reglab/housing_qa huggingface dataset:
TN Code § 61-3-808 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 8 - Dissolution|§ 61-3-808. Court Proceedings

  A dissolved limited partnership that has published a notice under § 61-3-807 may file an application with the chancery court in the county where the limited partnership's principal office is located or, if the principal office is not located in this state, where the office of the limited partnership's registered agent is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the limited partnership, or are based on an event occurring after the date of dissolution but which, based on the facts known to the limited partnership, are reasonably expected to arise after the date of dissolution. Security is not required for any claim that is or is reasonably anticipated to be barred under § 61-3-807.   Not later than ten (10) days after the filing of an application under subsection (a), the dissolved limited partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the limited partnership.   In a proceeding brought under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited partnership.   A dissolved limited partnership that provides security in the amount and form ordered by the court under subsection (a) satisfies the limited partnership's obligations with respect to claims that are contingent, have not been made known to the limited partnership, or are based on an event occurring after the date of dissolution, and such claims must not be enforced against a partner or transferee on account of assets received in liquidation.
TN Code § 61-3-809 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 8 - Dissolution|§ 61-3-809. Liability of General Partner and Person Dissociated as General Partner When Claim Against Limited Partnership Barred

 If a claim against a dissolved limited partnership is barred under § 61-3-806, § 61-3-807, or § 61-3-808, any corresponding claim under § 61-3-404 or § 61-3-607 is also barred.
TN Code § 61-3-811 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 8 - Dissolution|§ 61-3-811. Administrative Dissolution

  The secretary of state may commence a proceeding under subsection (b) to dissolve a limited partnership administratively if:  The limited partnership fails to pay any fee, tax, interest, or penalty required to be paid to the secretary of state;   The limited partnership fails to deliver an annual report to the secretary of state not later than two (2) months after the report is due;   The limited partnership is without a registered agent or registered office in this state for two (2) months or more;   The limited partnership does not notify the secretary of state within two (2) months that the limited partnership's registered agent or registered office has been changed, that the limited partnership's registered agent has resigned, or that the limited partnership's registered office has been discontinued;   The limited partnership submits to the secretary of state a check, bank draft, money order, or other such instrument, for payment of any fee and the instrument is dishonored upon presentation for payment;   A general or limited partner or other representative of a limited partnership signed a document the person knew was false in any material respect, with the intent that the document be filed with the secretary of state; or   The name of the limited partnership in any document filed under this chapter fails to comply with § 61-3-112.     If the secretary of state determines that one (1) or more grounds exist for administratively dissolving a limited partnership, the secretary of state must serve the partnership with notice in a record of the secretary of state's determination. The record may be sent by first class mail.   If a limited partnership, not later than two (2) months after service of the notice under subsection (b), does not cure or demonstrate to the satisfaction of the secretary of state the nonexistence of each ground determined by the secretary of state, the secretary of state must administratively dissolve the partnership by signing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The secretary of state shall file the statement and serve a copy on the partnership pursuant to § 61-3-119, except that the statement of administrative dissolution may be sent by first class mail.   A limited partnership that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up the limited partnership's activities and affairs and liquidate its assets under §§ 61-3-802, 61-3-806, 61-3-807, 61-3-808, and 61-3-810, or to apply for reinstatement under § 61-3-812.   The administrative dissolution of a limited partnership does not terminate the authority of the limited partnership's registered agent.
TN Code § 61-3-812 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 8 - Dissolution|§ 61-3-812. Reinstatement

  A limited partnership that is administratively dissolved under § 61-3-811 may apply to the secretary of state for reinstatement following the administrative dissolution. The application must:  Be accompanied by a confirmation of good standing with the department of revenue relative to the limited partnership;   State the name of the limited partnership at the time of the limited partnership's administrative dissolution;   State a name for the limited partnership that satisfies § 61-3-112; and   State that the grounds for dissolution did not exist or have been eliminated.     If the secretary of state determines that the application is accompanied by the 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 dissolution 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 limited partnership. Service of the copy may be by first class mail.   If the limited partnership name in subdivision (a)(2) is different than the limited partnership name in subdivision (a)(3), the application for reinstatement must constitute an amendment to the certificate of limited partnership insofar as it pertains to the 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 limited partnership resumes carrying on the limited partnership's business as if the administrative dissolution had never occurred.
TN Code § 61-3-813 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 8 - Dissolution|§ 61-3-813. Judicial Review of Denial of Reinstatement

  If the secretary of state denies a limited partnership's application for reinstatement following administrative dissolution, the secretary of state must serve the limited partnership with a notice in a record that explains the reasons for the denial.   A 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 § 61-3-814 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 8 - Dissolution|§ 61-3-814. Statement of Termination Following Administrative Dissolution

  When a limited partnership has been administratively dissolved and wishes to terminate its existence, it may do so without first being reinstated by delivering a statement of termination to the secretary of state for filing following administrative dissolution, stating the name of the limited partnership and that the limited partnership is terminated.   The secretary of state shall file the statement of termination following administrative dissolution if the secretary of state finds that the statement of termination complies with subsection (a) and the limited partnership is in good standing with the department of revenue.
TN Code § 61-3-815 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 8 - Dissolution|§ 61-3-815. Statement of Termination

  When a limited partnership has been dissolved and wishes to terminate its existence, it may do so by delivering a statement of termination to the secretary of state for filing and include the information described in § 61-3-802(b)(1)(B) and the secretary of state control number.   The secretary of state shall file the statement of termination if the secretary of state finds that the statement of termination complies with subsection (a) and the limited partnership is in good standing with the department of revenue.
TN Code § 61-3-901 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 9 - Actions by Partners|§ 61-3-901. Direct Action by Partner

  Subject to subsection (b), a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the limited partnership's activities and affairs, to enforce the partner's rights and otherwise protect the partner's interests, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.   A partner maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.   A right to an accounting on a dissolution and winding up does not revive a claim barred by law.
TN Code § 61-3-902 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 9 - Actions by Partners|§ 61-3-902. Derivative Action

 A partner may maintain a derivative action to enforce a right of a limited partnership if:   The partner first makes a demand on the general partners, requesting that the general partners cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or   A demand under subdivision (1) would be futile.
TN Code § 61-3-903 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 9 - Actions by Partners|§ 61-3-903. Proper Plaintiff

 A derivative action to enforce a right of a limited partnership may be maintained only by a person that:   Is a partner at the time the action is commenced; and   Either:  Was a partner when the conduct giving rise to the action occurred; or   Whose status as a partner devolved on the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.
TN Code § 61-3-904 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 9 - Actions by Partners|§ 61-3-904. Pleading

 In a derivative action, the complaint must state with particularity:   The date and content of plaintiff's demand and the response to the demand by the general partner; or   Why demand should be excused as futile.
TN Code § 61-3-905 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 9 - Actions by Partners|§ 61-3-905. Special Litigation Committee

  If a limited partnership is named as or made a party in a derivative proceeding, the partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the limited partnership. If the limited partnership appoints a special litigation committee, on motion by the committee made in the name of the limited partnership, except for good cause shown, the court must stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection (a) does not prevent the court from:  Enforcing a person's right to information under § 61-3-304 or § 61-3-407; or   Granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.     A special litigation committee must be composed of one (1) or more disinterested and independent individuals, who may be partners.   A special litigation committee may be appointed:  By a majority of the general partners not named as parties in the proceeding; or   If all general partners are named as parties in the proceeding, by a majority of the general partners named as defendants.     After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited partnership that the proceeding:  Continue under the control of the plaintiff;   Continue under the control of the committee;   Be settled on terms approved by the committee; or   Be dismissed.     After making a determination under subsection (d), a special litigation committee shall file with the court a statement of the committee's determination and report supporting the committee's determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made the committee's recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court must enforce the committee's determination. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) and allow the action to continue under the control of the plaintiff.
TN Code § 61-3-906 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 9 - Actions by Partners|§ 61-3-906. Proceeds and Expenses

  Except as otherwise provided in subsection (b):  Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the plaintiff; and   If the plaintiff receives any proceeds, the plaintiff must remit the proceeds immediately to the limited partnership.     If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited partnership.   A derivative action on behalf of a limited partnership must not be voluntarily dismissed or settled without the court's approval.
TN Code § 61-3-1001 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 10 - Foreign Limited Partnerships|§ 61-3-1001. Governing Law

  Subject to the Constitution of Tennessee:  The law of the jurisdiction of formation of a foreign limited partnership governs:  The organization and internal affairs of the foreign limited partnership;   The liability of a partner as partner for a debt, obligation, or other liability of the foreign limited partnership; and   The liability of a series of the foreign limited partnership;     A foreign limited partnership is not precluded from registering to do business in this state because of any difference between the law of the foreign limited partnership's jurisdiction of formation and the law of this state.     Registration of a foreign limited partnership to do business in this state does not authorize the foreign partnership to engage in any activities and affairs or exercise any power that a limited partnership may not engage in or exercise in this state.
TN Code § 61-3-1002 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 10 - Foreign Limited Partnerships|§ 61-3-1002. Registration to Do Business in This State

  A foreign limited partnership shall not do business in this state until the foreign limited partnership registers with the secretary of state under this part.   A foreign limited partnership doing business in this state shall not maintain an action or proceeding in this state unless the foreign limited partnership is registered to do business in this state and has paid to this state all fees for the years or parts thereof during which the foreign limited partnership did business in this state without having registered.   The failure of a foreign limited partnership to register to do business in this state does not impair the validity of a contract or act of the foreign limited partnership or preclude the foreign limited partnership from defending an action or proceeding in this state.   A limitation on the liability of a general partner or limited partner of a foreign limited partnership is not waived solely because the foreign limited partnership does business in this state without registering to do business in this state.   Section 61-3-1001(a) and (b) applies even if the foreign limited partnership fails to register under this part.   Any foreign limited partnership doing business in this state without first having registered shall be fined and shall pay to the secretary of state three (3) times the otherwise required filing fees for each year or part thereof during which the foreign limited partnership failed to register in this state.
TN Code § 61-3-1003 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 10 - Foreign Limited Partnerships|§ 61-3-1003. Registration

  To register to do business in this state, a foreign limited partnership must 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 the foreign limited partnership proposes to register and do business in this state;   The jurisdiction where organized, the date of the foreign limited partnership's 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 the foreign limited partnership's organization;   The street address and zip code of the foreign limited partnership's registered office in this state, and a mailing address such as a post office box if the United States postal service does not deliver to the principal office; the county in which that office is located; and the name of the foreign limited partnership's registered agent at that office;   The street address, including the zip code, of the foreign limited partnership's 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;   The date on which the foreign limited partnership first did, or intends to do, business in this state; and   Any additional information required by the secretary of state;     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 must 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 § 61-3-1205.     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 must not file the registration until the foreign limited partnership submits a letter of good standing from the department of revenue.
TN Code § 61-3-1004 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017|Part 10 - Foreign Limited Partnerships|§ 61-3-1004. Amendment of Foreign Registration

  If any statement required by § 61-3-1003 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 must 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 § 61-3-116. Nothing in this chapter requires 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 § 61-3-1003 for obtaining an original registration of a foreign limited partnership apply to obtaining an amended registration under this section.