Tenn. Code Ann. § 61-3-101 — TN Code / Title 61 / Chapter 3 / Section 61-3-101
Chapter definitions
Status: in_force

As used in this chapter: (1) "Active and in good standing as reflected in the records of the secretary of state" means a corporation, limited liability company, or partnership that is in existence, registered or authorized to transact business in this state as reflected in the records of the secretary of state; and in the case of a corporation, limited liability company, limited liability partnership, or limited partnership, such entity is in good standing with the department of revenue; (2) "Assumed name" means any name used by a domestic limited partnership or foreign limited partnership, other than the limited partnership's true name; (3) "Certificate of limited partnership": (A) Means the certificate required by § 61-3-201 ; and (B) Includes the certificate as amended or restated; (4) "Contribution," except when used in the phrase "right of contribution", means property or a benefit described in § 61-3-501 that is provided by a person to a limited partnership to become a partner or in the person's capacity as a partner; (5) "Debtor in bankruptcy" means a person that is the subject of: (A) An order for relief under 11 U.S.C. § 101 et seq. or a comparable order under a successor statute of general application; or (B) A comparable order under federal, state, or foreign law governing insolvency; (6) "Distribution": (A) Means a direct or indirect transfer of money or other property by a limited partnership, except for the issuance of its own partnership interests, with or without consideration, or an incurrence or issuance of indebtedness, whether directly or indirectly, including through a guaranty to or for the benefit of any of its partners in respect of partnership interests; (B) Includes interim distribution or a liquidation distribution; a purchase, redemption, or other acquisition of its partnership interests; of a distribution indebtedness, which includes the incurrence of indebtedness, whether directly or indirectly, including through a guaranty, for the benefit of the limited partnership's partners; or any other transaction; and (C) Does not mean amounts paid to or for the benefit of partners as compensation or benefits for services rendered by the partners in their capacities as partners, agents, or independent contractors; (7) "Foreign limited liability limited partnership" means a foreign limited partnership whose general partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to § 61-3-404(c) ; (8) "Foreign limited partnership": (A) Means an unincorporated entity formed under the laws of a jurisdiction other than this state that would be a limited partnership if formed under the laws of this state; and (B) Includes a foreign limited liability limited partnership; (9) "General partner" means a person that: (A) Has become a general partner under § 61-3-401 or was a general partner in a partnership when the partnership became subject to this chapter; and (B) Has not dissociated as a general partner under § 61-3-603 ; (10) "Good standing with the department of revenue" means the secretary of state has received and verified through electronic confirmation or a certificate of tax clearance issued by the commissioner of revenue that a corporation, limited liability company, limited liability partnership, or limited partnership is current on all fees, taxes, and penalties to the satisfaction of the commissioner; (11) "Jurisdiction," used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country; (12) "Jurisdiction of formation" means the jurisdiction whose laws govern the internal affairs of an entity; (13) "Letter of good standing from the department of revenue" means a letter issued by the department of revenue that a corporation, limited liability company, limited liability partnership, or limited partnership is current on all fees, taxes, and penalties to the satisfaction of the commissioner; (14) "Limited liability limited partnership," except when used in the phrase "foreign limited liability limited partnership" and in part 11 of this chapter, means a limited partnership whose certificate of limited partnership states that the partnership is a limited liability limited partnership; (15) "Limited partner" means a person that: (A) Has become a limited partner under § 61-3-301 or was a limited partner in the partnership when the partnership became subject to this chapter; and (B) Has not been dissociated under § 61-3-601 ; (16) "Limited partnership", except in the phrase "foreign limited partnership" and in part 11 of this chapter: (A) Means an entity formed under this chapter or which becomes subject to this chapter under part 11 of this chapter or § 61-3-1207 ; and (B) Includes a limited liability limited partnership; (17) "Partner" means a limited partner or general partner; (18) "Partnership agreement": (A) Means the agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a limited partnership concerning the matters described in § 61-3-104(a) ; and (B) Includes the agreement as amended or restated; (19) "Person" means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity; (20) "Principal office" means the principal executive office of a limited partnership or foreign limited partnership, whether or not the office is located in this state; (21) "Property" means all property, whether real, personal, mixed, or tangible or intangible, or any right or interest in such property; (22) "Record," when used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form; (23) "Registered agent": (A) Means an agent of a limited partnership or foreign limited partnership who is authorized to receive service of process or notice required or permitted by law to be served on the partnership, and who maintains an office at the same street address as the registered office; and (B) Includes: (i) 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. The registered agent shall maintain an office at the same street address as the registered office; and (ii) 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. The registered agent shall maintain an office at the same street address as the registered office; (24) "Registered foreign limited partnership" means a foreign limited partnership that is registered to do business in this state pursuant to a statement of registration filed by the secretary of state; (25) "Required information" means the information that a limited partnership is required to maintain under § 61-3-107 ; (26) "Sign" means, with present intent to authenticate or adopt a record: (A) To execute or adopt a tangible symbol; or (B) To attach to or logically associate with the record an electronic symbol, sound, or process; (27) "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States; and (28) "Transfer" includes: (A) An assignment; (B) A conveyance; (C) A sale; (D) A lease; (E) An encumbrance, including a mortgage or security interest; (F) A gift; and (G) A transfer by operation of law. Amended by 2023 Tenn. Acts, ch. 102, s 10, eff. 7/1/2023. Amended by 2023 Tenn. Acts, ch. 96, s 1, eff. 7/1/2023. Amended by 2018 Tenn. Acts, ch. 575, s 1, eff. 3/16/2018. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
As used in this chapter:
(1) "Active and in good standing as reflected in the records of the secretary of state" means a corporation, limited liability company, or partnership that is in existence, registered or authorized to transact business in this state as reflected in the records of the secretary of state; and in the case of a corporation, limited liability company, limited liability partnership, or limited partnership, such entity is in good standing with the department of revenue;
(2) "Assumed name" means any name used by a domestic limited partnership or foreign limited partnership, other than the limited partnership's true name;
(3) "Certificate of limited partnership": (A) Means the certificate required by § 61-3-201 ; and (B) Includes the certificate as amended or restated;
(A) Means the certificate required by § 61-3-201 ; and
(B) Includes the certificate as amended or restated;
(4) "Contribution," except when used in the phrase "right of contribution", means property or a benefit described in § 61-3-501 that is provided by a person to a limited partnership to become a partner or in the person's capacity as a partner;
(5) "Debtor in bankruptcy" means a person that is the subject of: (A) An order for relief under 11 U.S.C. § 101 et seq. or a comparable order under a successor statute of general application; or (B) A comparable order under federal, state, or foreign law governing insolvency;
(A) An order for relief under 11 U.S.C. § 101 et seq. or a comparable order under a successor statute of general application; or
(B) A comparable order under federal, state, or foreign law governing insolvency;
(6) "Distribution": (A) Means a direct or indirect transfer of money or other property by a limited partnership, except for the issuance of its own partnership interests, with or without consideration, or an incurrence or issuance of indebtedness, whether directly or indirectly, including through a guaranty to or for the benefit of any of its partners in respect of partnership interests; (B) Includes interim distribution or a liquidation distribution; a purchase, redemption, or other acquisition of its partnership interests; of a distribution indebtedness, which includes the incurrence of indebtedness, whether directly or indirectly, including through a guaranty, for the benefit of the limited partnership's partners; or any other transaction; and (C) Does not mean amounts paid to or for the benefit of partners as compensation or benefits for services rendered by the partners in their capacities as partners, agents, or independent contractors;
(A) Means a direct or indirect transfer of money or other property by a limited partnership, except for the issuance of its own partnership interests, with or without consideration, or an incurrence or issuance of indebtedness, whether directly or indirectly, including through a guaranty to or for the benefit of any of its partners in respect of partnership interests;
(B) Includes interim distribution or a liquidation distribution; a purchase, redemption, or other acquisition of its partnership interests; of a distribution indebtedness, which includes the incurrence of indebtedness, whether directly or indirectly, including through a guaranty, for the benefit of the limited partnership's partners; or any other transaction; and
(C) Does not mean amounts paid to or for the benefit of partners as compensation or benefits for services rendered by the partners in their capacities as partners, agents, or independent contractors;
(7) "Foreign limited liability limited partnership" means a foreign limited partnership whose general partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to § 61-3-404(c) ;
(8) "Foreign limited partnership": (A) Means an unincorporated entity formed under the laws of a jurisdiction other than this state that would be a limited partnership if formed under the laws of this state; and (B) Includes a foreign limited liability limited partnership;
(A) Means an unincorporated entity formed under the laws of a jurisdiction other than this state that would be a limited partnership if formed under the laws of this state; and
(B) Includes a foreign limited liability limited partnership;
(9) "General partner" means a person that: (A) Has become a general partner under § 61-3-401 or was a general partner in a partnership when the partnership became subject to this chapter; and (B) Has not dissociated as a general partner under § 61-3-603 ;
(A) Has become a general partner under § 61-3-401 or was a general partner in a partnership when the partnership became subject to this chapter; and
(B) Has not dissociated as a general partner under § 61-3-603 ;
(10) "Good standing with the department of revenue" means the secretary of state has received and verified through electronic confirmation or a certificate of tax clearance issued by the commissioner of revenue that a corporation, limited liability company, limited liability partnership, or limited partnership is current on all fees, taxes, and penalties to the satisfaction of the commissioner;
(11) "Jurisdiction," used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country;
(12) "Jurisdiction of formation" means the jurisdiction whose laws govern the internal affairs of an entity;
(13) "Letter of good standing from the department of revenue" means a letter issued by the department of revenue that a corporation, limited liability company, limited liability partnership, or limited partnership is current on all fees, taxes, and penalties to the satisfaction of the commissioner;
(14) "Limited liability limited partnership," except when used in the phrase "foreign limited liability limited partnership" and in part 11 of this chapter, means a limited partnership whose certificate of limited partnership states that the partnership is a limited liability limited partnership;
(15) "Limited partner" means a person that: (A) Has become a limited partner under § 61-3-301 or was a limited partner in the partnership when the partnership became subject to this chapter; and (B) Has not been dissociated under § 61-3-601 ;
(A) Has become a limited partner under § 61-3-301 or was a limited partner in the partnership when the partnership became subject to this chapter; and
(B) Has not been dissociated under § 61-3-601 ;
(16) "Limited partnership", except in the phrase "foreign limited partnership" and in part 11 of this chapter: (A) Means an entity formed under this chapter or which becomes subject to this chapter under part 11 of this chapter or § 61-3-1207 ; and (B) Includes a limited liability limited partnership;
(A) Means an entity formed under this chapter or which becomes subject to this chapter under part 11 of this chapter or § 61-3-1207 ; and
(B) Includes a limited liability limited partnership;
(17) "Partner" means a limited partner or general partner;
(18) "Partnership agreement": (A) Means the agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a limited partnership concerning the matters described in § 61-3-104(a) ; and (B) Includes the agreement as amended or restated;
(A) Means the agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a limited partnership concerning the matters described in § 61-3-104(a) ; and
(B) Includes the agreement as amended or restated;
(19) "Person" means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity;
(20) "Principal office" means the principal executive office of a limited partnership or foreign limited partnership, whether or not the office is located in this state;
(21) "Property" means all property, whether real, personal, mixed, or tangible or intangible, or any right or interest in such property;
(22) "Record," when used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form;
(23) "Registered agent": (A) Means an agent of a limited partnership or foreign limited partnership who is authorized to receive service of process or notice required or permitted by law to be served on the partnership, and who maintains an office at the same street address as the registered office; and (B) Includes: (i) 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. The registered agent shall maintain an office at the same street address as the registered office; and (ii) 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. The registered agent shall maintain an office at the same street address as the registered office;
(A) Means an agent of a limited partnership or foreign limited partnership who is authorized to receive service of process or notice required or permitted by law to be served on the partnership, and who maintains an office at the same street address as the registered office; and
(B) Includes: (i) 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. The registered agent shall maintain an office at the same street address as the registered office; and (ii) 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. The registered agent shall maintain an office at the same street address as the registered office;
(i) 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. The registered agent shall maintain an office at the same street address as the registered office; and
(ii) 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. The registered agent shall maintain an office at the same street address as the registered office;
(24) "Registered foreign limited partnership" means a foreign limited partnership that is registered to do business in this state pursuant to a statement of registration filed by the secretary of state;
(25) "Required information" means the information that a limited partnership is required to maintain under § 61-3-107 ;
(26) "Sign" means, with present intent to authenticate or adopt a record: (A) To execute or adopt a tangible symbol; or (B) To attach to or logically associate with the record an electronic symbol, sound, or process;
(A) To execute or adopt a tangible symbol; or
(B) To attach to or logically associate with the record an electronic symbol, sound, or process;
(27) "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States; and
(28) "Transfer" includes: (A) An assignment; (B) A conveyance; (C) A sale; (D) A lease; (E) An encumbrance, including a mortgage or security interest; (F) A gift; and (G) A transfer by operation of law.
(A) An assignment;
(B) A conveyance;
(C) A sale;
(D) A lease;
(E) An encumbrance, including a mortgage or security interest;
(F) A gift; and
(G) A transfer by operation of law.
Amended by 2023 Tenn. Acts, ch. 102, s 10, eff. 7/1/2023.
Amended by 2023 Tenn. Acts, ch. 96, s 1, eff. 7/1/2023.
Amended by 2018 Tenn. Acts, ch. 575, s 1, eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-210 — TN Code / Title 61 / Chapter 2 / Section 61-2-210
Integration and restatement
Status: in_force

(a) A limited partnership may, whenever desired, integrate into a single instrument all of the provisions of its certificate of limited partnership which are then in effect and operative as a result of there having theretofore been filed with the secretary of state one (1) or more certificates or other instruments pursuant to any of the sections referred to in this part, and it may at the same time also further amend its certificate of limited partnership by adopting a restated certificate of limited partnership. (b) If the restated certificate of limited partnership merely restates and integrates but does not further amend the initial certificate of limited partnership, as theretofore amended or supplemented by any instrument that was executed and filed pursuant to any of the sections in this part, it shall be designated in its heading as a "Restated Certificate of Limited Partnership" and shall be executed by a general partner, but if the restated certificate reflects the withdrawal of a general partner as a general partner, such restated certificate of limited partnership need not be signed by that former general partner, and shall be filed as required by § 61-2-206 with the secretary of state. If the restated certificate restates and integrates and also further amends in any respect the certificate of limited partnership, as theretofore amended or supplemented, it shall be designated in its heading as an "Amended and Restated Certificate of Limited Partnership" and shall be executed by at least one (1) general partner, and by each other general partner designated in the restated certificate of limited partnership as a new general partner, and filed as required by § 61-2-206 with the secretary of state. (c) A restated certificate of limited partnership shall state the limited partnership's present name and the date of filing of its original certificate of limited partnership with the secretary of state and the future effective date or time (which shall be a date or time certain), of the restated certificate if it is not to be effective upon the filing of the restated certificate. A restated certificate shall also state that it was duly executed and is being filed in accordance with this section. If the restated certificate only restates and integrates and does not further amend the limited partnership's certificate of limited partnership as theretofore amended or supplemented and there is no discrepancy between those provisions and the restated certificate, it shall state that fact as well. A restated certificate of limited partnership must contain all the information required in the original certificate of limited partnership as set out in § 61-2-201 , except that the current instead of the initial registered agent and registered office must be stated. (d) Upon the filing of the restated certificate of limited partnership with the secretary of state, or upon the future effective date or time of a restated certificate of limited partnership as provided for therein, the initial certificate of limited partnership, as theretofore amended or supplemented, shall be superseded; thenceforth, the restated certificate of limited partnership, including any further amendment or changes made thereby, shall be the certificate of limited partnership of the limited partnership, but the original effective date of formation shall remain unchanged. (e) Any amendment or change effected in connection with the restatement and integration of the certificate of limited partnership shall be subject to any other provisions of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change. Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 22, 23.
(a) A limited partnership may, whenever desired, integrate into a single instrument all of the provisions of its certificate of limited partnership which are then in effect and operative as a result of there having theretofore been filed with the secretary of state one (1) or more certificates or other instruments pursuant to any of the sections referred to in this part, and it may at the same time also further amend its certificate of limited partnership by adopting a restated certificate of limited partnership.
(b) If the restated certificate of limited partnership merely restates and integrates but does not further amend the initial certificate of limited partnership, as theretofore amended or supplemented by any instrument that was executed and filed pursuant to any of the sections in this part, it shall be designated in its heading as a "Restated Certificate of Limited Partnership" and shall be executed by a general partner, but if the restated certificate reflects the withdrawal of a general partner as a general partner, such restated certificate of limited partnership need not be signed by that former general partner, and shall be filed as required by § 61-2-206 with the secretary of state. If the restated certificate restates and integrates and also further amends in any respect the certificate of limited partnership, as theretofore amended or supplemented, it shall be designated in its heading as an "Amended and Restated Certificate of Limited Partnership" and shall be executed by at least one (1) general partner, and by each other general partner designated in the restated certificate of limited partnership as a new general partner, and filed as required by § 61-2-206 with the secretary of state.
(c) A restated certificate of limited partnership shall state the limited partnership's present name and the date of filing of its original certificate of limited partnership with the secretary of state and the future effective date or time (which shall be a date or time certain), of the restated certificate if it is not to be effective upon the filing of the restated certificate. A restated certificate shall also state that it was duly executed and is being filed in accordance with this section. If the restated certificate only restates and integrates and does not further amend the limited partnership's certificate of limited partnership as theretofore amended or supplemented and there is no discrepancy between those provisions and the restated certificate, it shall state that fact as well. A restated certificate of limited partnership must contain all the information required in the original certificate of limited partnership as set out in § 61-2-201 , except that the current instead of the initial registered agent and registered office must be stated.
(d) Upon the filing of the restated certificate of limited partnership with the secretary of state, or upon the future effective date or time of a restated certificate of limited partnership as provided for therein, the initial certificate of limited partnership, as theretofore amended or supplemented, shall be superseded; thenceforth, the restated certificate of limited partnership, including any further amendment or changes made thereby, shall be the certificate of limited partnership of the limited partnership, but the original effective date of formation shall remain unchanged.
(e) Any amendment or change effected in connection with the restatement and integration of the certificate of limited partnership shall be subject to any other provisions of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 22, 23.
Tenn. Code Ann. § 61-1-801 — TN Code / Title 61 / Chapter 1 / Section 61-1-801
Events causing dissolution and winding up of partnership business
Status: in_force

A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events: (1) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under § 61-1-601(2)-(10) , of that partner's express will to withdraw as a partner, or on a later date specified by the partner; provided, that, with respect to a family partnership, the dissociation does not cause the partnership to wind up to the extent provided in § 61-1-603(a) ; (2) In a partnership for a definite term or particular undertaking: (A) Within ninety (90) days after a partner's dissociation by death or otherwise under § 61-1-601(6)-(10) or wrongful dissociation under § 61-1-602(b) , at least half of the remaining partners express the will to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to § 61-1-602(b)(2)(A) constitutes the expression of that partner's will to wind up the partnership business; (B) The express will of all of the partners to wind up the partnership business; or (C) The expiration of the term or the completion of the undertaking; (3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business; (4) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within ninety (90) days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section; (5) On application by a partner, a judicial determination that: (A) The economic purpose of the partnership is likely to be unreasonably frustrated; (B) Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or (C) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or (6) On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business: (A) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or (B) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer. Amended by 2024 Tenn. Acts, ch. 695,s 11, eff. 7/1/2024. Acts 2001, ch. 353; 2002, ch. 563, § 4.
A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:
(1) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under § 61-1-601(2)-(10) , of that partner's express will to withdraw as a partner, or on a later date specified by the partner; provided, that, with respect to a family partnership, the dissociation does not cause the partnership to wind up to the extent provided in § 61-1-603(a) ;
(2) In a partnership for a definite term or particular undertaking: (A) Within ninety (90) days after a partner's dissociation by death or otherwise under § 61-1-601(6)-(10) or wrongful dissociation under § 61-1-602(b) , at least half of the remaining partners express the will to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to § 61-1-602(b)(2)(A) constitutes the expression of that partner's will to wind up the partnership business; (B) The express will of all of the partners to wind up the partnership business; or (C) The expiration of the term or the completion of the undertaking;
(A) Within ninety (90) days after a partner's dissociation by death or otherwise under § 61-1-601(6)-(10) or wrongful dissociation under § 61-1-602(b) , at least half of the remaining partners express the will to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to § 61-1-602(b)(2)(A) constitutes the expression of that partner's will to wind up the partnership business;
(B) The express will of all of the partners to wind up the partnership business; or
(C) The expiration of the term or the completion of the undertaking;
(3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business;
(4) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within ninety (90) days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;
(5) On application by a partner, a judicial determination that: (A) The economic purpose of the partnership is likely to be unreasonably frustrated; (B) Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or (C) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or
(A) The economic purpose of the partnership is likely to be unreasonably frustrated;
(B) Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or
(C) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or
(6) On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business: (A) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or (B) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
(A) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or
(B) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
Amended by 2024 Tenn. Acts, ch. 695,s 11, eff. 7/1/2024.
Acts 2001, ch. 353; 2002, ch. 563, § 4.
Tenn. Code Ann. § 61-2-1107 — TN Code / Title 61 / Chapter 2 / Section 61-2-1107
Appeal of refusal to file document
Status: in_force

(a) If the secretary of state refuses to file a document delivered to his office for filing, the domestic or foreign limited partnership may appeal the refusal to the chancery court of Davidson County. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state's explanation of his refusal to file. (b) The court may summarily order the secretary of state to file the document or take other action the court considers appropriate. (c) The court's final decision may be appealed as in other civil proceedings. (d) Any judicial review of the secretary of state's refusal to file a document shall be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5. Acts 1988, ch. 922, § 1.
(a) If the secretary of state refuses to file a document delivered to his office for filing, the domestic or foreign limited partnership may appeal the refusal to the chancery court of Davidson County. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state's explanation of his refusal to file.
(b) The court may summarily order the secretary of state to file the document or take other action the court considers appropriate.
(c) The court's final decision may be appealed as in other civil proceedings.
(d) Any judicial review of the secretary of state's refusal to file a document shall be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-3-203 — TN Code / Title 61 / Chapter 3 / Section 61-3-203
Signing of records to be delivered for filing to secretary of state
Status: in_force

(a) The following records delivered to the secretary of state for filing pursuant to this chapter must be signed as follows: (1) An initial certificate of limited partnership must be signed by all general partners listed in the certificate; (2) An amendment to the certificate of limited partnership adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate; (3) An amendment to the certificate of limited partnership designating as general partner a person admitted under § 61-3-801(a)(3)(B) following the dissociation of a limited partnership's last general partner must be signed by that person; (4) An amendment to the certificate of limited partnership required by § 61-3-802(c) following the appointment of a person to wind up the dissolved limited partnership's activities and affairs must be signed by that person; (5) Any other amendment to the certificate of limited partnership must be signed by: (A) At least one (1) general partner listed in the certificate; (B) Each person designated in the amendment as a new general partner; and (C) Each person that the amendment indicates has dissociated as a general partner, unless: (i) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or (ii) The person has previously delivered to the secretary of state for filing a statement of dissociation; (6) A restated certificate of limited partnership must be signed by at least one (1) general partner listed in the certificate, and, to the extent the restated certificate effects a change to any other record under this subsection (a), the certificate must be signed in a manner that satisfies the applicable subdivision; (7) A statement of termination must be signed by all general partners listed in the certificate of limited partnership or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to § 61-3-802(c) or (d) to wind up the dissolved limited partnership's activities and affairs; (8) Any other record delivered by a limited partnership to the secretary of state for filing must be signed by at least one (1) general partner listed in the certificate of limited partnership; (9) A statement by a person pursuant to § 61-3-605(a)(3) stating that the person has dissociated as a general partner must be signed by that person; (10) A statement of negation by a person pursuant to § 61-3-306 must be signed by that person; and (11) Any other record delivered on behalf of a person to the secretary of state for filing must be signed by that person. (b) Any record delivered for filing under this chapter may be signed by an agent, including an attorney in fact. An authorization, including a power of attorney, to sign any record or to enter into a partnership agreement or amendment of the partnership agreement must be in writing, but need not be sworn to, verified, or acknowledged, and need not be filed in the office of the secretary of state, but if in writing, must be retained by a general partner. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) The following records delivered to the secretary of state for filing pursuant to this chapter must be signed as follows: (1) An initial certificate of limited partnership must be signed by all general partners listed in the certificate; (2) An amendment to the certificate of limited partnership adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate; (3) An amendment to the certificate of limited partnership designating as general partner a person admitted under § 61-3-801(a)(3)(B) following the dissociation of a limited partnership's last general partner must be signed by that person; (4) An amendment to the certificate of limited partnership required by § 61-3-802(c) following the appointment of a person to wind up the dissolved limited partnership's activities and affairs must be signed by that person; (5) Any other amendment to the certificate of limited partnership must be signed by: (A) At least one (1) general partner listed in the certificate; (B) Each person designated in the amendment as a new general partner; and (C) Each person that the amendment indicates has dissociated as a general partner, unless: (i) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or (ii) The person has previously delivered to the secretary of state for filing a statement of dissociation; (6) A restated certificate of limited partnership must be signed by at least one (1) general partner listed in the certificate, and, to the extent the restated certificate effects a change to any other record under this subsection (a), the certificate must be signed in a manner that satisfies the applicable subdivision; (7) A statement of termination must be signed by all general partners listed in the certificate of limited partnership or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to § 61-3-802(c) or (d) to wind up the dissolved limited partnership's activities and affairs; (8) Any other record delivered by a limited partnership to the secretary of state for filing must be signed by at least one (1) general partner listed in the certificate of limited partnership; (9) A statement by a person pursuant to § 61-3-605(a)(3) stating that the person has dissociated as a general partner must be signed by that person; (10) A statement of negation by a person pursuant to § 61-3-306 must be signed by that person; and (11) Any other record delivered on behalf of a person to the secretary of state for filing must be signed by that person.
(1) An initial certificate of limited partnership must be signed by all general partners listed in the certificate;
(2) An amendment to the certificate of limited partnership adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate;
(3) An amendment to the certificate of limited partnership designating as general partner a person admitted under § 61-3-801(a)(3)(B) following the dissociation of a limited partnership's last general partner must be signed by that person;
(4) An amendment to the certificate of limited partnership required by § 61-3-802(c) following the appointment of a person to wind up the dissolved limited partnership's activities and affairs must be signed by that person;
(5) Any other amendment to the certificate of limited partnership must be signed by: (A) At least one (1) general partner listed in the certificate; (B) Each person designated in the amendment as a new general partner; and (C) Each person that the amendment indicates has dissociated as a general partner, unless: (i) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or (ii) The person has previously delivered to the secretary of state for filing a statement of dissociation;
(A) At least one (1) general partner listed in the certificate;
(B) Each person designated in the amendment as a new general partner; and
(C) Each person that the amendment indicates has dissociated as a general partner, unless: (i) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or (ii) The person has previously delivered to the secretary of state for filing a statement of dissociation;
(i) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or
(ii) The person has previously delivered to the secretary of state for filing a statement of dissociation;
(6) A restated certificate of limited partnership must be signed by at least one (1) general partner listed in the certificate, and, to the extent the restated certificate effects a change to any other record under this subsection (a), the certificate must be signed in a manner that satisfies the applicable subdivision;
(7) A statement of termination must be signed by all general partners listed in the certificate of limited partnership or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to § 61-3-802(c) or (d) to wind up the dissolved limited partnership's activities and affairs;
(8) Any other record delivered by a limited partnership to the secretary of state for filing must be signed by at least one (1) general partner listed in the certificate of limited partnership;
(9) A statement by a person pursuant to § 61-3-605(a)(3) stating that the person has dissociated as a general partner must be signed by that person;
(10) A statement of negation by a person pursuant to § 61-3-306 must be signed by that person; and
(11) Any other record delivered on behalf of a person to the secretary of state for filing must be signed by that person.
(b) Any record delivered for filing under this chapter may be signed by an agent, including an attorney in fact. An authorization, including a power of attorney, to sign any record or to enter into a partnership agreement or amendment of the partnership agreement must be in writing, but need not be sworn to, verified, or acknowledged, and need not be filed in the office of the secretary of state, but if in writing, must be retained by a general partner. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-701 — TN Code / Title 61 / Chapter 1 / Section 61-1-701
Purchase of dissociated partner's interest
Status: in_force

(a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under § 61-1-801 , the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursuant to subsection (b). Notwithstanding this subsection (a), with respect to a family partnership, this section does not apply to a dissociated partner's interest to the extent provided in § 61-1-603(a) . (b) The buyout price of a dissociated partner's interest is the amount that would have been distributable to the dissociating partner under § 61-1-807(b) if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of that date. Interest must be paid from the date of dissociation to the date of payment. (c) Damages for wrongful dissociation under § 61-1-602(b) , and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, must be offset against the buyout price. Interest must be paid from the date the amount owed becomes due to the date of payment. (d) A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under § 61-1-702 . (e) If no agreement for the purchase of a dissociated partner's interest is reached within one hundred twenty (120) days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (c). (f) If a deferred payment is authorized under subsection (h), the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (c), stating the time of payment, and the other terms and conditions of the obligation. (g) The payment or tender required by subsection (e) or (f) must be accompanied by the following: (1) A statement of partnership assets and liabilities as of the date of dissociation; (2) The latest available partnership balance sheet and income statement, if any; (3) An explanation of how the estimated amount of the payment was calculated; and (4) Written notice that the payment is in full satisfaction of the obligation to purchase unless, within one hundred twenty (120) days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection (c), or other terms of the obligation to purchase. (h) A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause any material hardship to the business of the partnership. A deferred payment must bear interest. (i) A dissociated partner may maintain an action against the partnership, pursuant to § 61-1-405(b)(2)(B) , to determine the buyout price of that partner's interest, any offsets under subsection (c), or other terms of the obligation to purchase. The action must be commenced within one hundred twenty (120) days after the partnership has tendered payment or an offer to pay or within one (1) year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner's interest, any offset due under subsection (c), and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (h), the court shall also determine the other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership's failure to tender payment or an offer to pay or to comply with subsection (g). Amended by 2024 Tenn. Acts, ch. 695,s 10, eff. 7/1/2024. Acts 2001, ch. 353; 2002, ch. 563, § 3.
(a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under § 61-1-801 , the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursuant to subsection (b). Notwithstanding this subsection (a), with respect to a family partnership, this section does not apply to a dissociated partner's interest to the extent provided in § 61-1-603(a) .
(b) The buyout price of a dissociated partner's interest is the amount that would have been distributable to the dissociating partner under § 61-1-807(b) if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of that date. Interest must be paid from the date of dissociation to the date of payment.
(c) Damages for wrongful dissociation under § 61-1-602(b) , and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, must be offset against the buyout price. Interest must be paid from the date the amount owed becomes due to the date of payment.
(d) A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under § 61-1-702 .
(e) If no agreement for the purchase of a dissociated partner's interest is reached within one hundred twenty (120) days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (c).
(f) If a deferred payment is authorized under subsection (h), the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (c), stating the time of payment, and the other terms and conditions of the obligation.
(g) The payment or tender required by subsection (e) or (f) must be accompanied by the following: (1) A statement of partnership assets and liabilities as of the date of dissociation; (2) The latest available partnership balance sheet and income statement, if any; (3) An explanation of how the estimated amount of the payment was calculated; and (4) Written notice that the payment is in full satisfaction of the obligation to purchase unless, within one hundred twenty (120) days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection (c), or other terms of the obligation to purchase.
(1) A statement of partnership assets and liabilities as of the date of dissociation;
(2) The latest available partnership balance sheet and income statement, if any;
(3) An explanation of how the estimated amount of the payment was calculated; and
(4) Written notice that the payment is in full satisfaction of the obligation to purchase unless, within one hundred twenty (120) days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection (c), or other terms of the obligation to purchase.
(h) A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause any material hardship to the business of the partnership. A deferred payment must bear interest.
(i) A dissociated partner may maintain an action against the partnership, pursuant to § 61-1-405(b)(2)(B) , to determine the buyout price of that partner's interest, any offsets under subsection (c), or other terms of the obligation to purchase. The action must be commenced within one hundred twenty (120) days after the partnership has tendered payment or an offer to pay or within one (1) year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner's interest, any offset due under subsection (c), and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (h), the court shall also determine the other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership's failure to tender payment or an offer to pay or to comply with subsection (g).
Amended by 2024 Tenn. Acts, ch. 695,s 10, eff. 7/1/2024.
Acts 2001, ch. 353; 2002, ch. 563, § 3.
Tenn. Code Ann. § 61-1-1003 — TN Code / Title 61 / Chapter 1 / Section 61-1-1003
Name
Status: in_force

(a) A registered limited liability partnership or foreign registered limited liability partnership name must contain the words "registered limited liability partnership," or the abbreviation "L.L.P." or "LLP" or words or abbreviations of like import in another language; provided, that they are written in roman characters or letters; and provided further, that in the case of a foreign registered limited liability partnership, the name may contain, in lieu of the foregoing, the designations allowed by the jurisdiction in which the foreign registered limited liability partnership was registered. (b) Except as authorized by subsection (c), the name of a domestic limited liability partnership, and the name of a foreign limited liability partnership that is registered in this state or is applying for registration in this state, shall be distinguishable upon the records of the secretary of state from the respective names of or for every other entity, whether true, assumed, reserved or registered, to the extent the use or reservation of such names is evidenced by a filing with the secretary of state under applicable law. (c) A domestic or foreign limited liability partnership, or person acting on behalf of a limited liability 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 subsection (b). The secretary of state shall authorize use of the indistinguishable name applied for, if: (1) The person holding the right to use the previously filed name described in subsection (b) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant; (2) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state; (3) The person holding the right to use the previously filed name described in subsection (b) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent; or (4) In the case of a registered limited liability partnership or a foreign registered limited liability partnership, the name of the partnership is composed solely of the names of the partners in the partnership. (d) A person may reserve the exclusive use of a registered limited liability partnership or foreign registered limited liability partnership name, including an assumed name, by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the registered limited liability partnership name applied for meets the requirements of this section and is available, the secretary of state shall reserve the name for the applicant's exclusive use for a four-month period. Upon the expiration of the four-month period, the same or any other party may apply to reserve the same name. (e) The owner of a reserved registered limited liability partnership name, including an assumed name, may transfer the reservation to another person by delivering to the secretary of state a notice of the transfer signed by the owner that states the name and address of the transferee. (f) The reservation of a specific name may be cancelled by filing with the secretary of state a notice, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee. Acts 1995, ch. 400, § 9; 2001, ch. 353; T.C.A., § 61-1-145; Acts 2010, ch. 743, §§ 9, 10.
(a) A registered limited liability partnership or foreign registered limited liability partnership name must contain the words "registered limited liability partnership," or the abbreviation "L.L.P." or "LLP" or words or abbreviations of like import in another language; provided, that they are written in roman characters or letters; and provided further, that in the case of a foreign registered limited liability partnership, the name may contain, in lieu of the foregoing, the designations allowed by the jurisdiction in which the foreign registered limited liability partnership was registered.
(b) Except as authorized by subsection (c), the name of a domestic limited liability partnership, and the name of a foreign limited liability partnership that is registered in this state or is applying for registration in this state, shall be distinguishable upon the records of the secretary of state from the respective names of or for every other entity, whether true, assumed, reserved or registered, to the extent the use or reservation of such names is evidenced by a filing with the secretary of state under applicable law.
(c) A domestic or foreign limited liability partnership, or person acting on behalf of a limited liability 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 subsection (b). The secretary of state shall authorize use of the indistinguishable name applied for, if: (1) The person holding the right to use the previously filed name described in subsection (b) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant; (2) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state; (3) The person holding the right to use the previously filed name described in subsection (b) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent; or (4) In the case of a registered limited liability partnership or a foreign registered limited liability partnership, the name of the partnership is composed solely of the names of the partners in the partnership.
(1) The person holding the right to use the previously filed name described in subsection (b) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant;
(2) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state;
(3) The person holding the right to use the previously filed name described in subsection (b) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent; or
(4) In the case of a registered limited liability partnership or a foreign registered limited liability partnership, the name of the partnership is composed solely of the names of the partners in the partnership.
(d) A person may reserve the exclusive use of a registered limited liability partnership or foreign registered limited liability partnership name, including an assumed name, by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the registered limited liability partnership name applied for meets the requirements of this section and is available, the secretary of state shall reserve the name for the applicant's exclusive use for a four-month period. Upon the expiration of the four-month period, the same or any other party may apply to reserve the same name.
(e) The owner of a reserved registered limited liability partnership name, including an assumed name, may transfer the reservation to another person by delivering to the secretary of state a notice of the transfer signed by the owner that states the name and address of the transferee.
(f) The reservation of a specific name may be cancelled by filing with the secretary of state a notice, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee.
Acts 1995, ch. 400, § 9; 2001, ch. 353; T.C.A., § 61-1-145; Acts 2010, ch. 743, §§ 9, 10.
Tenn. Code Ann. § 61-3-504 — TN Code / Title 61 / Chapter 3 / Section 61-3-504
Limitations on distributions
Status: in_force

(a) A limited partnership may not make a distribution, including a distribution under § 61-3-810 , if after the distribution: (1) The partnership would not be able to pay its debts as they become due in the ordinary course of the partnership's activities and affairs; or (2) The partnership's total assets would be less than the sum of its total liabilities, other than liabilities for which the recourse of creditors is limited to specified property, plus the amount that would be needed, if the partnership were to be dissolved and wound up at the time of the distribution, to satisfy the preferential rights upon dissolution and winding up of partners and transferees whose preferential rights are superior to the rights of persons receiving the distribution; provided, however, that the value of property that is subject to a liability for which the recourse of creditors is limited must be included in the total assets of the partnership, only to the extent the value of the property exceeds the liability. (b) A limited partnership may base a determination that a distribution is not prohibited under subsection (a) on: (1) Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or (2) A fair valuation or other method that is reasonable under the circumstances. (c) Except as otherwise provided in subsection (e), the effect of a distribution under subsection (a) is measured: (1) In the case of a distribution that consists of a redemption or other purchase by the limited partnership of a transferrable interest, or of a transfer to a partner in return for relinquishment of any of that person's rights as a partner, as of the earlier of: (A) The date money or other property is transferred or debt is incurred by the limited partnership; or (B) The date the person entitled to the distribution ceases to own the interest or right being acquired by the partnership in return for the distribution; (2) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and (3) In all other cases, as of the date: (A) The distribution is authorized, if the payment occurs not later than one hundred twenty (120) days after that date; or (B) The payment is made, if the payment occurs more than one hundred twenty (120) days after the distribution is authorized. (d) A limited partnership's indebtedness to a partner or transferee incurred by reason of a distribution made in accordance with this section is at parity with the partnership's indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement. (e) A limited partnership's indebtedness, including indebtedness issued as a distribution, is not a liability for purposes of subsection (a) if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is made. (f) In measuring the effect of a distribution under § 61-3-810 , the liabilities of a dissolved limited partnership do not include any claim that has been disposed of under § 61-3-806 , § 61-3-807 , or § 61-3-808 . Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) A limited partnership may not make a distribution, including a distribution under § 61-3-810 , if after the distribution: (1) The partnership would not be able to pay its debts as they become due in the ordinary course of the partnership's activities and affairs; or (2) The partnership's total assets would be less than the sum of its total liabilities, other than liabilities for which the recourse of creditors is limited to specified property, plus the amount that would be needed, if the partnership were to be dissolved and wound up at the time of the distribution, to satisfy the preferential rights upon dissolution and winding up of partners and transferees whose preferential rights are superior to the rights of persons receiving the distribution; provided, however, that the value of property that is subject to a liability for which the recourse of creditors is limited must be included in the total assets of the partnership, only to the extent the value of the property exceeds the liability.
(1) The partnership would not be able to pay its debts as they become due in the ordinary course of the partnership's activities and affairs; or
(2) The partnership's total assets would be less than the sum of its total liabilities, other than liabilities for which the recourse of creditors is limited to specified property, plus the amount that would be needed, if the partnership were to be dissolved and wound up at the time of the distribution, to satisfy the preferential rights upon dissolution and winding up of partners and transferees whose preferential rights are superior to the rights of persons receiving the distribution; provided, however, that the value of property that is subject to a liability for which the recourse of creditors is limited must be included in the total assets of the partnership, only to the extent the value of the property exceeds the liability.
(b) A limited partnership may base a determination that a distribution is not prohibited under subsection (a) on: (1) Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or (2) A fair valuation or other method that is reasonable under the circumstances.
(1) Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or
(2) A fair valuation or other method that is reasonable under the circumstances.
(c) Except as otherwise provided in subsection (e), the effect of a distribution under subsection (a) is measured: (1) In the case of a distribution that consists of a redemption or other purchase by the limited partnership of a transferrable interest, or of a transfer to a partner in return for relinquishment of any of that person's rights as a partner, as of the earlier of: (A) The date money or other property is transferred or debt is incurred by the limited partnership; or (B) The date the person entitled to the distribution ceases to own the interest or right being acquired by the partnership in return for the distribution; (2) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and (3) In all other cases, as of the date: (A) The distribution is authorized, if the payment occurs not later than one hundred twenty (120) days after that date; or (B) The payment is made, if the payment occurs more than one hundred twenty (120) days after the distribution is authorized.
(1) In the case of a distribution that consists of a redemption or other purchase by the limited partnership of a transferrable interest, or of a transfer to a partner in return for relinquishment of any of that person's rights as a partner, as of the earlier of: (A) The date money or other property is transferred or debt is incurred by the limited partnership; or (B) The date the person entitled to the distribution ceases to own the interest or right being acquired by the partnership in return for the distribution;
(A) The date money or other property is transferred or debt is incurred by the limited partnership; or
(B) The date the person entitled to the distribution ceases to own the interest or right being acquired by the partnership in return for the distribution;
(2) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and
(3) In all other cases, as of the date: (A) The distribution is authorized, if the payment occurs not later than one hundred twenty (120) days after that date; or (B) The payment is made, if the payment occurs more than one hundred twenty (120) days after the distribution is authorized.
(A) The distribution is authorized, if the payment occurs not later than one hundred twenty (120) days after that date; or
(B) The payment is made, if the payment occurs more than one hundred twenty (120) days after the distribution is authorized.
(d) A limited partnership's indebtedness to a partner or transferee incurred by reason of a distribution made in accordance with this section is at parity with the partnership's indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement.
(e) A limited partnership's indebtedness, including indebtedness issued as a distribution, is not a liability for purposes of subsection (a) if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is made.
(f) In measuring the effect of a distribution under § 61-3-810 , the liabilities of a dissolved limited partnership do not include any claim that has been disposed of under § 61-3-806 , § 61-3-807 , or § 61-3-808 .
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-603 — TN Code / Title 61 / Chapter 1 / Section 61-1-603
Effect of partner's dissociation
Status: in_force

(a) (1) If a partner's dissociation results in a dissolution and winding up of the partnership business, part 8 of this chapter applies; otherwise, part 7 of this chapter applies. (2) Notwithstanding subdivision (a)(1) or part 6, part 7, or part 8 of this chapter to the contrary, with respect to a family partnership: (A) If a partner dissociates or is dissociated as described in § 61-1-601(1), (6), (7), (8), (9), or (10) , then the dissociation: (i) Does not cause the winding up of the partnership business under part 8 of this chapter; and (ii) Does not obligate or cause the partnership to purchase the dissociating partner's interest in the partnership as provided under § 61-1-701 , unless a written partnership agreement provides otherwise; and (B) The dissociating partner's interest in the partnership must for all purposes be treated as the interest of a transferee of the dissociating partner's share of the profits and losses of the partnership and the partner's right to receive distributions, as contemplated in §§ 61-1-502 and 61-1-503(b) , and the dissociated partner is not deemed a partner for purposes of § 61-1-306 but may be deemed a transferee of the partnership interest. (b) Upon a partner's dissociation: (1) The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in § 61-1-803 ; (2) The partner's duty of loyalty under § 61-1-404(b)(3) terminates; and (3) The partner's duty of loyalty under § 61-1-404(b)(1) and (2) and duty of care under § 61-1-404(c) continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to § 61-1-803 . Amended by 2024 Tenn. Acts, ch. 695,s 9, eff. 7/1/2024. Acts 2001, ch. 353.
(a) (1) If a partner's dissociation results in a dissolution and winding up of the partnership business, part 8 of this chapter applies; otherwise, part 7 of this chapter applies. (2) Notwithstanding subdivision (a)(1) or part 6, part 7, or part 8 of this chapter to the contrary, with respect to a family partnership: (A) If a partner dissociates or is dissociated as described in § 61-1-601(1), (6), (7), (8), (9), or (10) , then the dissociation: (i) Does not cause the winding up of the partnership business under part 8 of this chapter; and (ii) Does not obligate or cause the partnership to purchase the dissociating partner's interest in the partnership as provided under § 61-1-701 , unless a written partnership agreement provides otherwise; and (B) The dissociating partner's interest in the partnership must for all purposes be treated as the interest of a transferee of the dissociating partner's share of the profits and losses of the partnership and the partner's right to receive distributions, as contemplated in §§ 61-1-502 and 61-1-503(b) , and the dissociated partner is not deemed a partner for purposes of § 61-1-306 but may be deemed a transferee of the partnership interest.
(1) If a partner's dissociation results in a dissolution and winding up of the partnership business, part 8 of this chapter applies; otherwise, part 7 of this chapter applies.
(2) Notwithstanding subdivision (a)(1) or part 6, part 7, or part 8 of this chapter to the contrary, with respect to a family partnership: (A) If a partner dissociates or is dissociated as described in § 61-1-601(1), (6), (7), (8), (9), or (10) , then the dissociation: (i) Does not cause the winding up of the partnership business under part 8 of this chapter; and (ii) Does not obligate or cause the partnership to purchase the dissociating partner's interest in the partnership as provided under § 61-1-701 , unless a written partnership agreement provides otherwise; and (B) The dissociating partner's interest in the partnership must for all purposes be treated as the interest of a transferee of the dissociating partner's share of the profits and losses of the partnership and the partner's right to receive distributions, as contemplated in §§ 61-1-502 and 61-1-503(b) , and the dissociated partner is not deemed a partner for purposes of § 61-1-306 but may be deemed a transferee of the partnership interest.
(A) If a partner dissociates or is dissociated as described in § 61-1-601(1), (6), (7), (8), (9), or (10) , then the dissociation: (i) Does not cause the winding up of the partnership business under part 8 of this chapter; and (ii) Does not obligate or cause the partnership to purchase the dissociating partner's interest in the partnership as provided under § 61-1-701 , unless a written partnership agreement provides otherwise; and
(i) Does not cause the winding up of the partnership business under part 8 of this chapter; and
(ii) Does not obligate or cause the partnership to purchase the dissociating partner's interest in the partnership as provided under § 61-1-701 , unless a written partnership agreement provides otherwise; and
(B) The dissociating partner's interest in the partnership must for all purposes be treated as the interest of a transferee of the dissociating partner's share of the profits and losses of the partnership and the partner's right to receive distributions, as contemplated in §§ 61-1-502 and 61-1-503(b) , and the dissociated partner is not deemed a partner for purposes of § 61-1-306 but may be deemed a transferee of the partnership interest.
(b) Upon a partner's dissociation: (1) The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in § 61-1-803 ; (2) The partner's duty of loyalty under § 61-1-404(b)(3) terminates; and (3) The partner's duty of loyalty under § 61-1-404(b)(1) and (2) and duty of care under § 61-1-404(c) continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to § 61-1-803 .
(1) The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in § 61-1-803 ;
(2) The partner's duty of loyalty under § 61-1-404(b)(3) terminates; and
(3) The partner's duty of loyalty under § 61-1-404(b)(1) and (2) and duty of care under § 61-1-404(c) continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to § 61-1-803 .
Amended by 2024 Tenn. Acts, ch. 695,s 9, eff. 7/1/2024.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-111 — TN Code / Title 61 / Chapter 3 / Section 61-3-111
Supplemental principles of law
Status: in_force

Unless displaced by this chapter, the principles of law and equity supplement this chapter. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Unless displaced by this chapter, the principles of law and equity supplement this chapter.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-1205 — TN Code / Title 61 / Chapter 2 / Section 61-2-1205
Rules of law and equity
Status: in_force

In any case not provided for in this chapter, the Tennessee Uniform Partnership Law, compiled in chapter 1 of this title, and the rules of law and equity shall govern. Acts 1988, ch. 922, § 1.
In any case not provided for in this chapter, the Tennessee Uniform Partnership Law, compiled in chapter 1 of this title, and the rules of law and equity shall govern.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-2-805 — TN Code / Title 61 / Chapter 2 / Section 61-2-805
Known claims against dissolved limited partnership - Notice of dissolution
Status: in_force

(a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in this section. (b) The dissolved limited partnership shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: (1) Describe information that must be included in a claim; (2) State whether the claim is admitted, or not admitted, and if admitted: (A) The amount that is admitted, which may be as of a given date; and (B) Any interest obligation if fixed by an instrument of indebtedness; (3) Provide a mailing address where a claim may be sent; (4) State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved limited partnership must receive the claim; and (5) State that, except to the extent that any claim is admitted, the claim will be barred if written notice of the claim is not received by the deadline. (c) A claim against the dissolved limited partnership is barred to the extent that it is not admitted: (1) If the dissolved limited partnership delivered written notice to the claimant in accordance with subsection (b) and the claimant does not deliver a written notice of the claim to the dissolved limited partnership by the deadline; or (2) If the dissolved limited partnership delivered written notice to the claimant that his claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice. (d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. (e) For purposes of this section, written notice, if in a comprehensible form, is effective at the earliest of the following: (1) When received; (2) Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon; (3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (4) Twenty (20) days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed. Acts 1989, ch. 270, § 70.
(a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in this section.
(b) The dissolved limited partnership shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: (1) Describe information that must be included in a claim; (2) State whether the claim is admitted, or not admitted, and if admitted: (A) The amount that is admitted, which may be as of a given date; and (B) Any interest obligation if fixed by an instrument of indebtedness; (3) Provide a mailing address where a claim may be sent; (4) State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved limited partnership must receive the claim; and (5) State that, except to the extent that any claim is admitted, the claim will be barred if written notice of the claim is not received by the deadline.
(1) Describe information that must be included in a claim;
(2) State whether the claim is admitted, or not admitted, and if admitted: (A) The amount that is admitted, which may be as of a given date; and (B) Any interest obligation if fixed by an instrument of indebtedness;
(A) The amount that is admitted, which may be as of a given date; and
(B) Any interest obligation if fixed by an instrument of indebtedness;
(3) Provide a mailing address where a claim may be sent;
(4) State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved limited partnership must receive the claim; and
(5) State that, except to the extent that any claim is admitted, the claim will be barred if written notice of the claim is not received by the deadline.
(c) A claim against the dissolved limited partnership is barred to the extent that it is not admitted: (1) If the dissolved limited partnership delivered written notice to the claimant in accordance with subsection (b) and the claimant does not deliver a written notice of the claim to the dissolved limited partnership by the deadline; or (2) If the dissolved limited partnership delivered written notice to the claimant that his claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice.
(1) If the dissolved limited partnership delivered written notice to the claimant in accordance with subsection (b) and the claimant does not deliver a written notice of the claim to the dissolved limited partnership by the deadline; or
(2) If the dissolved limited partnership delivered written notice to the claimant that his claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice.
(d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
(e) For purposes of this section, written notice, if in a comprehensible form, is effective at the earliest of the following: (1) When received; (2) Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon; (3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (4) Twenty (20) days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed.
(1) When received;
(2) Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon;
(3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or
(4) Twenty (20) days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed.
Acts 1989, ch. 270, § 70.
Tenn. Code Ann. § 61-1-905 — TN Code / Title 61 / Chapter 1 / Section 61-1-905
Merger of partnerships
Status: in_force

(a) Pursuant to a plan of merger approved as provided in subsection (c), a partnership may be merged with one (1) or more partnerships or limited partnerships. (b) The plan of merger must set forth: (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 partnership or limited partnerships will merge; (3) Whether the surviving entity is a partnership or a limited partnership and the status of each partner; (4) The terms and conditions of the merger; (5) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part; and (6) The street address of the surviving entity's chief executive office. (c) The plan of merger must be approved: (1) In the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and (2) In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement. (d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan. (e) The merger takes effect on the later of: (1) The approval of the plan of merger by all parties to the merger, as provided in subsection (c); (2) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or (3) Any effective date specified in the plan of merger. Acts 2001, ch. 353.
(a) Pursuant to a plan of merger approved as provided in subsection (c), a partnership may be merged with one (1) or more partnerships or limited partnerships.
(b) The plan of merger must set forth: (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 partnership or limited partnerships will merge; (3) Whether the surviving entity is a partnership or a limited partnership and the status of each partner; (4) The terms and conditions of the merger; (5) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part; and (6) The street address of the surviving entity's chief executive office.
(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 partnership or limited partnerships will merge;
(3) Whether the surviving entity is a partnership or a limited partnership and the status of each partner;
(4) The terms and conditions of the merger;
(5) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part; and
(6) The street address of the surviving entity's chief executive office.
(c) The plan of merger must be approved: (1) In the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and (2) In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.
(1) In the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and
(2) In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.
(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
(e) The merger takes effect on the later of: (1) The approval of the plan of merger by all parties to the merger, as provided in subsection (c); (2) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or (3) Any effective date specified in the plan of merger.
(1) The approval of the plan of merger by all parties to the merger, as provided in subsection (c);
(2) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or
(3) Any effective date specified in the plan of merger.
Acts 2001, ch. 353.
Tenn. Code Ann. § 61-3-209 — TN Code / Title 61 / Chapter 3 / Section 61-3-209
Duty of secretary of state to file - Review of refusal to file - Delivery of record by secretary of state
Status: in_force

(a) The secretary of state shall file a record delivered to the secretary of state for filing that satisfies this chapter. The duty of the secretary of state under this section is ministerial. (b) When the secretary of state files a record, the secretary of state must record it as filed on the date and at the time of its delivery. After filing a record, the secretary of state shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date and time of filing. (c) If the secretary of state refuses to file a record, the secretary of state must, not later than fifteen (15) business days after the record is delivered: (1) Return the record or notify the person that submitted the record of the refusal; and (2) Provide a brief explanation in a record of the reason for the refusal. (d) (1) If the secretary of state refuses to file a record, the person that submitted the record may petition the chancery court of Davidson County to compel filing of the record. The record and the explanation of the secretary of state of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding. (2) Any judicial review of the secretary of state's refusal to file a record must be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5. (e) The filing of or refusal to file a record does not: (1) Affect the validity or invalidity of the record in whole or in part; or (2) Create a presumption that the information contained in the record is correct or incorrect. (f) Except as otherwise provided in § 61-3-119 or by law other than this chapter, the secretary of state may deliver any record to a person by delivering it: (1) In person to the person that submitted it; (2) To the address of the person's registered agent; (3) To the principal office of the person; or (4) To another address, including an electronic mail address, the person provides to the secretary of state for delivery. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
(a) The secretary of state shall file a record delivered to the secretary of state for filing that satisfies this chapter. The duty of the secretary of state under this section is ministerial.
(b) When the secretary of state files a record, the secretary of state must record it as filed on the date and at the time of its delivery. After filing a record, the secretary of state shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date and time of filing.
(c) If the secretary of state refuses to file a record, the secretary of state must, not later than fifteen (15) business days after the record is delivered: (1) Return the record or notify the person that submitted the record of the refusal; and (2) Provide a brief explanation in a record of the reason for the refusal.
(1) Return the record or notify the person that submitted the record of the refusal; and
(2) Provide a brief explanation in a record of the reason for the refusal.
(d) (1) If the secretary of state refuses to file a record, the person that submitted the record may petition the chancery court of Davidson County to compel filing of the record. The record and the explanation of the secretary of state of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding. (2) Any judicial review of the secretary of state's refusal to file a record must be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
(1) If the secretary of state refuses to file a record, the person that submitted the record may petition the chancery court of Davidson County to compel filing of the record. The record and the explanation of the secretary of state of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.
(2) Any judicial review of the secretary of state's refusal to file a record must be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
(e) The filing of or refusal to file a record does not: (1) Affect the validity or invalidity of the record in whole or in part; or (2) Create a presumption that the information contained in the record is correct or incorrect.
(1) Affect the validity or invalidity of the record in whole or in part; or
(2) Create a presumption that the information contained in the record is correct or incorrect.
(f) Except as otherwise provided in § 61-3-119 or by law other than this chapter, the secretary of state may deliver any record to a person by delivering it: (1) In person to the person that submitted it; (2) To the address of the person's registered agent; (3) To the principal office of the person; or (4) To another address, including an electronic mail address, the person provides to the secretary of state for delivery.
(1) In person to the person that submitted it;
(2) To the address of the person's registered agent;
(3) To the principal office of the person; or
(4) To another address, including an electronic mail address, the person provides to the secretary of state for delivery.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-109 — TN Code / Title 61 / Chapter 2 / Section 61-2-109
Indemnification of partner - Advancement of expenses
Status: in_force

(a) (1) Subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever if: (A) He conducted himself in good faith; (B) He reasonably believed: (i) In the case of conduct in his official capacity with the partnership, that his conduct was in its best interests; and (ii) In all other cases, that his conduct was at least not opposed to its best interests; and (C) In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. (2) The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the partner did not meet the standard of conduct described in this section. (b) Unless limited by its partnership agreement, a partnership shall indemnify a partner who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he is a party because he is or was a partner of the partnership against reasonable expenses incurred by him in connection with the proceeding. (c) (1) A partnership may pay for or reimburse the reasonable expenses incurred by a partner who is a party to a proceeding in advance of final disposition of the proceeding if: (A) The partner furnishes the partnership with a written affirmation of his good faith belief that he has met the standard of conduct described in subsection (a); (B) The partner furnishes the partnership with a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he is not entitled to indemnification; and (C) A determination is made that the facts then known to those making the determination would not preclude indemnification under this section; (2) The undertaking required by subdivision (c)(1)(B) must be an unlimited general obligation of the partner but need not be secured and may be accepted without reference to financial ability to make repayment; and (3) Determinations and authorizations of payments under this section shall be made in the manner specified in subsection (e). (d) Unless the partnership agreement provides otherwise, a partner of the partnership who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary may order indemnification if it determines: (1) That the partner is entitled to mandatory indemnification under subsection (b), in which case the court shall also order the partnership to pay the partner's reasonable expenses incurred to obtain court-ordered indemnification; or (2) The partner is fairly and reasonably entitled to indemnification in view of all of the relevant circumstances, whether or not he is entitled to mandatory indemnification under subsection (b). (e) (1) A partnership may not indemnify a partner under subsection (a) unless authorized in the specific case after a determination has been made that indemnification of the partner is permissible in the circumstances because he has met the standard of conduct set forth in subsection (a). (2) The determination shall be made: (A) By the general partners by majority vote of a quorum consisting of partners not at the time parties to the proceeding; (B) If a quorum cannot be obtained under subdivision (e)(2)(A), by majority vote of a committee duly designated by the general partners (in which designation partners who are parties may participate), consisting solely of two (2) or more partners not at the time parties to the proceeding; (C) By independent special legal counsel: (i) Selected by the general partners or its committee in the manner prescribed in subdivision (e)(2)(A) or (e)(2)(B); or (ii) If a quorum of the partners cannot be obtained under subdivision (e)(2)(A) and a committee cannot be designated under subdivision (e)(2)(B), selected by majority vote of the general partners (in which selection partners who are parties may participate); or (D) By the limited partners, but those who are at the time parties to the proceeding may not vote on the determination. (3) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subdivision (e)(2)(C) to select counsel. (f) Unless the partnership agreement provides otherwise: (1) A limited partner of the partnership who is not a general partner is entitled to mandatory indemnification under subsection (b), and is entitled to apply for a court-ordered indemnification under subsection (d), in each case to the same extent as a general partner; (2) The partnership may indemnify and advance expenses under this part to an officer, employee or agent of the partnership who is not a partner to the same extent as to a partner; and (3) A partnership may also indemnify and advance expenses to an officer, employee or agent who is not a partner to the extent, consistent with public policy, that may be provided by its partnership agreement, general or specific action of its partners or contract. (g) A partnership may purchase and maintain insurance on behalf of an individual who is or was a partner, officer, employee or agent of the partnership, or who, while a partner, officer, employee or agent of the partnership, is or was serving at the request of the corporation as a partner, officer, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against the liability asserted against or incurred by him in that capacity or arising from his status as a partner, officer, employee or agent, whether or not the partnership would have power to indemnify him against the same liability under this section. (h) (1) The indemnification and advancement of expenses granted pursuant to, or provided by, this section shall not be deemed exclusive of any other rights to which a partner, officer, employee or agent seeking indemnification or advancement of expenses may be entitled, whether contained in this section, the partnership agreement, action of partners or an agreement providing for such indemnification; provided, however, that no indemnification may be made to or on behalf of any person if a judgment or other final adjudication adverse to the person establishes his liability: (A) For any breach of the duty of loyalty to the partnership or its partners; (B) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (C) For any distribution made in violation of the partnership agreement or any section of this chapter. (2) This part does not limit a partnership's power to pay or reimburse expenses incurred by a partner, officer, employee or agent in connection with his appearance as a witness in a proceeding at a time when he has not been made a named defendant or respondent to the proceeding. Acts 1988, ch. 922, § 1.
(a) (1) Subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever if: (A) He conducted himself in good faith; (B) He reasonably believed: (i) In the case of conduct in his official capacity with the partnership, that his conduct was in its best interests; and (ii) In all other cases, that his conduct was at least not opposed to its best interests; and (C) In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. (2) The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the partner did not meet the standard of conduct described in this section.
(1) Subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever if: (A) He conducted himself in good faith; (B) He reasonably believed: (i) In the case of conduct in his official capacity with the partnership, that his conduct was in its best interests; and (ii) In all other cases, that his conduct was at least not opposed to its best interests; and (C) In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.
(A) He conducted himself in good faith;
(B) He reasonably believed: (i) In the case of conduct in his official capacity with the partnership, that his conduct was in its best interests; and (ii) In all other cases, that his conduct was at least not opposed to its best interests; and
(i) In the case of conduct in his official capacity with the partnership, that his conduct was in its best interests; and
(ii) In all other cases, that his conduct was at least not opposed to its best interests; and
(C) In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.
(2) The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the partner did not meet the standard of conduct described in this section.
(b) Unless limited by its partnership agreement, a partnership shall indemnify a partner who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he is a party because he is or was a partner of the partnership against reasonable expenses incurred by him in connection with the proceeding.
(c) (1) A partnership may pay for or reimburse the reasonable expenses incurred by a partner who is a party to a proceeding in advance of final disposition of the proceeding if: (A) The partner furnishes the partnership with a written affirmation of his good faith belief that he has met the standard of conduct described in subsection (a); (B) The partner furnishes the partnership with a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he is not entitled to indemnification; and (C) A determination is made that the facts then known to those making the determination would not preclude indemnification under this section; (2) The undertaking required by subdivision (c)(1)(B) must be an unlimited general obligation of the partner but need not be secured and may be accepted without reference to financial ability to make repayment; and (3) Determinations and authorizations of payments under this section shall be made in the manner specified in subsection (e).
(1) A partnership may pay for or reimburse the reasonable expenses incurred by a partner who is a party to a proceeding in advance of final disposition of the proceeding if: (A) The partner furnishes the partnership with a written affirmation of his good faith belief that he has met the standard of conduct described in subsection (a); (B) The partner furnishes the partnership with a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he is not entitled to indemnification; and (C) A determination is made that the facts then known to those making the determination would not preclude indemnification under this section;
(A) The partner furnishes the partnership with a written affirmation of his good faith belief that he has met the standard of conduct described in subsection (a);
(B) The partner furnishes the partnership with a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he is not entitled to indemnification; and
(C) A determination is made that the facts then known to those making the determination would not preclude indemnification under this section;
(2) The undertaking required by subdivision (c)(1)(B) must be an unlimited general obligation of the partner but need not be secured and may be accepted without reference to financial ability to make repayment; and
(3) Determinations and authorizations of payments under this section shall be made in the manner specified in subsection (e).
(d) Unless the partnership agreement provides otherwise, a partner of the partnership who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary may order indemnification if it determines: (1) That the partner is entitled to mandatory indemnification under subsection (b), in which case the court shall also order the partnership to pay the partner's reasonable expenses incurred to obtain court-ordered indemnification; or (2) The partner is fairly and reasonably entitled to indemnification in view of all of the relevant circumstances, whether or not he is entitled to mandatory indemnification under subsection (b).
(1) That the partner is entitled to mandatory indemnification under subsection (b), in which case the court shall also order the partnership to pay the partner's reasonable expenses incurred to obtain court-ordered indemnification; or
(2) The partner is fairly and reasonably entitled to indemnification in view of all of the relevant circumstances, whether or not he is entitled to mandatory indemnification under subsection (b).
(e) (1) A partnership may not indemnify a partner under subsection (a) unless authorized in the specific case after a determination has been made that indemnification of the partner is permissible in the circumstances because he has met the standard of conduct set forth in subsection (a). (2) The determination shall be made: (A) By the general partners by majority vote of a quorum consisting of partners not at the time parties to the proceeding; (B) If a quorum cannot be obtained under subdivision (e)(2)(A), by majority vote of a committee duly designated by the general partners (in which designation partners who are parties may participate), consisting solely of two (2) or more partners not at the time parties to the proceeding; (C) By independent special legal counsel: (i) Selected by the general partners or its committee in the manner prescribed in subdivision (e)(2)(A) or (e)(2)(B); or (ii) If a quorum of the partners cannot be obtained under subdivision (e)(2)(A) and a committee cannot be designated under subdivision (e)(2)(B), selected by majority vote of the general partners (in which selection partners who are parties may participate); or (D) By the limited partners, but those who are at the time parties to the proceeding may not vote on the determination. (3) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subdivision (e)(2)(C) to select counsel.
(1) A partnership may not indemnify a partner under subsection (a) unless authorized in the specific case after a determination has been made that indemnification of the partner is permissible in the circumstances because he has met the standard of conduct set forth in subsection (a).
(2) The determination shall be made: (A) By the general partners by majority vote of a quorum consisting of partners not at the time parties to the proceeding; (B) If a quorum cannot be obtained under subdivision (e)(2)(A), by majority vote of a committee duly designated by the general partners (in which designation partners who are parties may participate), consisting solely of two (2) or more partners not at the time parties to the proceeding; (C) By independent special legal counsel: (i) Selected by the general partners or its committee in the manner prescribed in subdivision (e)(2)(A) or (e)(2)(B); or (ii) If a quorum of the partners cannot be obtained under subdivision (e)(2)(A) and a committee cannot be designated under subdivision (e)(2)(B), selected by majority vote of the general partners (in which selection partners who are parties may participate); or (D) By the limited partners, but those who are at the time parties to the proceeding may not vote on the determination.
(A) By the general partners by majority vote of a quorum consisting of partners not at the time parties to the proceeding;
(B) If a quorum cannot be obtained under subdivision (e)(2)(A), by majority vote of a committee duly designated by the general partners (in which designation partners who are parties may participate), consisting solely of two (2) or more partners not at the time parties to the proceeding;
(C) By independent special legal counsel: (i) Selected by the general partners or its committee in the manner prescribed in subdivision (e)(2)(A) or (e)(2)(B); or (ii) If a quorum of the partners cannot be obtained under subdivision (e)(2)(A) and a committee cannot be designated under subdivision (e)(2)(B), selected by majority vote of the general partners (in which selection partners who are parties may participate); or
(i) Selected by the general partners or its committee in the manner prescribed in subdivision (e)(2)(A) or (e)(2)(B); or
(ii) If a quorum of the partners cannot be obtained under subdivision (e)(2)(A) and a committee cannot be designated under subdivision (e)(2)(B), selected by majority vote of the general partners (in which selection partners who are parties may participate); or
(D) By the limited partners, but those who are at the time parties to the proceeding may not vote on the determination.
(3) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subdivision (e)(2)(C) to select counsel.
(f) Unless the partnership agreement provides otherwise: (1) A limited partner of the partnership who is not a general partner is entitled to mandatory indemnification under subsection (b), and is entitled to apply for a court-ordered indemnification under subsection (d), in each case to the same extent as a general partner; (2) The partnership may indemnify and advance expenses under this part to an officer, employee or agent of the partnership who is not a partner to the same extent as to a partner; and (3) A partnership may also indemnify and advance expenses to an officer, employee or agent who is not a partner to the extent, consistent with public policy, that may be provided by its partnership agreement, general or specific action of its partners or contract.
(1) A limited partner of the partnership who is not a general partner is entitled to mandatory indemnification under subsection (b), and is entitled to apply for a court-ordered indemnification under subsection (d), in each case to the same extent as a general partner;
(2) The partnership may indemnify and advance expenses under this part to an officer, employee or agent of the partnership who is not a partner to the same extent as to a partner; and
(3) A partnership may also indemnify and advance expenses to an officer, employee or agent who is not a partner to the extent, consistent with public policy, that may be provided by its partnership agreement, general or specific action of its partners or contract.
(g) A partnership may purchase and maintain insurance on behalf of an individual who is or was a partner, officer, employee or agent of the partnership, or who, while a partner, officer, employee or agent of the partnership, is or was serving at the request of the corporation as a partner, officer, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against the liability asserted against or incurred by him in that capacity or arising from his status as a partner, officer, employee or agent, whether or not the partnership would have power to indemnify him against the same liability under this section.
(h) (1) The indemnification and advancement of expenses granted pursuant to, or provided by, this section shall not be deemed exclusive of any other rights to which a partner, officer, employee or agent seeking indemnification or advancement of expenses may be entitled, whether contained in this section, the partnership agreement, action of partners or an agreement providing for such indemnification; provided, however, that no indemnification may be made to or on behalf of any person if a judgment or other final adjudication adverse to the person establishes his liability: (A) For any breach of the duty of loyalty to the partnership or its partners; (B) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (C) For any distribution made in violation of the partnership agreement or any section of this chapter. (2) This part does not limit a partnership's power to pay or reimburse expenses incurred by a partner, officer, employee or agent in connection with his appearance as a witness in a proceeding at a time when he has not been made a named defendant or respondent to the proceeding.
(1) The indemnification and advancement of expenses granted pursuant to, or provided by, this section shall not be deemed exclusive of any other rights to which a partner, officer, employee or agent seeking indemnification or advancement of expenses may be entitled, whether contained in this section, the partnership agreement, action of partners or an agreement providing for such indemnification; provided, however, that no indemnification may be made to or on behalf of any person if a judgment or other final adjudication adverse to the person establishes his liability: (A) For any breach of the duty of loyalty to the partnership or its partners; (B) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (C) For any distribution made in violation of the partnership agreement or any section of this chapter.
(A) For any breach of the duty of loyalty to the partnership or its partners;
(B) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
(C) For any distribution made in violation of the partnership agreement or any section of this chapter.
(2) This part does not limit a partnership's power to pay or reimburse expenses incurred by a partner, officer, employee or agent in connection with his appearance as a witness in a proceeding at a time when he has not been made a named defendant or respondent to the proceeding.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-3-1008 — TN Code / Title 61 / Chapter 3 / Section 61-3-1008
Transfer of registration
Status: in_force

(a) When a registered foreign limited partnership has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the secretary of state to do business in this state, the foreign entity shall deliver to the secretary of state for filing an application for transfer of registration. The application must state: (1) The name of the registered foreign limited partnership before the merger or conversion; (2) That, before the merger or conversion, the registration pertained to a foreign limited partnership; (3) The name of the applicant foreign entity into which the foreign limited partnership has merged or to which it has been converted and, if the name does not comply with § 61-3-112 , an alternate name adopted pursuant to § 61-3-1006(a) ; (4) The type of entity of the applicant foreign entity, its jurisdiction of formation, the date of its formation, its duration (if other than perpetual), and the date its fiscal year closes; (5) The street addresses, including zip code, of the principal office of the applicant foreign entity and if the law of the entity's jurisdiction of formation requires the entity to maintain an office in that jurisdiction, the street address of that office; (6) The name and street address, including zip code, of the applicant foreign entity's registered agent in this state; (7) If the United States postal service does not deliver mail to any of the street addresses listed in the application, a mailing address, including zip code, to which mail may be delivered; (8) The date the applicant foreign entity commenced doing business in this state; (9) If the applicant foreign entity is a limited liability company: (A) Whether it is manager managed, member managed, director managed, or board managed; (B) If it has more than six (6) members at the date of the filing of the application, the number of members of the limited liability company at the date of the filing of the application; and (C) If § 48-249-309(i) is applicable to the foreign limited liability company, the information required by § 48-249-309(i) ; (10) If the applicant foreign entity is a corporation: (A) The name and address, including city, state, and zip code, of each of its current officers; (B) The name and address, including city, state, and zip code, of each of its current directors; (C) A statement that it is (or is not, as the case may be) a corporation for profit; and (D) Any additional designation, such as bank, captive insurance company, credit union, for-profit benefit corporation, insurance company, litigation financier, Massachusetts trust, professional corporation, or trust company; (11) If the applicant foreign entity is a limited partnership, the name and address, including city, state, and zip code, of each of its current general partners; and (12) If the application is not to become effective immediately upon filing, the date (not later than ninety (90) days after the date of filing) and time the application is to become effective. (b) The applicant foreign entity shall deliver with the completed application a certificate of existence, or document of similar import, duly authenticated by the secretary of state or other official having custody of business entity records in the jurisdiction of the applicant foreign entity's formation. The certificate shall not bear a date more than two (2) months prior to the date the application is filed in this state. (c) If the applicant foreign entity is a limited liability company that elects to be registered as an obligated member entity pursuant to § 48-217-101(f) , the application must: (1) State that the limited liability company elects to be registered as an obligated member entity; (2) State the effective date of this registration; (3) State that the signer understands that this election will cause the members of the limited liability company to become liable for the debts, obligations, and liabilities of the limited liability company to the same extent as a partner of a general partnership; and (4) Be accompanied by an obligated member addendum in the form prescribed by the secretary of state and signed by each person or entity that is a member of the limited liability company at the date of the filing of the application. (d) If the secretary of state determines upon application that the applicant foreign entity has been transacting business in this state without a certificate of authority for a period of one (1) year or more, then the secretary of state shall not file the application until the applicant foreign entity submits a letter of good standing from the department of revenue. (e) When an application for transfer of registration takes effect, the registration of the foreign limited partnership to do business in this state is transferred without interruption to the foreign entity into which the partnership has merged or to which it has been converted. Amended by 2018 Tenn. Acts, ch. 575,Secs.s14, s15, s16, s17, s18 eff. 3/16/2018. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) When a registered foreign limited partnership has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the secretary of state to do business in this state, the foreign entity shall deliver to the secretary of state for filing an application for transfer of registration. The application must state: (1) The name of the registered foreign limited partnership before the merger or conversion; (2) That, before the merger or conversion, the registration pertained to a foreign limited partnership; (3) The name of the applicant foreign entity into which the foreign limited partnership has merged or to which it has been converted and, if the name does not comply with § 61-3-112 , an alternate name adopted pursuant to § 61-3-1006(a) ; (4) The type of entity of the applicant foreign entity, its jurisdiction of formation, the date of its formation, its duration (if other than perpetual), and the date its fiscal year closes; (5) The street addresses, including zip code, of the principal office of the applicant foreign entity and if the law of the entity's jurisdiction of formation requires the entity to maintain an office in that jurisdiction, the street address of that office; (6) The name and street address, including zip code, of the applicant foreign entity's registered agent in this state; (7) If the United States postal service does not deliver mail to any of the street addresses listed in the application, a mailing address, including zip code, to which mail may be delivered; (8) The date the applicant foreign entity commenced doing business in this state; (9) If the applicant foreign entity is a limited liability company: (A) Whether it is manager managed, member managed, director managed, or board managed; (B) If it has more than six (6) members at the date of the filing of the application, the number of members of the limited liability company at the date of the filing of the application; and (C) If § 48-249-309(i) is applicable to the foreign limited liability company, the information required by § 48-249-309(i) ; (10) If the applicant foreign entity is a corporation: (A) The name and address, including city, state, and zip code, of each of its current officers; (B) The name and address, including city, state, and zip code, of each of its current directors; (C) A statement that it is (or is not, as the case may be) a corporation for profit; and (D) Any additional designation, such as bank, captive insurance company, credit union, for-profit benefit corporation, insurance company, litigation financier, Massachusetts trust, professional corporation, or trust company; (11) If the applicant foreign entity is a limited partnership, the name and address, including city, state, and zip code, of each of its current general partners; and (12) If the application is not to become effective immediately upon filing, the date (not later than ninety (90) days after the date of filing) and time the application is to become effective.
(1) The name of the registered foreign limited partnership before the merger or conversion;
(2) That, before the merger or conversion, the registration pertained to a foreign limited partnership;
(3) The name of the applicant foreign entity into which the foreign limited partnership has merged or to which it has been converted and, if the name does not comply with § 61-3-112 , an alternate name adopted pursuant to § 61-3-1006(a) ;
(4) The type of entity of the applicant foreign entity, its jurisdiction of formation, the date of its formation, its duration (if other than perpetual), and the date its fiscal year closes;
(5) The street addresses, including zip code, of the principal office of the applicant foreign entity and if the law of the entity's jurisdiction of formation requires the entity to maintain an office in that jurisdiction, the street address of that office;
(6) The name and street address, including zip code, of the applicant foreign entity's registered agent in this state;
(7) If the United States postal service does not deliver mail to any of the street addresses listed in the application, a mailing address, including zip code, to which mail may be delivered;
(8) The date the applicant foreign entity commenced doing business in this state;
(9) If the applicant foreign entity is a limited liability company: (A) Whether it is manager managed, member managed, director managed, or board managed; (B) If it has more than six (6) members at the date of the filing of the application, the number of members of the limited liability company at the date of the filing of the application; and (C) If § 48-249-309(i) is applicable to the foreign limited liability company, the information required by § 48-249-309(i) ;
(A) Whether it is manager managed, member managed, director managed, or board managed;
(B) If it has more than six (6) members at the date of the filing of the application, the number of members of the limited liability company at the date of the filing of the application; and
(C) If § 48-249-309(i) is applicable to the foreign limited liability company, the information required by § 48-249-309(i) ;
(10) If the applicant foreign entity is a corporation: (A) The name and address, including city, state, and zip code, of each of its current officers; (B) The name and address, including city, state, and zip code, of each of its current directors; (C) A statement that it is (or is not, as the case may be) a corporation for profit; and (D) Any additional designation, such as bank, captive insurance company, credit union, for-profit benefit corporation, insurance company, litigation financier, Massachusetts trust, professional corporation, or trust company;
(A) The name and address, including city, state, and zip code, of each of its current officers;
(B) The name and address, including city, state, and zip code, of each of its current directors;
(C) A statement that it is (or is not, as the case may be) a corporation for profit; and
(D) Any additional designation, such as bank, captive insurance company, credit union, for-profit benefit corporation, insurance company, litigation financier, Massachusetts trust, professional corporation, or trust company;
(11) If the applicant foreign entity is a limited partnership, the name and address, including city, state, and zip code, of each of its current general partners; and
(12) If the application is not to become effective immediately upon filing, the date (not later than ninety (90) days after the date of filing) and time the application is to become effective.
(b) The applicant foreign entity shall deliver with the completed application a certificate of existence, or document of similar import, duly authenticated by the secretary of state or other official having custody of business entity records in the jurisdiction of the applicant foreign entity's formation. The certificate shall not bear a date more than two (2) months prior to the date the application is filed in this state.
(c) If the applicant foreign entity is a limited liability company that elects to be registered as an obligated member entity pursuant to § 48-217-101(f) , the application must: (1) State that the limited liability company elects to be registered as an obligated member entity; (2) State the effective date of this registration; (3) State that the signer understands that this election will cause the members of the limited liability company to become liable for the debts, obligations, and liabilities of the limited liability company to the same extent as a partner of a general partnership; and (4) Be accompanied by an obligated member addendum in the form prescribed by the secretary of state and signed by each person or entity that is a member of the limited liability company at the date of the filing of the application.
(1) State that the limited liability company elects to be registered as an obligated member entity;
(2) State the effective date of this registration;
(3) State that the signer understands that this election will cause the members of the limited liability company to become liable for the debts, obligations, and liabilities of the limited liability company to the same extent as a partner of a general partnership; and
(4) Be accompanied by an obligated member addendum in the form prescribed by the secretary of state and signed by each person or entity that is a member of the limited liability company at the date of the filing of the application.
(d) If the secretary of state determines upon application that the applicant foreign entity has been transacting business in this state without a certificate of authority for a period of one (1) year or more, then the secretary of state shall not file the application until the applicant foreign entity submits a letter of good standing from the department of revenue.
(e) When an application for transfer of registration takes effect, the registration of the foreign limited partnership to do business in this state is transferred without interruption to the foreign entity into which the partnership has merged or to which it has been converted.
Amended by 2018 Tenn. Acts, ch. 575,Secs.s14, s15, s16, s17, s18 eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-1-1208 — TN Code / Title 61 / Chapter 1 / Section 61-1-1208
Filing fees
Status: in_force

(a) Notwithstanding any other provision of this chapter to the contrary, the secretary of state shall collect the following fees when the documents described in this subsection (a) are delivered to the secretary of state for filing: Document Fee (1) Certificate or conversion of limited liability partnership (including designation of initial registered office and agent).................... As provided in § 61-1-1001(c) (2) Application for use of indistinguishable name.................... $20.00 (3) Application for reserved name.................... $20.00 (4) Notice of transfer or cancellation of reserved name.................... $20.00 (5) Application for or change, cancellation, or renewal of assumed name.................... $20.00 (6) Statement of change of registered agent or registered office, or both, by limited liability partnership.................... $20.00 (7) Agent's statement of change of registered office.................... $5.00 per limited liability partnership, but not less than $20.00 (8) Agent's statement of resignation.................... $20.00 (9) Amendment to certificate.................... $20.00 (10) Notice of registration of foreign limited liability partnership (including designation of initial registered office and agent) .................... As provided in § 61-1-1004(d)(7) (11) Application for amended registration of foreign limited liability partnership.................... $20.00 (12) Certificate of withdrawal.................... $20.00 (13) Notice of withdrawal of foreign limited liability partnership.................... $20.00 (14) Annual report and fee (domestic).................... As provided in § 61-1-1001(e) (15) Application for reinstatement following administrative dissolution/revocation.................... $70.00 (16) Application for certificate of existence, registration or good standing.................... $20.00 (17) Any statement described in § 61-1-105 that is required or permitted to be filed in the office of the secretary of state.................... $20.00 (18) Any other document required or permitted to be filed by chapter 1 of this title.................... $20.00 (b) Notwithstanding any other provision of this chapter to the contrary, the secretary of state shall collect a fee of twenty dollars ($20.00) each time process is served on the secretary of state under chapter 1 of this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if such party prevails in the proceeding. (c) Notwithstanding any other provision of this chapter to the contrary, the secretary of state shall collect a fee of twenty dollars ($20.00) for copying all filed documents relating to a domestic or foreign limited liability partnership. All such copies will be certified or validated by the secretary of state. (d) If any statement described in § 61-1-105 is required or permitted by any section in this chapter to be filed in the office of the register of deeds in any county in Tennessee, the register of deeds shall charge the fees specified in § 8-21-1001 . (e) Notwithstanding any other provision of this chapter to the contrary, the secretary of state shall collect a fee of twenty dollars ($20.00) for copying all filed documents relating to a domestic or foreign limited liability partnership or partnership. All such copies will be certified or validated by the secretary of state. A certificate attached or certification affixed to a copy of a document filed by the secretary of state, bearing the secretary of state's signature (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state. Acts 1998, ch. 890, § 6; 2000, ch. 568, § 4; 2001, ch. 353; T.C.A., § 61-1-148; Acts 2010 , ch. 742, § 11.
(a) Notwithstanding any other provision of this chapter to the contrary, the secretary of state shall collect the following fees when the documents described in this subsection (a) are delivered to the secretary of state for filing: Document Fee (1) Certificate or conversion of limited liability partnership (including designation of initial registered office and agent).................... As provided in § 61-1-1001(c) (2) Application for use of indistinguishable name.................... $20.00 (3) Application for reserved name.................... $20.00 (4) Notice of transfer or cancellation of reserved name.................... $20.00 (5) Application for or change, cancellation, or renewal of assumed name.................... $20.00 (6) Statement of change of registered agent or registered office, or both, by limited liability partnership.................... $20.00 (7) Agent's statement of change of registered office.................... $5.00 per limited liability partnership, but not less than $20.00 (8) Agent's statement of resignation.................... $20.00 (9) Amendment to certificate.................... $20.00 (10) Notice of registration of foreign limited liability partnership (including designation of initial registered office and agent) .................... As provided in § 61-1-1004(d)(7) (11) Application for amended registration of foreign limited liability partnership.................... $20.00 (12) Certificate of withdrawal.................... $20.00 (13) Notice of withdrawal of foreign limited liability partnership.................... $20.00 (14) Annual report and fee (domestic).................... As provided in § 61-1-1001(e) (15) Application for reinstatement following administrative dissolution/revocation.................... $70.00 (16) Application for certificate of existence, registration or good standing.................... $20.00 (17) Any statement described in § 61-1-105 that is required or permitted to be filed in the office of the secretary of state.................... $20.00 (18) Any other document required or permitted to be filed by chapter 1 of this title.................... $20.00
Document Fee (1) Certificate or conversion of limited liability partnership (including designation of initial registered office and agent).................... As provided in § 61-1-1001(c) (2) Application for use of indistinguishable name.................... $20.00 (3) Application for reserved name.................... $20.00 (4) Notice of transfer or cancellation of reserved name.................... $20.00 (5) Application for or change, cancellation, or renewal of assumed name.................... $20.00 (6) Statement of change of registered agent or registered office, or both, by limited liability partnership.................... $20.00 (7) Agent's statement of change of registered office.................... $5.00 per limited liability partnership, but not less than $20.00 (8) Agent's statement of resignation.................... $20.00 (9) Amendment to certificate.................... $20.00 (10) Notice of registration of foreign limited liability partnership (including designation of initial registered office and agent) .................... As provided in § 61-1-1004(d)(7) (11) Application for amended registration of foreign limited liability partnership.................... $20.00 (12) Certificate of withdrawal.................... $20.00 (13) Notice of withdrawal of foreign limited liability partnership.................... $20.00 (14) Annual report and fee (domestic).................... As provided in § 61-1-1001(e) (15) Application for reinstatement following administrative dissolution/revocation.................... $70.00 (16) Application for certificate of existence, registration or good standing.................... $20.00 (17) Any statement described in § 61-1-105 that is required or permitted to be filed in the office of the secretary of state.................... $20.00 (18) Any other document required or permitted to be filed by chapter 1 of this title.................... $20.00
Document
Fee
(1) Certificate or conversion of limited liability partnership (including designation of initial registered office and agent)....................
As provided in § 61-1-1001(c)
(2) Application for use of indistinguishable name....................
$20.00
(3) Application for reserved name....................
$20.00
(4) Notice of transfer or cancellation of reserved name....................
$20.00
(5) Application for or change, cancellation, or renewal of assumed name....................
$20.00
(6) Statement of change of registered agent or registered office, or both, by limited liability partnership....................
$20.00
(7) Agent's statement of change of registered office....................
$5.00 per limited liability partnership, but not less than $20.00
(8) Agent's statement of resignation....................
$20.00
(9) Amendment to certificate....................
$20.00
(10) Notice of registration of foreign limited liability partnership (including designation of initial registered office and agent) ....................
As provided in § 61-1-1004(d)(7)
(11) Application for amended registration of foreign limited liability partnership....................
$20.00
(12) Certificate of withdrawal....................
$20.00
(13) Notice of withdrawal of foreign limited liability partnership....................
$20.00
(14) Annual report and fee (domestic)....................
As provided in § 61-1-1001(e)
(15) Application for reinstatement following administrative dissolution/revocation....................
$70.00
(16) Application for certificate of existence, registration or good standing....................
$20.00
(17) Any statement described in § 61-1-105 that is required or permitted to be filed in the office of the secretary of state....................
$20.00
(18) Any other document required or permitted to be filed by chapter 1 of this title....................
$20.00
(b) Notwithstanding any other provision of this chapter to the contrary, the secretary of state shall collect a fee of twenty dollars ($20.00) each time process is served on the secretary of state under chapter 1 of this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if such party prevails in the proceeding.
(c) Notwithstanding any other provision of this chapter to the contrary, the secretary of state shall collect a fee of twenty dollars ($20.00) for copying all filed documents relating to a domestic or foreign limited liability partnership. All such copies will be certified or validated by the secretary of state.
(d) If any statement described in § 61-1-105 is required or permitted by any section in this chapter to be filed in the office of the register of deeds in any county in Tennessee, the register of deeds shall charge the fees specified in § 8-21-1001 .
(e) Notwithstanding any other provision of this chapter to the contrary, the secretary of state shall collect a fee of twenty dollars ($20.00) for copying all filed documents relating to a domestic or foreign limited liability partnership or partnership. All such copies will be certified or validated by the secretary of state. A certificate attached or certification affixed to a copy of a document filed by the secretary of state, bearing the secretary of state's signature (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state.
Acts 1998, ch. 890, § 6; 2000, ch. 568, § 4; 2001, ch. 353; T.C.A., § 61-1-148; Acts 2010 , ch. 742, § 11.
Tenn. Code Ann. § 61-3-1109 — TN Code / Title 61 / Chapter 3 / Section 61-3-1109
Effect of merger
Status: in_force

(a) When a merger becomes effective: (1) The surviving entity continues or comes into existence; (2) Each merging entity that is not the surviving entity ceases to exist; (3) All property of each merging entity vests in the surviving entity without transfer, reversion, or impairment; (4) All debts, obligations, and other liabilities of each merging entity are debts, obligations, and other liabilities of the surviving entity; (5) Except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of each merging entity vest in the surviving entity; (6) If the surviving entity exists before the merger: (A) All of the surviving entity's property continues to be vested in it without transfer, reversion, or impairment; (B) The surviving entity remains subject to all of its debts, obligations, and other liabilities; and (C) All the surviving entity's rights, privileges, immunities, powers, and purposes continue to be vested in it; (7) The name of the surviving entity may be substituted for the name of any merging entity that is a party to any pending action or proceeding; (8) If the surviving entity exists before the merger: (A) The surviving entity's public organic record, if any, is amended to the extent provided in the statement of merger; and (B) The surviving entity's private organic rules that are to be in a record, if any, are amended to the extent provided in the plan of merger; (9) If the surviving entity is created by the merger, its private organic rules become effective and: (A) If the surviving entity is a filing entity, its public organic record becomes effective; and (B) If the surviving entity is a limited liability partnership, its application for registration becomes effective; and (10) The interests in each merging entity that are to be converted in the merger are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under § 61-3-1103 and the merging entity's organic law. (b) Except as otherwise provided in the organic law or organic rules of a merging entity, the merger does not give rise to any rights that an interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up of the merging entity. (c) When a merger becomes effective, a person that did not have interest holder liability with respect to any of the merging entities and becomes subject to interest holder liability with respect to a domestic entity as a result of the merger has interest holder liability only to the extent provided by the organic law of that entity and only for those debts, obligations, and other liabilities that are incurred after the merger becomes effective. (d) When a merger becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic merging limited partnership with respect to which the person had interest holder liability is subject to the following: (1) The merger does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the merger became effective; (2) The person does not have interest holder liability under this chapter for any debt, obligation, or other liability that is incurred after the merger becomes effective; (3) This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under subdivision (d)(1) as if the merger had not occurred; and (4) The person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter, or the partnership agreement of the domestic merging limited partnership with respect to any interest holder liability preserved under subdivision (d)(1) as if the merger had not occurred. (e) When a merger becomes effective, a foreign entity that is the surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging limited partnership as provided in § 61-3-119 . (f) When a merger becomes effective, the registration to do business in this state of any foreign merging entity that is not the surviving entity is cancelled. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) When a merger becomes effective: (1) The surviving entity continues or comes into existence; (2) Each merging entity that is not the surviving entity ceases to exist; (3) All property of each merging entity vests in the surviving entity without transfer, reversion, or impairment; (4) All debts, obligations, and other liabilities of each merging entity are debts, obligations, and other liabilities of the surviving entity; (5) Except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of each merging entity vest in the surviving entity; (6) If the surviving entity exists before the merger: (A) All of the surviving entity's property continues to be vested in it without transfer, reversion, or impairment; (B) The surviving entity remains subject to all of its debts, obligations, and other liabilities; and (C) All the surviving entity's rights, privileges, immunities, powers, and purposes continue to be vested in it; (7) The name of the surviving entity may be substituted for the name of any merging entity that is a party to any pending action or proceeding; (8) If the surviving entity exists before the merger: (A) The surviving entity's public organic record, if any, is amended to the extent provided in the statement of merger; and (B) The surviving entity's private organic rules that are to be in a record, if any, are amended to the extent provided in the plan of merger; (9) If the surviving entity is created by the merger, its private organic rules become effective and: (A) If the surviving entity is a filing entity, its public organic record becomes effective; and (B) If the surviving entity is a limited liability partnership, its application for registration becomes effective; and (10) The interests in each merging entity that are to be converted in the merger are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under § 61-3-1103 and the merging entity's organic law.
(1) The surviving entity continues or comes into existence;
(2) Each merging entity that is not the surviving entity ceases to exist;
(3) All property of each merging entity vests in the surviving entity without transfer, reversion, or impairment;
(4) All debts, obligations, and other liabilities of each merging entity are debts, obligations, and other liabilities of the surviving entity;
(5) Except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of each merging entity vest in the surviving entity;
(6) If the surviving entity exists before the merger: (A) All of the surviving entity's property continues to be vested in it without transfer, reversion, or impairment; (B) The surviving entity remains subject to all of its debts, obligations, and other liabilities; and (C) All the surviving entity's rights, privileges, immunities, powers, and purposes continue to be vested in it;
(A) All of the surviving entity's property continues to be vested in it without transfer, reversion, or impairment;
(B) The surviving entity remains subject to all of its debts, obligations, and other liabilities; and
(C) All the surviving entity's rights, privileges, immunities, powers, and purposes continue to be vested in it;
(7) The name of the surviving entity may be substituted for the name of any merging entity that is a party to any pending action or proceeding;
(8) If the surviving entity exists before the merger: (A) The surviving entity's public organic record, if any, is amended to the extent provided in the statement of merger; and (B) The surviving entity's private organic rules that are to be in a record, if any, are amended to the extent provided in the plan of merger;
(A) The surviving entity's public organic record, if any, is amended to the extent provided in the statement of merger; and
(B) The surviving entity's private organic rules that are to be in a record, if any, are amended to the extent provided in the plan of merger;
(9) If the surviving entity is created by the merger, its private organic rules become effective and: (A) If the surviving entity is a filing entity, its public organic record becomes effective; and (B) If the surviving entity is a limited liability partnership, its application for registration becomes effective; and
(A) If the surviving entity is a filing entity, its public organic record becomes effective; and
(B) If the surviving entity is a limited liability partnership, its application for registration becomes effective; and
(10) The interests in each merging entity that are to be converted in the merger are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under § 61-3-1103 and the merging entity's organic law.
(b) Except as otherwise provided in the organic law or organic rules of a merging entity, the merger does not give rise to any rights that an interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up of the merging entity.
(c) When a merger becomes effective, a person that did not have interest holder liability with respect to any of the merging entities and becomes subject to interest holder liability with respect to a domestic entity as a result of the merger has interest holder liability only to the extent provided by the organic law of that entity and only for those debts, obligations, and other liabilities that are incurred after the merger becomes effective.
(d) When a merger becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic merging limited partnership with respect to which the person had interest holder liability is subject to the following: (1) The merger does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the merger became effective; (2) The person does not have interest holder liability under this chapter for any debt, obligation, or other liability that is incurred after the merger becomes effective; (3) This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under subdivision (d)(1) as if the merger had not occurred; and (4) The person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter, or the partnership agreement of the domestic merging limited partnership with respect to any interest holder liability preserved under subdivision (d)(1) as if the merger had not occurred.
(1) The merger does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the merger became effective;
(2) The person does not have interest holder liability under this chapter for any debt, obligation, or other liability that is incurred after the merger becomes effective;
(3) This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under subdivision (d)(1) as if the merger had not occurred; and
(4) The person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter, or the partnership agreement of the domestic merging limited partnership with respect to any interest holder liability preserved under subdivision (d)(1) as if the merger had not occurred.
(e) When a merger becomes effective, a foreign entity that is the surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging limited partnership as provided in § 61-3-119 .
(f) When a merger becomes effective, the registration to do business in this state of any foreign merging entity that is not the surviving entity is cancelled.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tenn. Code Ann. § 61-2-1004 — TN Code / Title 61 / Chapter 2 / Section 61-2-1004
Award of expenses
Status: in_force

If a derivative action is successful in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees. If anything is so received by the plaintiff, the court shall make such award of plaintiff's expenses payable out of those proceeds and direct plaintiff to remit to the limited partnership the remainder thereof, and if those proceeds are insufficient to reimburse plaintiff's reasonable expenses, the court may direct that any such award of plaintiff's expenses or portion thereof be paid by the limited partnership. Acts 1988, ch. 922, § 1.
If a derivative action is successful in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees. If anything is so received by the plaintiff, the court shall make such award of plaintiff's expenses payable out of those proceeds and direct plaintiff to remit to the limited partnership the remainder thereof, and if those proceeds are insufficient to reimburse plaintiff's reasonable expenses, the court may direct that any such award of plaintiff's expenses or portion thereof be paid by the limited partnership.
Acts 1988, ch. 922, § 1.
Tenn. Code Ann. § 61-2-609 — TN Code / Title 61 / Chapter 2 / Section 61-2-609
Classes and voting
Status: in_force

(a) A partnership agreement may provide for classes or groups of partners, both general and limited, having such relative rights, powers and duties as the partnership agreement may provide, and may make provisions for the future creation in the manner provided in the partnership agreement of additional classes or groups of partners having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of partners. (b) Subject to § 61-2-302 , the partnership agreement may grant to all or certain identified partners, both general and limited, or a specified class or group of the partners the right to vote separately or with all or any class or group of the partners, on any matter. Voting by limited partners may be on a per capita, number, financial interest, class, group or any other basis. (c) A partnership agreement which grants a right to vote may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any partner, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote. If provided in the partnership agreement, the general partners may make a recommendation on any proper proposal and require response within a specified time, but not less than thirty (30) days, and provide that failure to respond within the specified time shall constitute a vote which is consistent with the general partners' recommendation with respect to the proposal. A partnership agreement may provide for the taking of an action, including the amendment of the partnership agreement, without the vote or approval of any particular general or limited partner or class or group of general or limited partners, including the creation under the partnership agreement of a class or group of partnership interests that was not previously outstanding. (d) Any right or power, including voting rights, granted to limited partners as permitted under § 61-2-302 shall be deemed to be permitted by this section. Acts 1988, ch. 922, § 1; T.C.A., § 61-2-610 ; Acts 1989, ch. 270, §§ 57-59.
(a) A partnership agreement may provide for classes or groups of partners, both general and limited, having such relative rights, powers and duties as the partnership agreement may provide, and may make provisions for the future creation in the manner provided in the partnership agreement of additional classes or groups of partners having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of partners.
(b) Subject to § 61-2-302 , the partnership agreement may grant to all or certain identified partners, both general and limited, or a specified class or group of the partners the right to vote separately or with all or any class or group of the partners, on any matter. Voting by limited partners may be on a per capita, number, financial interest, class, group or any other basis.
(c) A partnership agreement which grants a right to vote may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any partner, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote. If provided in the partnership agreement, the general partners may make a recommendation on any proper proposal and require response within a specified time, but not less than thirty (30) days, and provide that failure to respond within the specified time shall constitute a vote which is consistent with the general partners' recommendation with respect to the proposal. A partnership agreement may provide for the taking of an action, including the amendment of the partnership agreement, without the vote or approval of any particular general or limited partner or class or group of general or limited partners, including the creation under the partnership agreement of a class or group of partnership interests that was not previously outstanding.
(d) Any right or power, including voting rights, granted to limited partners as permitted under § 61-2-302 shall be deemed to be permitted by this section.
Acts 1988, ch. 922, § 1; T.C.A., § 61-2-610 ; Acts 1989, ch. 270, §§ 57-59.
Tenn. Code Ann. § 61-3-1005 — TN Code / Title 61 / Chapter 3 / Section 61-3-1005
Activities not constituting doing business
Status: in_force

(a) Activities of a foreign limited partnership that do not constitute doing business in this state under this part include: (1) Maintaining, defending, or settling any proceeding, claim, or dispute; (2) Holding meetings of the foreign limited partnership's partners or representatives, or carrying on any other activities concerning the foreign limited partnership's internal affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited partnership's own securities, or appointing and maintaining trustees or depositories with respect to those securities; (5) Selling through independent contractors; (6) Soliciting or obtaining orders, whether by mail or through representatives or otherwise, if the orders require acceptance outside of this state before the orders become contracts; (7) Creating or acquiring indebtedness, deeds of trust, mortgages, and security interests in real or personal property; (8) Securing or collecting debts or enforcing mortgages, deeds of trust, and security interests in property securing the debts; (9) Owning, without more, real or personal property. However, for a reasonable time, the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust is also not considered transacting business, if the owner is attempting to liquidate the investment, and if no office or other agency for the office, other than an independent agency, is maintained in this state; (10) Conducting an isolated transaction that is completed within one (1) month and that is not a transaction in the course of repeated transactions of a like nature; or (11) Transacting business in interstate commerce. (b) A person does not do business in this state solely by being a partner of a foreign limited partnership that does business in this state. (c) The enumeration of activities in subsections (a) and (b) is not exhaustive, and is applicable solely to determine whether a foreign limited partnership is required to register and for no other purpose. This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under the law of this state other than this chapter. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
(a) Activities of a foreign limited partnership that do not constitute doing business in this state under this part include: (1) Maintaining, defending, or settling any proceeding, claim, or dispute; (2) Holding meetings of the foreign limited partnership's partners or representatives, or carrying on any other activities concerning the foreign limited partnership's internal affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited partnership's own securities, or appointing and maintaining trustees or depositories with respect to those securities; (5) Selling through independent contractors; (6) Soliciting or obtaining orders, whether by mail or through representatives or otherwise, if the orders require acceptance outside of this state before the orders become contracts; (7) Creating or acquiring indebtedness, deeds of trust, mortgages, and security interests in real or personal property; (8) Securing or collecting debts or enforcing mortgages, deeds of trust, and security interests in property securing the debts; (9) Owning, without more, real or personal property. However, for a reasonable time, the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust is also not considered transacting business, if the owner is attempting to liquidate the investment, and if no office or other agency for the office, other than an independent agency, is maintained in this state; (10) Conducting an isolated transaction that is completed within one (1) month and that is not a transaction in the course of repeated transactions of a like nature; or (11) Transacting business in interstate commerce.
(1) Maintaining, defending, or settling any proceeding, claim, or dispute;
(2) Holding meetings of the foreign limited partnership's partners or representatives, or carrying on any other activities concerning the foreign limited partnership's internal affairs;
(3) Maintaining bank accounts;
(4) Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited partnership's own securities, or appointing and maintaining trustees or depositories with respect to those securities;
(5) Selling through independent contractors;
(6) Soliciting or obtaining orders, whether by mail or through representatives or otherwise, if the orders require acceptance outside of this state before the orders become contracts;
(7) Creating or acquiring indebtedness, deeds of trust, mortgages, and security interests in real or personal property;
(8) Securing or collecting debts or enforcing mortgages, deeds of trust, and security interests in property securing the debts;
(9) Owning, without more, real or personal property. However, for a reasonable time, the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust is also not considered transacting business, if the owner is attempting to liquidate the investment, and if no office or other agency for the office, other than an independent agency, is maintained in this state;
(10) Conducting an isolated transaction that is completed within one (1) month and that is not a transaction in the course of repeated transactions of a like nature; or
(11) Transacting business in interstate commerce.
(b) A person does not do business in this state solely by being a partner of a foreign limited partnership that does business in this state.
(c) The enumeration of activities in subsections (a) and (b) is not exhaustive, and is applicable solely to determine whether a foreign limited partnership is required to register and for no other purpose. This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under the law of this state other than this chapter.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.