reglab/housing_qa huggingface dataset:
TN Code § 61-2-609 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 6 - Distributions and Withdrawal|§ 61-2-609. Classes and Voting

  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.   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.   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 provisions of the partnership agreement of a class or group of partnership interests that was not previously outstanding.   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.
TN Code § 61-2-701 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 7 - Partnership Interests|§ 61-2-701. Nature

 A partnership interest is personal property. A partner has no interest in specific limited partnership property.
TN Code § 61-2-702 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 7 - Partnership Interests|§ 61-2-702. Assignment

  Unless otherwise provided in the partnership agreement:  A partnership interest is assignable in whole or in part;   An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights or powers of a partner;   An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled; and   A partner ceases to be a partner and to have the power to exercise any rights or powers of a partner upon assignment of all of his partnership interest.     The partnership agreement may provide that a partner's interest in a limited partnership may be evidenced by a certificate of partnership interest issued by the limited partnership and may also provide for the assignment or transfer of any partnership interest represented by such a certificate and make other provisions with respect to such certificates.   Unless otherwise provided in a partnership agreement and except to the extent assumed by agreement, until an assignee of a partnership interest becomes a partner, the assignee shall have no liability as a partner solely as a result of the assignment.
TN Code § 61-2-703 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 7 - Partnership Interests|§ 61-2-703. Rights of Judgment Creditor

 On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest.
TN Code § 61-2-704 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 7 - Partnership Interests|§ 61-2-704. Rights of Assignee — Liabilities

  An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:  The partnership agreement so provides; or   All partners consent.     An assignee who has become a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of his assignor under the partnership agreement and this chapter. Notwithstanding the foregoing, unless otherwise provided in the partnership agreement, an assignee who becomes a limited partner is liable for the obligations of his assignor to make contributions as provided in § 61-2-502, but shall not be liable for the obligations of his assignor under part 6 of this chapter. However, the assignee is not obligated for liabilities, including the obligations of his assignor to make contributions as provided in § 61-2-502, unknown to the assignee at the time he became a limited partner and the possibility of which could not be ascertained from the partnership agreement.   Whether or not an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under parts 5 and 6 of this chapter.
TN Code § 61-2-705 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 7 - Partnership Interests|§ 61-2-705. Deceased or Incompetent Partners

 If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, guardian, conservator or other legal representative may exercise all of the partner's rights for the purpose of settling his estate or administering his property, including any power under the partnership agreement of an assignee to become a limited partner. The estate of a deceased limited partner shall be liable for all his liabilities as a limited partner. If a partner is a corporation, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.
TN Code § 61-2-801 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 8 - Dissolution|§ 61-2-801. When Required — Exception

  A limited partnership is dissolved and its affairs shall be wound up upon the first to occur of the following:  At the time or upon the happening of events specified in the partnership agreement;   Written consent of all partners;   In the event of withdrawal of a general partner, unless at the time there is at least one (1) other general partner and the partnership agreement permits the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within ninety (90) days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment, effective as of the date of withdrawal, of one (1) or more additional general partners if necessary or desired; or   Entry of a decree of judicial dissolution under § 61-2-802.     Upon dissolution of the limited partnership, a certificate of cancellation must be filed pursuant to § 61-2-203.
TN Code § 61-2-802 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 8 - Dissolution|§ 61-2-802. Judicial Dissolution

 On application by or for a partner, the court of record may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.
TN Code § 61-2-803 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 8 - Dissolution|§ 61-2-803. Winding Up

  Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners or a person approved by the limited partners or, if there is more than one (1) class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate, may wind up the limited partnership's affairs, but the court of record, upon cause shown, may wind up the limited partnership's affairs upon application of any partner, his legal representative or assignee, and in connection therewith, may appoint a liquidating trustee.   Upon dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in § 61-2-203, the persons winding up the limited partnership's affairs may, in the name of and for and on behalf of the limited partnership, prosecute and defend suits, whether civil, criminal or administrative, settle in a reasonable manner and close the limited partnership's business, dispose of and convey the limited partnership's property, discharge or make reasonable provision for the limited partnership's liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners and without imposing the liability of a general partner or a liquidating trustee.
TN Code § 61-2-804 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 8 - Dissolution|§ 61-2-804. Distribution of Assets

  Upon the winding up of a limited partnership, the assets shall be distributed as follows:  To creditors, including partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited partnership (whether by payment or the making of reasonable provisions for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to partners under § 61-2-601 or § 61-2-604;   Unless otherwise provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under § 61-2-601 or § 61-2-604; and   Unless otherwise provided in the partnership agreement, to partners first for the return of their contributions, and second respecting their partnership interests, in the proportions in which the partners share in distributions.     A limited partnership which has dissolved shall pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional or unmatured claims and obligations, known to the limited partnership and all claims and obligations which are known to the limited partnership but for which the identity of the claimant is unknown. If there are sufficient assets, such claims and obligations shall be paid in full and any such provision for payment made shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Unless otherwise provided in a partnership agreement, any remaining assets shall be distributed as provided in this chapter. Any liquidating trustee winding up a limited partnership's affairs who has complied with this section shall not be personally liable to the claimants of the dissolved limited partnership by reason of such person's actions in winding up the limited partnership.
TN Code § 61-2-805 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 8 - Dissolution|§ 61-2-805. Known Claims Against Dissolved Limited Partnership — Notice of Dissolution

  A dissolved limited partnership may dispose of the known claims against it by following the procedure described in this section.   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:  Describe information that must be included in a claim;   State whether the claim is admitted, or not admitted, and if admitted:  The amount that is admitted, which may be as of a given date; and   Any interest obligation if fixed by an instrument of indebtedness;     Provide a mailing address where a claim may be sent;   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   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.     A claim against the dissolved limited partnership is barred to the extent that it is not admitted:  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   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.     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.   For purposes of this section, written notice, if in a comprehensible form, is effective at the earliest of the following:  When received;   Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon;   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   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.
TN Code § 61-2-806 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 8 - Dissolution|§ 61-2-806. Unknown Claims Against Dissolved Limited Partnership — Notice — Limitations

  A dissolved limited partnership may also publish notice of its dissolution and request that persons with claims against the limited partnership present them in accordance with the notice.   The notice must:  Be published one (1) time in a newspaper of general circulation in the county where the dissolved limited partnership's principal office (or, if none in this state, its registered office) is or was last located;   Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and   State that a claim against the limited partnership will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice.     If the dissolved limited partnership publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited partnership within two (2) years after the publication date of the newspaper notice:  A claimant who did not receive written notice under § 61-2-805;   A claimant whose claim was timely sent to the dissolved limited partnership but not acted on;   A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.     A claim may be enforced under this section:  Against the dissolved limited partnership, to the extent of its undistributed assets; or   If the assets have been distributed in liquidation, against a limited partner of the dissolved limited partnership to the extent of his pro rata share of the claim or the limited partnership assets distributed to him in liquidation, whichever is less, but a limited partner's total liability for all claims under this section may not exceed the total amount of assets distributed to him.
TN Code § 61-2-901 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 9 - Foreign Limited Partnerships|§ 61-2-901. Law Governing

  Subject to the Constitution of Tennessee:  The laws of the jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; and   A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state.     A foreign limited partnership shall be subject to § 61-2-106.
TN Code § 61-2-902 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 9 - Foreign Limited Partnerships|§ 61-2-902. Registration Required — Application

  Before doing business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state:  An original copy executed by a general partner of an application for registration as a foreign limited partnership, setting forth:  The name of the foreign limited partnership and, if different, the name under which it proposes to register and do business in this state;   The jurisdiction where organized, the date of its organization and a statement from a general partner that, as of the date of filing, the foreign limited partnership validly exists as a limited partnership under the laws of the jurisdiction of its organization;   The nature of the business or purposes to be conducted or promoted in this state;   The street address and zip code of its registered office in this state, the county in which that office is located, and the name of its registered agent at that office;   The street address, including the zip code, of its principal office (and a mailing address such as a post office box if the United States postal service does not deliver to the principal office);   The name and business, residence or mailing address and zip code of each of the general partners; and   The date on which the foreign limited partnership first did, or intends to do, business in this state;     The foreign limited partnership shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the secretary of state or other official having custody of limited partnership records in the jurisdiction under whose law it is formed. The certificate shall not bear a date of more than two (2) months prior to the date the application is filed in this state; and   A fee as set forth in § 61-2-1207(a)(5).     A partnership (general or limited) or corporation formed or organized under the laws of any foreign jurisdiction or the laws of any state other than this state shall not be deemed to be doing business in Tennessee solely by reason of its being a partner in a domestic or registered foreign limited partnership.   If the secretary of state determines upon registration that a foreign limited partnership has been doing business in this state for a period of one (1) year or more prior to applying for registration, then the secretary of state shall require the foreign limited partnership to submit a confirmation of good standing relative to such foreign limited partnership.
TN Code § 61-2-903 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 9 - Foreign Limited Partnerships|§ 61-2-903. Filing of Application

 If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, he shall file the application in accordance with part 11 of this chapter.
TN Code § 61-2-905 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 9 - Foreign Limited Partnerships|§ 61-2-905. Amended Registration

  If any statement required by § 61-2-902 in the application for registration of a foreign limited partnership was false when made or any matter described in the application for registration has changed, making the application false, the foreign limited partnership shall promptly file with the secretary of state an application for an amended registration of a foreign limited partnership. Notwithstanding the preceding sentence, a change in the foreign limited partnership's registered agent or registered office can be made by filing a statement of change as provided in § 61-2-904(e). An application for an amended registration need not also be filed. Nothing in this chapter shall be construed as requiring an amended registration if the only change in the certificate of foreign limited partnership is related to the admission or substitution of limited partners.   The requirements of § 61-2-902 for obtaining an original registration of a foreign limited partnership apply to obtaining an amended registration under this section.