reglab/housing_qa huggingface dataset:
TN Code § 61-3-605 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 6 - Dissociation|§ 61-3-605. Effect of Dissociation as General Partner

  If a person is dissociated as a general partner:  The person's right to participate as a general partner in the management and conduct of the limited partnership's activities and affairs terminates;   The person's duties and obligations as a general partner under § 61-3-409 end with regard to matters arising and events occurring after the person's dissociation;   The person may sign and deliver to the secretary of state for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated as a general partner; and   Subject to § 61-3-704 and part 11 of this chapter, any transferable interest owned by the person in the person's capacity as a general partner immediately before dissociation is owned by the person solely as a transferee.     A person's dissociation as a general partner does not, of itself, discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners that the person incurred while a general partner.
TN Code § 61-3-606 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 6 - Dissociation|§ 61-3-606. Power to Bind and Liability of Person Dissociated as General Partner

  After a person is dissociated as a general partner and before the limited partnership is merged out of existence or converted under part 11 of this chapter, or dissolved, the partnership is bound by an act of the person only if:  The act would have bound the partnership under § 61-3-402 before the dissociation; and   At the time the other party enters into the transaction:  Less than one (1) year has passed since the dissociation; and   The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner.       If a limited partnership is bound under subsection (a), the person dissociated as a general partner that caused the partnership to be bound is liable:  To the partnership for any damage caused to the partnership arising from the obligation incurred under subsection (a); and   If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
TN Code § 61-3-607 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 6 - Dissociation|§ 61-3-607. Liability of Person Dissociated as General Partner to Other Person

  A person's dissociation as a general partner does not, of itself, discharge the person's liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c), the person is not liable for a partnership obligation incurred after dissociation.   A person whose dissociation as a general partner results in a dissolution and winding up of the limited partnership's activities and affairs is liable on an obligation incurred by the partnership under § 61-3-805 to the same extent as a general partner under § 61-3-404.   A person that is dissociated as a general partner without the dissociation resulting in a dissolution and winding up of the limited partnership's activities and affairs is liable on a transaction entered into by the limited partnership after the dissociation only if:  A general partner would be liable on the transaction; and   At the time the other party enters into the transaction:  Less than one (1) year has passed since the dissociation; and   The other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a general partner.       By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for a debt, obligation, or other liability of the partnership.   A person dissociated as a general partner is released from liability for a debt, obligation, or other liability of the limited partnership if the partnership's creditor, with knowledge or notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the debt, obligation, or other liability.
TN Code § 61-3-701 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 7 - Transferable Interests and Rights of Transferees and Creditors|§ 61-3-701. Nature of Transferable Interest

 A transferable interest is personal property.
TN Code § 61-3-702 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 7 - Transferable Interests and Rights of Transferees and Creditors|§ 61-3-702. Transfer of Transferable Interest

  A transfer, in whole or in part, of a transferable interest:  Is permissible;   Does not, by itself, cause a person's dissociation as a partner or a dissolution and winding up of the limited partnership's activities and affairs; and   Subject to § 61-3-704, does not entitle the transferee to:  Participate in the management or conduct of the limited partnership's activities and affairs; or   Except as otherwise provided in subsection (c), have access to required information, records, or other information concerning the limited partnership's activities and affairs.       A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.   In a dissolution and winding up of a limited partnership, a transferee is entitled to an account of the limited partnership's transactions only from the date of dissolution.   A transferable interest may be evidenced by a certificate of the interest issued by a limited partnership in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.   A limited partnership need not give effect to a transferee's rights under this section until the partnership knows or has notice of the transfer.   A transfer of a transferable interest in violation of a restriction on transfer contained in the partnership agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer.   Except as otherwise provided in §§ 61-3-601(b)(4)(B) and 61-3-603(4)(B), if a general or limited partner transfers a transferable interest, the transferor retains the rights of a general or limited partner other than the transferable interest transferred and retains all the duties and obligations of a general or limited partner.   If a general or limited partner transfers a transferable interest to a person that becomes a general or limited partner with respect to the transferred interest, the transferee is liable for the transferor's obligations under §§ 61-3-502 and 61-3-505 known to the transferee when the transferee becomes a partner.
TN Code § 61-3-703 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 7 - Transferable Interests and Rights of Transferees and Creditors|§ 61-3-703. Charging Order

  On application by a judgment creditor of a partner or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor's transferable interest and requires the limited partnership to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor.   To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a), the court may:  Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and   Make all other orders necessary to give effect to the charging order.     The partner or transferee whose transferable interest is subject to a charging order under subsection (a) may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.   This chapter does not deprive any partner or transferee of the benefit of any exemption law applicable to the transferable interest of the partner or transferee.   This section provides the exclusive remedy by which a person, other than the partnership itself, seeking in the capacity of a judgment creditor to enforce a judgment against a partner or transferee may satisfy the judgment from the judgment debtor's transferable interest.
TN Code § 61-3-704 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 7 - Transferable Interests and Rights of Transferees and Creditors|§ 61-3-704. Power of Legal Representative of Deceased Partner

 If a partner dies, the deceased partner's legal representative may exercise:   The rights of a transferee provided in § 61-3-702(c); and   For the purposes of settling the estate, the rights of a current limited partner under § 61-3-304.
TN Code § 61-3-802 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 8 - Dissolution|§ 61-3-802. Winding Up

  A dissolved limited partnership shall wind up its activities and affairs and, except as otherwise provided in § 61-3-803, the partnership continues after dissolution only for the purpose of winding up.   In winding up its activities and affairs:  The limited partnership shall:  Deliver to the secretary of state for filing a statement of dissolution; and   Deliver to the secretary of state for filing a statement of termination stating:   The name of the limited partnership;   A statement that the limited partnership's debts, obligations, and other liabilities are discharged;   A statement that the limited partnership's activities and affairs are settled and closed;   A statement that the limited partnership's assets are distributed; and   A statement that the limited partnership is terminated;       The limited partnership may:  Preserve the limited partnership's activities, affairs, and property as a going concern for a reasonable time;   Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;   Transfer the limited partnership's property;   Settle disputes by mediation or arbitration; and   Perform other acts necessary or appropriate to the winding up.       If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities and affairs may be appointed by the affirmative vote or consent 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. A person appointed under this subsection (c):  Has the powers of a general partner under § 61-3-804 but is not liable for the debts, obligations, and other liabilities of the limited partnership solely by reason of having or exercising those powers or otherwise acting to wind up the dissolved limited partnership's activities and affairs; and   Shall promptly deliver to the secretary of state for filing an amendment to the limited partnership's certificate of limited partnership stating:  That the limited partnership does not have a general partner;   The name and street address, including the zip code, of the person appointed, and a mailing address such as a post office box if the United States postal service does not deliver mail to the street address of the person; and   That the person has been appointed pursuant to this subsection (c) to wind up the limited partnership.       On the application of a partner, the appropriate court may order judicial supervision of the winding up of a dissolved limited partnership, including the appointment of a person to wind up the limited partnership's activities and affairs, if:  The limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c); or   The applicant establishes other good cause.
TN Code § 61-3-803 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 8 - Dissolution|§ 61-3-803. Rescinding Dissolution

  A limited partnership may rescind its dissolution, unless a statement of termination applicable to the partnership has become effective, the court of record has entered an order under § 61-3-801(a)(6) dissolving the partnership, or the secretary of state has dissolved the partnership under § 61-3-811.   Rescinding dissolution under this section requires:  The affirmative vote or consent of each partner; and   If the limited partnership has delivered to the secretary of state for filing an amendment to the certificate of limited partnership stating that the limited partnership is dissolved and:  The amendment has not become effective, delivery to the secretary of state for filing of a statement of withdrawal applicable to the amendment; or   The amendment has become effective, delivery to the secretary of state for filing of an amendment to the certificate of limited partnership stating that dissolution has been rescinded under this section.       If a limited partnership rescinds its dissolution:  The limited partnership resumes carrying on the limited partnership's activities and affairs as if dissolution had never occurred;   Subject to subdivision (c)(3), any liability incurred by the limited partnership after the dissolution and before the rescission has become effective is determined as if dissolution had never occurred; and   The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission shall not be adversely affected.
TN Code § 61-3-804 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 8 - Dissolution|§ 61-3-804. Power to Bind Partnership After Dissolution

  A limited partnership is bound by a general partner's act after dissolution that:  Is appropriate for winding up the limited partnership's activities and affairs; or   Would have bound the partnership under § 61-3-402 before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.     A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:  At the time the other party enters into the transaction:  Less than one (1) year has passed since the dissociation; and   The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner; and     The act:  Is appropriate for winding up the limited partnership's activities and affairs; or   Would have bound the limited partnership under § 61-3-402 before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.
TN Code § 61-3-805 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 8 - Dissolution|§ 61-3-805. Liability After Dissolution of General Partner and Person Dissociated as General Partner

  If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under § 61-3-804(a) by an act that is not appropriate for winding up the limited partnership's activities and affairs, the general partner is liable:  To the limited partnership for any damage caused to the limited partnership arising from the obligation; and   If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.     If a person dissociated as a general partner causes a limited partnership to incur an obligation under § 61-3-804(b), the person is liable:  To the limited partnership for any damage caused to the limited partnership arising from the obligation; and   If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the obligation.
TN Code § 61-3-806 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 8 - Dissolution|§ 61-3-806. Known Claims Against Dissolved Limited Partnership

  A dissolved limited partnership may give notice of a known claim under subsection (b), which has the effect provided in subsection (c).   The dissolved limited partnership shall notify the limited partnership's known claimants in writing of the dissolution at any time after the dissolution's 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, including zip code, 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 is 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 the claimant's 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;   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 § 61-3-807 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 8 - Dissolution|§ 61-3-807. Other Claims Against Dissolved Limited Partnership

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