reglab/housing_qa huggingface dataset:
TN Code § 61-1-805 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 8 - Winding Up Partnership Business|§ 61-1-805. Statement of Dissolution

  After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.   A statement of dissolution cancels a filed statement of partnership authority for the purposes of § 61-1-303(c) and is a limitation on authority for the purposes of § 61-1-303(d).   For the purposes of §§ 61-1-301 and 61-1-804, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety (90) days after it is filed.   After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in § 61-1-303(c) and (d) in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
TN Code § 61-1-806 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 8 - Winding Up Partnership Business|§ 61-1-806. Partner's Liability to Other Partners After Dissolution

  Except as otherwise provided in subsection (b), after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under § 61-1-804.   A partner who, with knowledge of the dissolution, incurs a partnership liability under § 61-1-804(2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
TN Code § 61-1-807 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 8 - Winding Up Partnership Business|§ 61-1-807. Settlement of Accounts Among Partners

  In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b).   Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account, but exclude from the calculation charges attributable to an obligation for which the partner is not personally liable under § 61-1-306.   If a partner fails to contribute the full amount required under subsection (b), all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under § 61-1-306. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under § 61-1-306.   After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under § 61-1-306.   The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.   An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.
TN Code § 61-1-901 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 9 - Conversions and Mergers|§ 61-1-901. Definitions

 In this part:   “General partner” means a partner in a partnership and a general partner in a limited partnership;   “Limited partner” means a limited partner in a limited partnership;   “Limited partnership” means a limited partnership created under the Revised Uniform Limited Partnership Act of this state, compiled in chapter 2 of this title, predecessor law, or comparable law of another jurisdiction;   “Partner” includes both a general partner and a limited partner.
TN Code § 61-1-902 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 9 - Conversions and Mergers|§ 61-1-902. Conversion of Partnership to Limited Partnership

  A partnership may be converted to a limited partnership pursuant to this section.   The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partnership agreement.   After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership in the jurisdiction in which the limited partnership is to be formed. The certificate must include:  A statement that the partnership was converted to a limited partnership from a partnership;   Its former name; and   A statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement.     The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate.   A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within 90 days after the conversion takes effect. The limited partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in the Revised Uniform Limited Partnership Act of this state, compiled in chapter 2 of this title.
TN Code § 61-1-903 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 9 - Conversions and Mergers|§ 61-1-903. Conversion of Limited Partnership to Partnership

  A limited partnership may be converted to a partnership pursuant to this section.   Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of the partners.   After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.   The conversion takes effect when the certificate of limited partnership is canceled.   A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. The partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.
TN Code § 61-1-904 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 9 - Conversions and Mergers|§ 61-1-904. Effect of Conversion

  A partnership or limited partnership that has been converted pursuant to this part is for all purposes the same entity that existed before the conversion.   When a conversion takes effect:  All property owned by the converting partnership or limited partnership remains vested in the converted entity;   All obligations of the converting partnership or limited partnership continue as obligations of the converted entity; and   An action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred.
TN Code § 61-1-905 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 9 - Conversions and Mergers|§ 61-1-905. Merger of Partnerships

  Pursuant to a plan of merger approved as provided in subsection (c), a partnership may be merged with one (1) or more partnerships or limited partnerships.   The plan of merger must set forth:  The name of each partnership or limited partnership that is a party to the merger;   The name of the surviving entity into which the other partnership or limited partnerships will merge;   Whether the surviving entity is a partnership or a limited partnership and the status of each partner;   The terms and conditions of the merger;   The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part; and   The street address of the surviving entity's chief executive office.     The plan of merger must be approved:  In the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and   In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.     After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.   The merger takes effect on the later of:  The approval of the plan of merger by all parties to the merger, as provided in subsection (c);   The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or   Any effective date specified in the plan of merger.
TN Code § 61-1-906 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 9 - Conversions and Mergers|§ 61-1-906. Effect of Merger

  When a merger takes effect:  The separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ceases;   All property owned by each of the merged partnerships or limited partnerships vests in the surviving entity;   All obligations of every partnership or limited partnership that is a party to the merger become the obligations of the surviving entity; and   An action or proceeding pending against a partnership or limited partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party to the action or proceeding.     The secretary of state of this state is the agent for service of process in an action or proceeding against a surviving foreign partnership or limited partnership to enforce an obligation of a domestic partnership or limited partnership that is a party to a merger. The surviving entity shall promptly notify the secretary of state of the mailing address of its chief executive office and of any change of address. Upon receipt of process, the secretary of state shall mail a copy of the process to the surviving foreign partnership or limited partnership.   A partner of the surviving partnership or limited partnership is liable for:  All obligations of a party to the merger for which the partner was personally liable before the merger;   All other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the entity; and   All obligations of the surviving entity incurred after the merger takes effect, but those obligations may be satisfied only out of property of the entity if the partner is a limited partner.     If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership or limited partnership, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the surviving entity, in the manner provided in § 61-1-807 or in the provisions of any limited partnership act of the jurisdiction in which the party was formed, as the case may be, as if the merged party were dissolved.   A partner of a party to a merger who does not become a partner of the surviving partnership or limited partnership is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The surviving entity shall cause the partner's interest in the entity to be purchased under § 61-1-701 or another statute specifically applicable to that partner's interest with respect to a merger. The surviving entity is bound under § 61-1-702 by an act of a general partner dissociated under this subsection (e), and the partner is liable under § 61-1-703 for transactions entered into by the surviving entity after the merger takes effect.
TN Code § 61-1-907 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 9 - Conversions and Mergers|§ 61-1-907. Statement of Merger

  After a merger, the surviving partnership or limited partnership may file a statement that one (1) or more partnerships or limited partnerships have merged into the surviving entity.   A statement of merger must contain:  The name of each partnership or limited partnership that is a party to the merger;   The name of the surviving entity into which the other partnerships or limited partnership were merged;   The street address of the surviving entity's chief executive office (and a mailing address such as a post office box if the United States postal service does not deliver to the chief executive office) and of an office in this state, if any; and   Whether the surviving entity is a partnership or a limited partnership.     Except as otherwise provided in subsection (d), for the purposes of § 61-1-302, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.   For the purposes of § 61-1-302, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.   A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to § 61-1-105(c), stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (b), operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (c) and (d).
TN Code § 61-1-908 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 9 - Conversions and Mergers|§ 61-1-908. Nonexclusive

 This part is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law.
TN Code § 61-1-1005 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 10 - Limited Liability Partnership|§ 61-1-1005. Professional Registered Limited Liability Partnerships

 Notwithstanding any other law, a partnership engaged in the rendering of professional services may register as a registered limited liability partnership subject to the laws and regulations governing the provision of professional services by partnerships and such other terms and conditions imposed by its governing professional licensing authority. Nothing in this section shall affect the authority of professional licensing authorities, including the state supreme court, to regulate the practice of the professions.
TN Code § 61-1-1006 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 10 - Limited Liability Partnership|§ 61-1-1006. Certificate of Existence

  Any person may apply to the secretary of state to furnish a certificate of existence for a domestic registered limited liability partnership or a certificate of registration for a foreign registered limited liability partnership registered to transact business in this state.   A certificate of existence or registration sets forth:  The domestic registered limited liability partnership's name or the foreign registered limited liability partnership's name used in this state;   That:  The domestic registered limited liability partnership is a limited liability partnership registered under the laws of this state, and the effective date of the filing of its initial application for registration as a registered limited liability partnership; or   The foreign registered limited liability partnership is a limited liability partnership registered to transact business in this state;     That all fees, taxes and penalties owed to this state have been paid, if:  Payment is reflected in the records of the secretary of state or the department of revenue; and   Nonpayment affects the registration of the domestic or foreign registered limited liability partnership;     Whether or not the registration of a domestic or foreign registered limited liability partnership as such remains effective;   That the certificate of existence or registration is effective as of the date of the issuance of the certificate; and   Other facts of record in the office of the secretary of state that may be requested by the applicant.     Subject to any qualifications stated in the certificate, a certificate of existence or registration issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign registered limited liability partnership is registered as a domestic registered limited liability partnership or is registered to transact business in this state as a foreign registered limited liability partnership and is in good standing as far as the records of the secretary of state show.
TN Code § 61-1-1201 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 12 - Miscellaneous Provisions|§ 61-1-1201. Uniformity of Application and Construction

 This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
TN Code § 61-1-1202 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 12 - Miscellaneous Provisions|§ 61-1-1202. Short Title

 This chapter may be cited as the “Uniform Partnership Act.”
TN Code § 61-1-1203 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 12 - Miscellaneous Provisions|§ 61-1-1203. Severability Clause

 If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
TN Code § 61-1-1204 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 12 - Miscellaneous Provisions|§ 61-1-1204. Effective Date

 This chapter takes effect on January 1, 2002, the public welfare requiring it.
TN Code § 61-1-1205 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 12 - Miscellaneous Provisions|§ 61-1-1205. Repeals

 Effective January 1, 2002, the following acts and parts of acts are repealed: §§ 61-1-101 through and including 61-1-142 of the Uniform Partnership Act as enacted in this state, as amended and in effect immediately before January 1, 2002.
TN Code § 61-1-1206 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 12 - Miscellaneous Provisions|§ 61-1-1206. Applicability

  Before January 1, 2002, this chapter governs only a partnership formed:  After January 1, 2002, unless that partnership is continuing the business of a dissolved partnership under § 61-1-129 of the prior Uniform Partnership Act; and   Before January 1, 2002, that elects, as provided by subsection (c), to be governed by this chapter.     After January 1, 2002, this chapter governs all partnerships.   Before January 1, 2002, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this chapter. The provisions of this chapter relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who had done business with the partnership within one (1) year preceding the partnership's election to be governed by this act, only if the third party knows or has received a notification of the partnership's election to be governed by this chapter.
TN Code § 61-1-1207 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 1 - Revised Uniform Partnership Act|Part 12 - Miscellaneous Provisions|§ 61-1-1207. Savings Clause

 This chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect.