reglab/housing_qa huggingface dataset:
TN Code § 61-2-102 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 1 - General Provisions|§ 61-2-102. Name of Partnership

 The name of each limited partnership as set forth in its certificate of limited partnership:   Shall contain the words “Limited Partnership” or the abbreviation “L.P.”;   May contain the words “association,” “club,” “company,” “foundation,” “fund,” “institute,” “society,” “union,” “syndicate,” “limited,” “trust,” or abbreviations of like import, but shall not contain the words “corporation” or “incorporated” or abbreviations of like import;   May contain the name of a partner; and    Except as authorized by subdivision (4)(B), must be such as to distinguish it upon the records of the secretary of state from the respective names of or for every other entity, whether true, assumed, reserved or registered, to the extent the use or reservation of such names is evidenced by a filing with the secretary of state under applicable law;   A limited partnership, or person acting on behalf of a limited partnership not yet registered, may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from one (1) or more of the names described in subdivision (4)(A). The secretary of state shall authorize use of the indistinguishable name applied for, if:   The person holding the right to use the previously filed name described in subdivision (4)(A) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant;   The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state; or   The person holding the right to use the previously filed name described in subdivision (4)(A) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent.
TN Code § 61-2-103 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 1 - General Provisions|§ 61-2-103. Reservation of Name

  The exclusive right to the use of a name may be reserved by:  Any person intending to organize a limited partnership under this chapter and to adopt that name;   Any domestic limited partnership or any foreign limited partnership registered in the state of Tennessee which, in either case, intends to adopt that name;   Any foreign limited partnership intending to register in the state of Tennessee and to adopt that name; and   Any person intending to organize a foreign limited partnership and intending to have it registered in the state of Tennessee and to adopt that name.     The reservation of a specified name shall be made by a person filing with the secretary of state an application, executed by the applicant, which may be either a signed copy, specifying the name to be reserved and the name and address of the applicant. If the secretary of state finds that the name applied for meets the requirements of § 61-2-102 and is available for use by a domestic or foreign limited partnership, he shall reserve the name for the applicant's exclusive use for a nonrenewable four-month period. The right to the exclusive use of a reserved name may be transferred to any other person by filing with the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved, specifying the name to be transferred and the name and address of the transferee. The reservation of a specified name may be cancelled by filing with the secretary of state a notice, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee.
TN Code § 61-2-104 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 1 - General Provisions|§ 61-2-104. Registered Office — Registered Agent

  Each limited partnership must continuously maintain in this state:  A registered office, which may but need not be a place of its business in this state; and   A registered agent, which agent may be either an individual resident of this state whose business office is identical with the limited partnership's registered office, or a domestic corporation or a foreign corporation authorized to transact business in this state having a business office identical with such registered office.     A limited partnership may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:  The name of the limited partnership;   The street address of its current registered office;   If the current registered office is to be changed, the street address of the new registered office and zip code for such office, and the county in which the office is located;   The name of its current registered agent;   If the current registered agent is to be changed, the name of the new registered agent; and   That after the change or changes are made, the street address of its registered office and the business office of its registered agent will be identical.     If a registered agent changes the street address of his business office, he may change the street address of the registered office of any limited partnership for which he is the registered agent by notifying the limited partnership in writing of the change and signing (either manually or in facsimile) and delivering to the secretary of state for filing a statement that complies with the requirements of subsection (b) and recites that the limited partnership has been notified of the change.   A registered agent may resign his agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by his certification that he has mailed a copy thereof to the principal office of the limited partnership by certified mail. The statement may include a statement that the registered office is also discontinued. The agency appointment is terminated, and the registered office discontinued if so provided, on the date on which the statement is filed by the secretary of state.   If a registered agent resigns or is unable to perform his duties, the designating limited partnership shall promptly designate another registered agent to the end that it shall at all times have a registered agent in this state.
TN Code § 61-2-105 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 1 - General Provisions|§ 61-2-105. Service on Partnership Generally

  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.   Whenever a domestic or foreign limited partnership authorized to do business in this state fails to appoint or maintain a registered agent in this state, whenever its registered agent cannot be found with reasonable diligence, whenever a foreign limited partnership shall transact business or conduct affairs in this state without first submitting an application for registration with the secretary of state, or whenever the registration of a foreign limited partnership shall have been cancelled, then the secretary of state shall be an agent of such limited partnership upon whom any such process, notice or demand may be served.   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 such limited partnership is, for the purpose of such workers' compensation, self-insured or a part of a self-insurance pool as provided in title 50, chapter 6, part 4, such limited partnership shall, for workers' compensation actions only, be required to appoint the commissioner of commerce and insurance and his 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 § 56-2-103.   This section does not prescribe the only means, or necessarily the required means, of serving a limited partnership.
TN Code § 61-2-107 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 1 - General Provisions|§ 61-2-107. Business Permitted

 A limited partnership may carry on any business that a partnership without limited partners may carry on, unless otherwise prohibited by law.
TN Code § 61-2-108 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 1 - General Provisions|§ 61-2-108. Rights and Obligations of Partner

 Except as provided in the partnership agreement, a partner may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume one (1) or more specific obligations of, provide collateral for, and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
TN Code § 61-2-201 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 2 - Certificate of Limited Partnership|§ 61-2-201. Execution and Filing of Certificate of Limited Partnership

  In order to form a limited partnership, one (1) or more persons, but not less than all of the general partners, must execute a certificate of limited partnership. A certificate of limited partnership must be filed with the secretary of state, in the manner and form prescribed by the secretary of state, and set forth:  The name of the limited partnership;   The street address and zip code of the limited partnership's initial registered office, the county in which the office is located, and the name of its initial registered agent at that office as required to be maintained by § 61-2-104;   The street address and zip code of the principal office of the limited partnership, 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 the business, residence, or mailing address of each general partner;   Any other matters not inconsistent with the partnership agreement that the partners determined to include; and   Any additional information required by the secretary of state.     The partnership agreement shall not be filed.   A limited partnership is formed at the time of the filing of the initial certificate of limited partnership with the secretary of state or at any later date or time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section. A limited partnership shall have a term of fifty (50) years unless the certificate of limited partnership provides otherwise.
TN Code § 61-2-202 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 2 - Certificate of Limited Partnership|§ 61-2-202. Amendment Generally

  A certificate of limited partnership is amended by filing a certificate of amendment thereto with the secretary of state. A certificate of amendment shall set forth:  The name of the limited partnership; and   The amendment to the certificate.     A general partner who becomes aware that any statement in a certificate of limited partnership was false when made, or that any matter described in a certificate of limited partnership has changed, making the certificate false in any material respect, shall promptly amend the certificate.   Notwithstanding the requirements of subsection (b), no later than sixty (60) days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed by a general partner:  The admission of a new general partner;   The withdrawal of a general partner; or   A change in the name of the limited partnership or a change in the address of the limited partnership's principal office.     A change in the address of the registered office or a change in the name of the registered agent of the limited partnership can be made by filing a certificate of amendment pursuant to this section or by filing a statement of change pursuant to § 61-2-104(b) and (c). The change must be filed no later than sixty (60) days after the registered office or registered agent changes.   A certificate of limited partnership may be amended at any time for any other proper purpose that the general partners may determine.   Unless otherwise provided in this chapter or in the certificate of amendment, a certificate of amendment shall be effective at the time of its filing with the secretary of state.   If, after the dissolution of a limited partnership, but prior to the filing of a certificate of cancellation as provided in § 61-2-203:  A certificate of limited partnership has been amended to reflect the withdrawal of all general partners of a limited partnership, the certificate of limited partnership shall be amended to set forth the name and the business, residence or mailing address of each person winding up the limited partnership's affairs, each of whom shall execute and file such certificate of amendment, and each of whom shall not be subject to liability as a general partner by reason of such amendment; or   A person shown on a certificate of limited partnership as a general partner is not winding up the limited partnership's affairs, the certificate of limited partnership shall be amended to add the name and the business, residence or mailing address of each person winding up the limited partnership's affairs, each of whom shall execute and file such certificate of amendment, and each of whom shall not be subject to liability as a general partner by reason of such amendment.
TN Code § 61-2-203 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 2 - Certificate of Limited Partnership|§ 61-2-203. Cancellation Generally — Continuation of Limited Partnership After Cancellation of Certificate

  A certificate of limited partnership shall be cancelled upon the dissolution and the completion of winding up of the limited partnership or at any other time there are no limited partners.   A certificate of cancellation shall be filed with the secretary of state and set forth:  The name of the limited partnership;   The date of filing of its certificate of limited partnership;   The reason for filing the certificate of cancellation;   The future effective date or time (which shall be a date or time certain) of cancellation if it is not to be effective upon the filing of the certificate; and   Any other information which the person filing the certificate of cancellation determines necessary to include.     The secretary of state shall file the certificate of cancellation if the secretary of state finds that the certificate of cancellation:  Complies with subsection (b); and   Is accompanied by a tax clearance for termination or withdrawal relative to such limited partnership; provided, however, that a confirmation of good standing shall be required in lieu of the tax clearance for termination or withdrawal if the limited partnership indicates in the certificate of cancellation that the limited partnership is converting to another entity type.
TN Code § 61-2-204 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 2 - Certificate of Limited Partnership|§ 61-2-204. Execution Generally

  Each certificate required by this part to be filed with the secretary of state shall be executed in the following manner:  An initial certificate of limited partnership must be signed by all general partners;   A certificate of amendment must be signed by at least one (1) general partner and by each other general partner designated in the certificate of amendment as a new general partner, but if the certificate of amendment reflects the withdrawal of a general partner as a general partner, it need not be signed by that former general partner;   A certificate of cancellation must be signed by all general partners or, if the general partners are not winding up the limited partnership's affairs, then by all liquidating trustees; provided, however, that if the limited partners are winding up the limited partnership's affairs, a certificate of cancellation need be signed only by a majority of the limited partners;   If a domestic limited partnership is filing a certificate of merger, the certificate of merger must be signed by at least one (1) general partner of the domestic limited partnership, or if the certificate of merger is being filed by an other business entity (as defined in § 61-2-211(a)), the certificate of merger must be signed by a person authorized by such other business entity; and   All other certificates must be signed by at least one (1) general partner.     Unless otherwise provided in the partnership agreement, any person may sign any certificate or amendment thereof or enter into a partnership agreement or amendment thereof by an agent, including an attorney-in-fact. An authorization, including a power of attorney, to sign any certificate or amendment thereof or to enter into a partnership agreement or amendment thereof must be in writing, but need not be sworn to, verified or acknowledged, and need not be filed in the office of the secretary of state, but if in writing, must be retained by a general partner.   The execution of a certificate by a general partner constitutes an oath or affirmation, under the penalties of perjury, that, to the best of the general partner's knowledge and belief, the facts stated therein are true.
TN Code § 61-2-205 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 2 - Certificate of Limited Partnership|§ 61-2-205. Execution, Amendment, or Cancellation by Court Order

  If a person required by § 61-2-204 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition a court of record to direct the execution of the certificate. If the court finds that the execution of the certificate is proper and that any person so designated has failed or refused to execute the certificate, it shall order the secretary of state to record an appropriate certificate.   If a person required to execute a partnership agreement, amendment or cancellation thereof fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the court of record to direct the execution of the partnership agreement, amendment or cancellation thereof. If the court finds that the partnership agreement, amendment or cancellation thereof should be executed and that any person so designated has failed or refused to do so, it shall enter an order granting appropriate relief.
TN Code § 61-2-206 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 2 - Certificate of Limited Partnership|§ 61-2-206. Filing — Recording — Fee

  The original signed copy of the certificate of limited partnership and of any certificate of amendment or cancellation (or of any judicial decree of amendment or cancellation) and of any certificate of merger or consolidation and of any restated certificate shall be filed with the secretary of state in accordance with part 11 of this chapter.   Each certificate required by this part to be filed with the secretary of state shall also be recorded in the office of the register of deeds in the county in which the limited partnership is to have its principal office if such principal office is in Tennessee; provided, however, that when such certificate is filed by the secretary of state, the matters covered by such certificate shall be effective as stated therein, and a copy of such certificate certified by the secretary of state shall be conclusive evidence of the matters covered therein. The register of deeds may charge five dollars ($5.00) plus fifty cents (50¢) per page in excess of five (5) pages for such filing.
TN Code § 61-2-207 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 2 - Certificate of Limited Partnership|§ 61-2-207. Liability for False Statement

  If any certificate of limited partnership or certificate of amendment or cancellation contains a materially false statement, one who suffers loss by reasonable reliance on the statement may recover damages for the loss from:  Any general partner who executes the certificate and knew or should have known the statement to be false in any material respect at the time the certificate was executed; and   Any general partner who thereafter knows that any arrangement or other fact described in the certificate is false in any material respect or has changed, making the statement false in any material respect, if that general partner had sufficient time to amend or cancel the certificate, or to file a petition for its amendment or cancellation, before the statement was reasonably relied upon.     No general partner shall have any liability for failing to cause the amendment or cancellation of a certificate to be filed or failing to file a petition for its amendment or cancellation pursuant to subsection (a) if the certificate of amendment, certificate of cancellation or petition is filed within ninety (90) days of when that general partner knew or should have known that the statement in the certificate was false in any material respect.
TN Code § 61-2-208 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 2 - Certificate of Limited Partnership|§ 61-2-208. Notice

 The fact that a certificate of limited partnership is on file with the secretary of state is notice that the partnership is a limited partnership and is notice of all other facts set forth therein which are required to be set forth in a certificate of limited partnership by § 61-2-201(a)(1)-(4) and by § 61-2-202(g).
TN Code § 61-2-209 (2021)
2021 Tennessee Code|Title 61 - Partnerships|Chapter 2 - Revised Uniform Limited Partnership Act|Part 2 - Certificate of Limited Partnership|§ 61-2-209. Delivery to Partners

 Upon the return by the secretary of state pursuant to § 61-2-1106 of a certificate marked “Filed,” the general partners shall promptly deliver or mail a copy of the certificate to each limited partner, if the partnership agreement so requires.