the partnership or foreign partnership any process, notice, or demand pertaining to the partnership or foreign partnership which is served on or received by the agent;
(2) If the registered agent resigns, to provide the notice required by § 61-3-117(a)(4) to the partnership or foreign partnership at the address most recently supplied to the agent by the partnership or foreign partnership; and
(3) To keep current the information with respect to the agent in the certificate of limited partnership.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-908 — TN Code / Title 61 / Chapter 2 / Section 61-2-908
Enjoined from doing business
Status: in_force

The court of record shall have jurisdiction to enjoin any foreign limited partnership, or any agent thereof, from doing any business in this state if such foreign limited partnership has failed to register under this part or if such foreign limited partnership has secured a certificate from the secretary of state under § 61-2-903 on the basis of false or misleading representations. The attorney general shall, upon his own motion or upon the relation of proper parties, proceed for this purpose by complaint in any county in which such foreign limited partnership is doing or has done business. Acts 1988, ch. 922, § 1.
The court of record shall have jurisdiction to enjoin any foreign limited partnership, or any agent thereof, from doing any business in this state if such foreign limited partnership has failed to register under this part or if such foreign limited partnership has secured a certificate from the secretary of state under § 61-2-903 on the basis of false or misleading representations. The attorney general shall, upon his own motion or upon the relation of proper parties, proceed for this purpose by complaint in any county in which such foreign limited partnership is doing or has done business.
Acts 1988, ch. 922, § 1.