reglab/housing_qa huggingface dataset:
TN Code § 61-3-119 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 1 - General Provisions|§ 61-3-119. Service of Process, Notice, or Demand

  A limited partnership's registered agent is the limited partnership's agent for service of process, notice, or demand required or permitted by law to be served on the limited partnership.   The secretary of state shall be an agent of a limited partnership upon whom any process, notice, or demand may be served when:  A domestic or foreign limited partnership authorized to do business in this state fails to appoint or maintain a registered agent in this state;   Its registered agent cannot be found with reasonable diligence;   A foreign limited partnership transacts business or conducts affairs in this state without first submitting an application for registration with the secretary of state; or   The registration of a foreign limited partnership has been cancelled.     Whenever a domestic or foreign limited partnership authorized to do business in this state is an employer within the meaning of the Workers' Compensation Law, compiled in title 50, chapter 6, and the limited partnership is, for the purpose of workers' compensation, self-insured or a part of a self-insurance pool as provided in title 50, chapter 6, part 4, the limited partnership shall, for workers' compensation actions only, be required to appoint the commissioner of commerce and insurance and the commissioner's chief deputy, or their successors, as its true and lawful attorneys upon either of whom all lawful process in any such action or legal proceeding may be served, as is required of insurance companies by title 56, chapter 2.   This section does not prescribe the only means, or necessarily the required means, of serving a limited partnership.
TN Code § 61-3-120 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 1 - General Provisions|§ 61-3-120. Delivery of Record

  Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission.   Delivery to the secretary of state is effective only when a record is received by the secretary of state.
TN Code § 61-3-201 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 2 - Formation; Certificate of Limited Partnership and Filings|§ 61-3-201. Formation of Limited Partnership — Certificate of Limited Partnership

  To form a limited partnership, a person must deliver a certificate of limited partnership to the secretary of state for filing.   A certificate of limited partnership must state:  The name of the limited partnership, that complies with § 61-3-112;   The street and mailing addresses of the partnership's principal office; the address 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;   If the partnership's principal office is not located in this state, the address of a registered office and the name and address of a registered agent for service of process in this state, which the partnership is required to maintain; the name of the limited partnership's initial registered agent and street and addresses in this state of the partnership's registered office and the county in which the registered office is located;   The name and street and mailing addresses of each general partner, and a mailing address such as a post office box if the United States postal service does not deliver to the general partner's address; and   Whether the limited partnership is a limited liability limited partnership.     A certificate of limited partnership may contain statements as to matters other than those required by subsection (b), but must not vary or otherwise affect § 61-3-104(c) and (d) in a manner inconsistent with that section.   The partnership agreement must not be filed.   A limited partnership is formed when:  The initial certificate of limited partnership is filed with the secretary of state or at any later date or time specified in the certificate of limited partnership in accordance with and subject to § 61-3-207;   At least two (2) persons have become partners;   At least one (1) person has become a general partner; and   At least one (1) person has become a limited partner.
TN Code § 61-3-202 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 2 - Formation; Certificate of Limited Partnership and Filings|§ 61-3-202. Amendment or Restatement of Certificate of Limited Partnership

  A certificate of limited partnership may be amended or restated at any time.   To amend its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing an amendment stating:  The name of the partnership; and   The text of the amendment.     To restate its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing a restatement, designated as such in its heading.   A limited partnership shall, not later than sixty (60) days after the happening of any of the following events, deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect:  The admission of a new general partner;   The dissociation of a person as a general partner; or   The appointment of a person to wind up the limited partnership's activities and affairs under § 61-3-802(c) or (d).     If a general partner knows that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner must, not later than sixty (60) days after the general partner obtains such knowledge:  Cause the certificate to be amended; or   If appropriate, deliver to the secretary of state for filing a statement of change under § 61-3-116 or a statement of correction under § 61-3-208.
TN Code § 61-3-204 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 2 - Formation; Certificate of Limited Partnership and Filings|§ 61-3-204. Signing and Filing Pursuant to Judicial Order

  If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing under this chapter does not do so, any other person that is aggrieved may petition the appropriate court to order:  The person to sign the record;   The person to deliver the record to the secretary of state for filing; or   The secretary of state to file the record unsigned.     For purposes of subsection (a), the appropriate court is:  For actions brought under subdivisions (a)(1) and (a)(2), either:  The chancery court for the county in which the partnership maintains its principal office; or   The chancery court of Davidson County; and     For actions brought under subdivision (a)(3), the chancery court of Davidson County.     If a petitioner under subsection (a) is not the limited partnership or foreign limited partnership to which the record pertains, the petitioner must make the limited partnership or foreign limited partnership a party to the action.   A record filed under subdivision (a)(3) is effective without being signed.
TN Code § 61-3-205 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 2 - Formation; Certificate of Limited Partnership and Filings|§ 61-3-205. Liability for Materially False Information in Filed Record

  If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains materially false information, a person that suffers loss by reliance on the information may recover damages for the loss from a general partner if:   The record was delivered for filing on behalf of the partnership; and   The general partner knew or had notice of the materially false statement for a reasonably sufficient time before the information was relied upon so that, before the reliance, the general partner reasonably could have:   Effected an amendment under § 61-3-202;   Filed a petition under § 61-3-204; or   Delivered to the secretary of state for filing a statement of change under § 61-3-116 or a statement of correction under § 61-3-208; or       After filing, that general partner knew that any arrangement or other fact described in the certificate is materially false in any respect or has changed making the statement materially false, if that general partner had reasonably sufficient time before the information was relied upon to have:  Effected an amendment under § 61-3-202;   Filed a petition under § 61-3-204; or   Delivered to the secretary of state for filing a statement of change under § 61-3-116 or a statement of correction under § 61-3-208.       No general partner has any liability for failing to cause the amendment, correction, or cancellation of a certificate to be filed or failing to file a petition for its amendment, correction, or cancellation pursuant to subsection (a) if the certificate of amendment, certificate of cancellation, or petition is filed within ninety (90) days of when the general partner knew or should have known that the statement in the certificate was false in any material respect.
TN Code § 61-3-206 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 2 - Formation; Certificate of Limited Partnership and Filings|§ 61-3-206. Filing Requirements

  To be filed by the secretary of state pursuant to this chapter, a record must be received by the secretary of state, comply with this chapter, and satisfy the following:  The filing of the record must be required or permitted by this chapter;   The record must be physically delivered in written form unless and to the extent the secretary of state permits or requires electronic delivery of the record;   The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters, or Arabic or Roman numerals;   The record must be signed by a person authorized or required under this chapter to sign the record; and   The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification.     If law other than this chapter prohibits the disclosure by the secretary of state of information contained in a record delivered to the secretary of state for filing, then the secretary of state must file the record if the record otherwise complies with this chapter but may redact the information.   When a record is delivered to the secretary of state for filing, any fee required under this chapter and any fee, tax, interest, or penalty required to be paid under this chapter or law other than this chapter must be paid in a manner permitted by the secretary of state or by that law.   The secretary of state may require that a record delivered in written form be accompanied by an exact or conformed copy.   The secretary of state may provide forms for filings required or permitted to be made by this chapter and may, by rule, require their use.   The secretary of state may require that a cover sheet for a filing be on a form prescribed by the secretary of state.   The secretary of state may promulgate appropriate rules establishing acceptable methods for execution of any document to be filed with the secretary of state.
TN Code § 61-3-207 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 2 - Formation; Certificate of Limited Partnership and Filings|§ 61-3-207. Effective Date and Time

 Subject to § 61-3-209(d), a record filed under this chapter is effective:   On the date and at the time of its filing by the secretary of state, as provided in § 61-3-209(b);   On the date of filing and at the time specified in the record as its effective time, if later than the time described in subdivision (a)(1);   At a specified delayed effective date and time, which may not be more than ninety (90) days after the date of filing; or   If a delayed effective date is specified, but no time is specified, at 4:30 p.m. on the date specified, which may not be more than ninety (90) days after the date of filing.
TN Code § 61-3-208 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 2 - Formation; Certificate of Limited Partnership and Filings|§ 61-3-208. Correcting Filed Record

  A person on whose behalf a filed record was delivered to the secretary of state for filing may correct the record if:  The record at the time of filing was inaccurate;   The record was defectively signed; or   The electronic transmission of the record to the secretary of state was defective.     A record is corrected by delivering to the secretary of state for filing a statement of correction that:  Does not state a delayed effective date;   Is signed by the person correcting the filed record;   Identifies the filed record to be corrected, including its filing date, or has attached to the statement of correction a copy of the filed record;   Specifies the inaccuracy or defect to be corrected and the reason it is incorrect; and   Corrects the inaccuracy or defect in the filed record.     A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of § 61-3-102(d) and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.
TN Code § 61-3-209 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 2 - Formation; Certificate of Limited Partnership and Filings|§ 61-3-209. Duty of Secretary of State to File — Review of Refusal to File — Delivery of Record by Secretary of State

  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.   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.   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:  Return the record or notify the person that submitted the record of the refusal; and   Provide a brief explanation in a record of the reason for the refusal.      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.   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.     The filing of or refusal to file a record does not:  Affect the validity or invalidity of the record in whole or in part; or   Create a presumption that the information contained in the record is correct or incorrect.     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:  In person to the person that submitted it;   To the address of the person's registered agent;   To the principal office of the person; or   To another address, including an electronic mail address, the person provides to the secretary of state for delivery.
TN Code § 61-3-210 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 2 - Formation; Certificate of Limited Partnership and Filings|§ 61-3-210. Certificate of Existence or Registration

  On request of any person, the secretary of state must issue a certificate of existence for a limited partnership or a certificate of registration for a registered foreign limited partnership.   A certificate under subsection (a) must state:  The limited partnership's name or the registered foreign limited partnership's name used in this state;   In the case of a limited partnership:  That a certificate of limited partnership has been filed and has taken effect;   The date the certificate became effective;   The period of the partnership's duration if the records of the secretary of state reflect that its period of duration is less than perpetual; and   That:   No statement of administrative dissolution, or statement of termination has been filed; and   The records of the secretary of state do not otherwise reflect that the partnership has been dissolved or terminated;       In the case of a registered foreign limited partnership, that the registered foreign limited partnership is registered to do business in this state;   That all fees, taxes, interest, and penalties owed to this state by the limited partnership or the foreign limited partnership have been paid, if:  Payment is reflected in the records of the secretary of state; and   Nonpayment affects the existence or registration of the limited partnership or foreign limited partnership; and     Other facts reflected in the records of the secretary of state pertaining to the limited partnership or foreign limited partnership that the person requesting the certificate reasonably requests.     Subject to any qualification stated in the certificate, a certificate issued by the secretary of state under subsection (a) may be relied on as conclusive evidence of the facts stated in the certificate.
TN Code § 61-3-211 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 2 - Formation; Certificate of Limited Partnership and Filings|§ 61-3-211. Annual Report for Secretary of State

  A limited partnership or registered foreign limited partnership shall deliver to the secretary of state for filing an annual report that states:  The name of the limited partnership or foreign limited partnership;   The name of its registered agent in this state;   The street address and zip code of its registered office and the name of its registered agent at that office in this state;   The name of at least one (1) general partner; and   In the case of a foreign limited partnership, its jurisdiction of formation and any alternate name adopted under § 61-3-1006(a).     Information in the annual report must be current as of the date the report is signed by the limited partnership or registered foreign limited partnership.   Every limited partnership and registered foreign limited partnership shall file the annual report with the secretary of state on or before the first day of the fourth month following the close of the limited partnership's or registered foreign limited partnership's fiscal year or upon a date set by rule by the secretary of state.   If an annual report does not contain the information required by this section, the secretary of state must promptly notify the reporting limited partnership or registered foreign limited partnership in a record and return the report for correction.   If an annual report contains the name or address of a registered agent that differs from the information shown in the records of the secretary of state immediately before the report becomes effective, the differing information is considered a statement of change under § 61-3-116.   If an annual report contains a street or mailing address for the principal office that differs from the information shown in the records of the secretary of state immediately before the report becomes effective, the differing information is considered a statement of change under § 61-3-116.
TN Code § 61-3-301 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 3 - Limited Partners|§ 61-3-301. Becoming Limited Partner

  Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners.   After formation, a person becomes a limited partner:  As provided in the partnership agreement;   As the result of a transaction effective under part 11 of this chapter;   With the affirmative vote or consent of all the partners; or   As provided in § 61-3-801(a)(4) or (a)(5).     A person may become a limited partner without:  Acquiring a transferable interest; or   Making or being obligated to make a contribution to the limited partnership.
TN Code § 61-3-302 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 3 - Limited Partners|§ 61-3-302. No Agency Power of Limited Partner as Limited Partner

  A limited partner is not an agent of a limited partnership solely by reason of being a limited partner.   A person's status as a limited partner does not prevent or restrict law other than this chapter from imposing liability on a limited partnership because of the person's conduct.
TN Code § 61-3-303 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 3 - Limited Partners|§ 61-3-303. No Liability as Limited Partner for Limited Partnership Obligations

  A debt, obligation, or other liability of a limited partnership is not the debt, obligation, or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the partnership solely by reason of being or acting as a limited partner, even if the limited partner participates in the management and control of the limited partnership. This subsection (a) applies regardless of the dissolution of the partnership.   Neither the failure of a limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs nor the failure of a limited partnership to maintain the information required under § 61-3-107 is a ground for imposing liability on a limited partner for a debt, obligation, or other liability of the partnership.   Notwithstanding any provision in this chapter to the contrary, a limited partner, or in the case of a limited liability limited partnership, a general partner may elect to become liable for the obligations of the partnership by complying with § 67-4-2008(b).
TN Code § 61-3-305 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 3 - Limited Partners|§ 61-3-305. Limited Duties of Limited Partners

  A limited partner shall discharge any duties to the partnership and the other partners under the partnership agreement and exercise any rights under this chapter or the partnership agreement consistently with the contractual obligation of good faith and fair dealing.   Except as otherwise provided in subsection (a), a limited partner does not have any duty to the limited partnership or to any other partner solely by reason of acting as a limited partner.   If a limited partner enters into a transaction with a limited partnership, the limited partner's rights and obligations arising from the transaction are the same as those of a person that is not a partner.