reglab/housing_qa huggingface dataset:
TN Code § 61-3-1005 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 10 - Foreign Limited Partnerships|§ 61-3-1005. Activities Not Constituting Doing Business

  Activities of a foreign limited partnership that do not constitute doing business in this state under this part include:  Maintaining, defending, or settling any proceeding, claim, or dispute;   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;   Maintaining bank accounts;   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;   Selling through independent contractors;   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;   Creating or acquiring indebtedness, deeds of trust, mortgages, and security interests in real or personal property;   Securing or collecting debts or enforcing mortgages, deeds of trust, and security interests in property securing the debts;   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;   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   Transacting business in interstate commerce.     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.   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.
TN Code § 61-3-1006 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 10 - Foreign Limited Partnerships|§ 61-3-1006. Noncomplying Name of Foreign Limited Partnership

  A foreign limited partnership whose name does not comply with § 61-3-112 shall not register to do business in this state until the foreign limited partnership adopts, for the purpose of doing business in this state, an alternate name that complies with § 61-3-112. After registering to do business in this state with an alternate name, a foreign limited partnership shall do business in this state under:  The alternate name; or   The foreign limited partnership's name, with the addition of the foreign limited partnership's jurisdiction of formation.     If a registered foreign limited partnership changes its name to one that does not comply with § 61-3-112, the foreign limited partnership must not do business in this state until it complies with subsection (a) by amending its registration to adopt an alternate name that complies with § 61-3-112.
TN Code § 61-3-1007 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 10 - Foreign Limited Partnerships|§ 61-3-1007. Withdrawal Deemed on Conversion to Domestic Filing Entity or Domestic Limited Liability Partnership

 A registered foreign limited partnership that converts to a domestic limited liability partnership or to a domestic entity whose formation requires delivery of a record to the secretary of state for filing is deemed to have withdrawn its registration on the effective date of the conversion.
TN Code § 61-3-1010 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 10 - Foreign Limited Partnerships|§ 61-3-1010. Reinstatement of Foreign Limited Partnership

  If the registration of a foreign limited partnership is administratively revoked pursuant to § 61-3-1009, the partnership may apply to the secretary of state for reinstatement following the administrative revocation. The application must:  [Deleted by 2018 amendment.]   State the name of the foreign limited partnership at the time of the revocation of the foreign limited partnership's registration;   State a name for the limited partnership that satisfies § 61-3-112; and   State that the grounds for revocation of the foreign limited partnership's registration did not exist or have been eliminated.     If the secretary of state determines that the application is accompanied by a confirmation of good standing with the department of revenue and contains the information required by subsection (a), and that the information is correct, then the secretary of state must cancel the certificate of revocation and prepare a certificate of reinstatement that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the foreign limited partnership. Service of the copy may be made by first class mail.   If the foreign limited partnership name in subdivision (a)(2) is different than the foreign limited partnership name in subdivision (a)(3), the application for reinstatement must constitute an amendment to the registration insofar as it pertains to the foreign limited partnership's name.   When reinstatement is effective, reinstatement relates back to and takes effect as of the effective date of the administrative dissolution, and the foreign limited partnership resumes carrying on its business as if the administrative dissolution had never occurred.
TN Code § 61-3-1011 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 10 - Foreign Limited Partnerships|§ 61-3-1011. Judicial Review of Denial of Reinstatement of Foreign Limited Partnership

  If the secretary of state denies a foreign limited partnership's application for reinstatement following revocation of its registration, the secretary of state must serve the foreign limited partnership with a notice in a record that explains the reasons for the denial.   A foreign limited partnership may seek judicial review of a denial of reinstatement in the chancery court of Davidson County not later than thirty (30) days after service of the notice of denial.
TN Code § 61-3-1012 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 10 - Foreign Limited Partnerships|§ 61-3-1012. Cancellation of Registration

  A registered foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation of registration accompanied by a confirmation of good standing with the department of revenue. The certificate of cancellation must state:  The current name of the foreign limited partnership, and if different, the name under which it transacts business in this state;   The name of the jurisdiction under the laws of which the foreign limited partnership is formed;   That the foreign limited partnership is not doing business in this state and that it withdraws its registration to do business in this state;   That foreign limited partnership either continues its registered agent in this state, or revokes the authority of its registered agent to accept service on its behalf in this state;   A mailing address to which service of process may be made under subsection (b); and   A commitment to notify the secretary of state in the future of any change in the mailing address set forth under subdivision (a)(5).     After the withdrawal of the registration of a foreign limited partnership, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited partnership was registered to do business in this state may be made pursuant to § 61-3-119.
TN Code § 61-3-1013 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 10 - Foreign Limited Partnerships|§ 61-3-1013. Enjoining From Doing Business

 The attorney general and reporter may maintain an action by complaint in the chancery court of any county in which a foreign limited partnership is transacting any business in this state to enjoin a foreign limited partnership from doing business in this state in violation of this part.
TN Code § 61-3-1014 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 10 - Foreign Limited Partnerships|§ 61-3-1014. Cancellation of Registration Following Administrative Revocation

  When a foreign limited partnership that has had its registration revoked desires to cancel its registration it may do so without first being reinstated by filing with the secretary of state a certificate of cancellation of registration following administrative revocation of registration accompanied by a confirmation of good standing by the department of revenue. The certificate of cancellation of certificate of registration must set forth:  The current name of the foreign limited partnership and, if different, the name under which the foreign limited partnership transacts business in this state; the date of revocation of foreign limited partnership registration; and the name of the jurisdiction under the laws of which the foreign limited partnership is formed;   That the foreign limited partnership is not transacting business in this state and that it surrenders its authority to transact business in this state;   That the foreign limited partnership either continues its registered agent in this state, or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;   A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(3); and   A commitment to notify the secretary of state in the future of any change in the mailing address set forth under subdivision (a)(4).     After cancellation of the registration of the foreign limited partnership, service of process on the secretary of state or the continued registered agent under this section is service on the foreign limited partnership. Upon receipt of process, the secretary of state shall comply with § 61-3-121. However, the mailing address set forth under subdivision (a)(4), as it may be changed under subdivision (a)(5), shall be deemed to be the principal executive office of the foreign limited partnership, for purposes of the compliance with § 61-3-121 by the secretary of state.
TN Code § 61-3-1102 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 11 - Merger and Conversion|§ 61-3-1102. Required Notice or Approval

  A domestic entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger shall give the notice or obtain the approval to be a party to a conversion.   Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this part becomes effective must not, as a result of the transaction, be diverted from the objects for which the property was donated, granted, devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the attorney general specifying the disposition of the property.   A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity that is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity.   A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the surviving entity under this section.
TN Code § 61-3-1103 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 11 - Merger and Conversion|§ 61-3-1103. Appraisal Rights

 An interest holder of a domestic merging or converting limited partnership is entitled to contractual appraisal rights in connection with a transaction under this part only to the extent provided in:   The partnership agreement; or   The plan.
TN Code § 61-3-1104 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 11 - Merger and Conversion|§ 61-3-1104. Merger Authorized

  By complying with §§ 61-3-1105 – 61-3-1109:  One (1) or more domestic limited partnerships may merge with one (1) or more domestic or foreign entities into a domestic or foreign surviving entity; and   Two (2) or more foreign entities may merge into a domestic limited partnership.     By complying with §§ 61-3-1104 – 61-3-1109 applicable to foreign entities, a foreign entity may be a party to a merger under §§ 61-3-1105 – 61-3-1109 or may be the surviving entity in the merger if the merger is authorized by the law of the foreign entity's jurisdiction of formation.
TN Code § 61-3-1105 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 11 - Merger and Conversion|§ 61-3-1105. Plan of Merger

  A domestic limited partnership may become a party to a merger under this section and §§ 61-3-1106 – 61-3-1109 by approving a plan of merger. The plan must be in a record and contain:  As to each merging entity, its name, jurisdiction of formation, and type of entity;   If the surviving entity is to be created in the merger, a statement to that effect and the entity's name, jurisdiction of formation, and type of entity;   The manner of converting the interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;   If the surviving entity exists before the merger, any proposed amendments to:  Its public organic record, if any; and   Its private organic rules that are, or are proposed to be, in a record;     If the surviving entity is to be created in the merger:  Its proposed public organic record, if any; and   The full text of its private organic rules that are proposed to be in a record;     The other terms and conditions of the merger; and   Any other provision required by the law of a merging entity's jurisdiction of formation or the organic rules of a merging entity.     In addition to the requirements of subsection (a), a plan of merger may contain any other provision not prohibited by law.
TN Code § 61-3-1106 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 11 - Merger and Conversion|§ 61-3-1106. Approval of Merger

  A plan of merger is not effective unless the plan has been approved:  By a domestic merging limited partnership, the affirmative vote or consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective; and   In a record, by each partner of a domestic merging limited partnership that will have interest holder liability for debts, obligations, and other liabilities that are incurred after the merger becomes effective, unless:  The partnership agreement of the partnership provides in a record for the approval of a merger in which some or all of its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all the partners; and   The partner consented in a record to or voted for that provision of the partnership agreement or became a partner after the adoption of that provision.       A merger involving a domestic merging entity that is not a limited partnership is not effective unless the merger is approved by that entity in accordance with the entity's organic law.   A merger involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
TN Code § 61-3-1107 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 11 - Merger and Conversion|§ 61-3-1107. Amendment or Abandonment of Plan of Merger

  A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan.   A domestic merging limited partnership may approve an amendment of a plan of merger:  In the same manner as the plan was approved, if the plan does not provide for the manner in which the plan may be amended; or   By its partners in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change:  The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by the interest holders of any party to the plan;   The public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or   Any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect.       After a plan of merger has been approved and before the articles of merger becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic merging limited partnership may abandon the plan in the same manner as the plan was approved.   If a plan of merger is abandoned after articles of merger have been delivered to the secretary of state for filing and before the articles become effective, a statement of abandonment, signed by a party to the plan, must be delivered to the secretary of state for filing before the articles of merger become effective. The statement of abandonment takes effect on filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain:  The name of each party to the plan of merger;   The date on which the articles of merger were filed by the secretary of state; and   A statement that the merger has been abandoned in accordance with this section.
TN Code § 61-3-1108 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 11 - Merger and Conversion|§ 61-3-1108. Articles of Merger — Effective Date of Merger

  Articles of merger must be signed by each merging entity and delivered to the secretary of state for filing.   Articles of merger must contain:  The name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity;   The name, jurisdiction of formation, and type of entity of the surviving entity;   A statement that the merger was approved by each domestic merging entity, if any, in accordance with §§ 61-3-1104 – 61-3-1109 and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation;   If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger;   If the surviving entity is created by the merger and is a domestic filing entity, its public organic record, as an attachment; and   If the surviving entity is created by the merger and is a domestic limited liability partnership, its application for registration, as an attachment.     In addition to the requirements of subsection (b), articles of merger may contain any other provision not prohibited by law.   If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the law of this state, except that the public organic record does not need to be signed.   If the surviving entity is a domestic limited partnership, the merger becomes effective when the articles of merger are effective. In all cases, the merger becomes effective on the later of:  The date and time provided by the organic law of the surviving entity; or   When the articles are effective.
TN Code § 61-3-1110 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 11 - Merger and Conversion|§ 61-3-1110. Conversion Authorized

  By complying with §§ 61-3-1111 – 61-3-1115, a domestic limited partnership may become:  A domestic entity that is a different type of entity; or   A foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity's jurisdiction of formation.     By complying with the provisions of §§ 61-3-1111 – 61-3-1115 applicable to foreign entities, a foreign entity may become a domestic limited partnership if the conversion is authorized by the law of the foreign entity's jurisdiction of formation.   If a protected agreement contains a provision that applies to a merger of a domestic limited partnership but does not refer to a conversion, the provision applies to a conversion of the partnership as if the conversion were a merger until the provision is amended after the date the entity becomes subject to this chapter pursuant to § 61-3-1207.
TN Code § 61-3-1111 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 11 - Merger and Conversion|§ 61-3-1111. Plan of Conversion

  A domestic limited partnership may convert to a different type of entity under this section and §§ 61-3-1112 – 61-3-1115 by approving a plan of conversion. The plan must be in a record and contain:  The name of the converting limited partnership;   The name, jurisdiction of formation, and type of entity of the converted entity;   The manner of converting the interests in the converting limited partnership into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;   The proposed public organic record of the converted entity if it will be a filing entity;   The private organic rules of the converted entity that are proposed to be in a record when the conversion is effective;   Any other terms and conditions of the conversion not otherwise set forth in the private organic rules of the converting limited partnership or the law of this state; and   Any other provision required by the law of this state or the partnership agreement of the converting limited partnership.     In addition to the requirements of subsection (a), a plan of conversion may contain any other provision not prohibited by law.