reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 6 - DISTRIBUTIONS AND WITHDRAWAL (§§ 61-2-601 — 61-2-609) › Section 61-2-609 - Classes and voting

(a)
A partnership agreement may provide for classes or groups of partners, both general and limited, having such relative rights, powers and duties as the partnership agreement may provide, and may make provisions for the future creation in the manner provided in the partnership agreement of additional classes or groups of partners having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of partners.
(b)
Subject to §
61-2-302
, the partnership agreement may grant to all or certain identified partners, both general and limited, or a specified class or group of the partners the right to vote separately or with all or any class or group of the partners, on any matter. Voting by limited partners may be on a per capita, number, financial interest, class, group or any other basis.
(c)
A partnership agreement which grants a right to vote may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any partner, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote. If provided in the partnership agreement, the general partners may make a recommendation on any proper proposal and require response within a specified time, but not less than thirty (30) days, and provide that failure to respond within the specified time shall constitute a vote which is consistent with the general partners' recommendation with respect to the proposal. A partnership agreement may provide for the taking of an action, including the amendment of the partnership agreement, without the vote or approval of any particular general or limited partner or class or group of general or limited partners, including the creation under the provisions of the partnership agreement of a class or group of partnership interests that was not previously outstanding.
(d)
Any right or power, including voting rights, granted to limited partners as permitted under §
61-2-302
shall be deemed to be permitted by this section.
Acts 1988, ch. 922, § 1; T.C.A., §
61-2-610
; Acts 1989, ch. 270, §§ 57-59.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 7 - PARTNERSHIP INTERESTS (§§ 61-2-701 — 61-2-705) › Section 61-2-701 - Nature

A partnership interest is personal property. A partner has no interest in specific limited partnership property.
Acts 1988, ch. 922, § 1.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 7 - PARTNERSHIP INTERESTS (§§ 61-2-701 — 61-2-705) › Section 61-2-702 - Assignment

(a)
Unless otherwise provided in the partnership agreement:
(1)
A partnership interest is assignable in whole or in part;
(2)
An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights or powers of a partner;
(3)
An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled; and
(4)
A partner ceases to be a partner and to have the power to exercise any rights or powers of a partner upon assignment of all of his partnership interest.
(b)
The partnership agreement may provide that a partner's interest in a limited partnership may be evidenced by a certificate of partnership interest issued by the limited partnership and may also provide for the assignment or transfer of any partnership interest represented by such a certificate and make other provisions with respect to such certificates.
(c)
Unless otherwise provided in a partnership agreement and except to the extent assumed by agreement, until an assignee of a partnership interest becomes a partner, the assignee shall have no liability as a partner solely as a result of the assignment.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 60.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 7 - PARTNERSHIP INTERESTS (§§ 61-2-701 — 61-2-705) › Section 61-2-703 - Rights of judgment creditor

On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest.
Acts 1988, ch. 922, § 1.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 7 - PARTNERSHIP INTERESTS (§§ 61-2-701 — 61-2-705) › Section 61-2-704 - Rights of assignee - Liabilities

(a)
An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:
(1)
The partnership agreement so provides; or
(2)
All partners consent.
(b)
An assignee who has become a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of his assignor under the partnership agreement and this chapter. Notwithstanding the foregoing, unless otherwise provided in the partnership agreement, an assignee who becomes a limited partner is liable for the obligations of his assignor to make contributions as provided in §
61-2-502
, but shall not be liable for the obligations of his assignor under part 6 of this chapter. However, the assignee is not obligated for liabilities, including the obligations of his assignor to make contributions as provided in §
61-2-502
, unknown to the assignee at the time he became a limited partner and the possibility of which could not be ascertained from the partnership agreement.
(c)
Whether or not an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under parts 5 and 6 of this chapter.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 61, 62.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 7 - PARTNERSHIP INTERESTS (§§ 61-2-701 — 61-2-705) › Section 61-2-705 - Deceased or incompetent partners

If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, guardian, conservator or other legal representative may exercise all of the partner's rights for the purpose of settling his estate or administering his property, including any power under the partnership agreement of an assignee to become a limited partner. The estate of a deceased limited partner shall be liable for all his liabilities as a limited partner. If a partner is a corporation, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.
Acts 1988, ch. 922, § 1.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 8 - DISSOLUTION (§§ 61-2-801 — 61-2-806) › Section 61-2-801 - When required - Exception

(a)
A limited partnership is dissolved and its affairs shall be wound up upon the first to occur of the following:
(1)
At the time or upon the happening of events specified in the partnership agreement;
(2)
Written consent of all partners;
(3)
In the event of withdrawal of a general partner, unless at the time there is at least one (1) other general partner and the partnership agreement permits the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within ninety (90) days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment, effective as of the date of withdrawal, of one (1) or more additional general partners if necessary or desired; or
(4)
Entry of a decree of judicial dissolution under §
61-2-802
.
(b)
Upon dissolution of the limited partnership, a certificate of cancellation must be filed pursuant to §
61-2-203
.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 63, 64.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 8 - DISSOLUTION (§§ 61-2-801 — 61-2-806) › Section 61-2-802 - Judicial dissolution

On application by or for a partner, the court of record may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.
Acts 1988, ch. 922, § 1.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 8 - DISSOLUTION (§§ 61-2-801 — 61-2-806) › Section 61-2-803 - Winding up

(a)
Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners or a person approved by the limited partners or, if there is more than one (1) class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate, may wind up the limited partnership's affairs, but the court of record, upon cause shown, may wind up the limited partnership's affairs upon application of any partner, his legal representative or assignee, and in connection therewith, may appoint a liquidating trustee.
(b)
Upon dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in §
61-2-203
, the persons winding up the limited partnership's affairs may, in the name of and for and on behalf of the limited partnership, prosecute and defend suits, whether civil, criminal or administrative, settle in a reasonable manner and close the limited partnership's business, dispose of and convey the limited partnership's property, discharge or make reasonable provision for the limited partnership's liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners and without imposing the liability of a general partner or a liquidating trustee.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 65, 66.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 8 - DISSOLUTION (§§ 61-2-801 — 61-2-806) › Section 61-2-804 - Distribution of assets

(a)
Upon the winding up of a limited partnership, the assets shall be distributed as follows:
(1)
To creditors, including partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited partnership (whether by payment or the making of reasonable provisions for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to partners under §
61-2-601
or §
61-2-604
;
(2)
Unless otherwise provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under §
61-2-601
or §
61-2-604
; and
(3)
Unless otherwise provided in the partnership agreement, to partners first for the return of their contributions, and second respecting their partnership interests, in the proportions in which the partners share in distributions.
(b)
A limited partnership which has dissolved shall pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional or unmatured claims and obligations, known to the limited partnership and all claims and obligations which are known to the limited partnership but for which the identity of the claimant is unknown. If there are sufficient assets, such claims and obligations shall be paid in full and any such provision for payment made shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Unless otherwise provided in a partnership agreement, any remaining assets shall be distributed as provided in this chapter. Any liquidating trustee winding up a limited partnership's affairs who has complied with this section shall not be personally liable to the claimants of the dissolved limited partnership by reason of such person's actions in winding up the limited partnership.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 67-69.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 8 - DISSOLUTION (§§ 61-2-801 — 61-2-806) › Section 61-2-805 - Known claims against dissolved limited partnership - Notice of dissolution

(a)
A dissolved limited partnership may dispose of the known claims against it by following the procedure described in this section.
(b)
The dissolved limited partnership shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:
(1)
Describe information that must be included in a claim;
(2)
State whether the claim is admitted, or not admitted, and if admitted:
(A)
The amount that is admitted, which may be as of a given date; and
(B)
Any interest obligation if fixed by an instrument of indebtedness;
(3)
Provide a mailing address where a claim may be sent;
(4)
State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved limited partnership must receive the claim; and
(5)
State that, except to the extent that any claim is admitted, the claim will be barred if written notice of the claim is not received by the deadline.
(c)
A claim against the dissolved limited partnership is barred to the extent that it is not admitted:
(1)
If the dissolved limited partnership delivered written notice to the claimant in accordance with subsection (b) and the claimant does not deliver a written notice of the claim to the dissolved limited partnership by the deadline; or
(2)
If the dissolved limited partnership delivered written notice to the claimant that his claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice.
(d)
For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
(e)
For purposes of this section, written notice, if in a comprehensible form, is effective at the earliest of the following:
(1)
When received;
(2)
Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon;
(3)
On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or
(4)
Twenty (20) days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed.
Acts 1989, ch. 270, § 70.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 8 - DISSOLUTION (§§ 61-2-801 — 61-2-806) › Section 61-2-806 - Unknown claims against dissolved limited partnership - Notice - Limitations

(a)
A dissolved limited partnership may also publish notice of its dissolution and request that persons with claims against the limited partnership present them in accordance with the notice.
(b)
The notice must:
(1)
Be published one (1) time in a newspaper of general circulation in the county where the dissolved limited partnership's principal office (or, if none in this state, its registered office) is or was last located;
(2)
Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(3)
State that a claim against the limited partnership will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice.
(c)
If the dissolved limited partnership publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited partnership within two (2) years after the publication date of the newspaper notice:
(1)
A claimant who did not receive written notice under §
61-2-805
;
(2)
A claimant whose claim was timely sent to the dissolved limited partnership but not acted on;
(3)
A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d)
A claim may be enforced under this section:
(1)
Against the dissolved limited partnership, to the extent of its undistributed assets; or
(2)
If the assets have been distributed in liquidation, against a limited partner of the dissolved limited partnership to the extent of his pro rata share of the claim or the limited partnership assets distributed to him in liquidation, whichever is less, but a limited partner's total liability for all claims under this section may not exceed the total amount of assets distributed to him.
Acts 1989, ch. 270, § 71.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 9 - FOREIGN LIMITED PARTNERSHIPS (§§ 61-2-901 — 61-2-910) › Section 61-2-901 - Law governing

(a)
Subject to the Constitution of Tennessee:
(1)
The laws of the jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; and
(2)
A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state.
(b)
A foreign limited partnership shall be subject to §
61-2-106
.
Acts 1988, ch. 922, § 1.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 9 - FOREIGN LIMITED PARTNERSHIPS (§§ 61-2-901 — 61-2-910) › Section 61-2-902 - Registration required - Application

(a)
Before doing business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state:
(1)
An original copy executed by a general partner of an application for registration as a foreign limited partnership, setting forth:
(A)
The name of the foreign limited partnership and, if different, the name under which it proposes to register and do business in this state;
(B)
The jurisdiction where organized, the date of its 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 its organization;
(C)
The nature of the business or purposes to be conducted or promoted in this state;
(D)
The street address and zip code of its registered office in this state, the county in which that office is located, and the name of its registered agent at that office;
(E)
The street address, including the zip code, 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);
(F)
The name and business, residence or mailing address and zip code of each of the general partners; and
(G)
The date on which the foreign limited partnership first did, or intends to do, business in this state;
(2)
The foreign limited partnership shall deliver 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 shall not bear a date of more than two (2) months prior to the date the application is filed in this state; and
(3)
A fee as set forth in §
61-2-1207(a)(5)
.
(b)
A partnership (general or limited) or corporation formed or organized under the laws of any foreign jurisdiction or the laws of any state other than this state shall not be deemed to be doing business in Tennessee solely by reason of its being a partner in a domestic or registered foreign limited partnership.
(c)
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 shall require the foreign limited partnership to submit a confirmation of good standing relative to such foreign limited partnership.
Amended by 2014 Tenn. Acts, ch. 783, s 23, eff. 7/1/2014.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 72, 73; 1991, ch. 189, § 1; 2010 , ch. 741, § 54.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 9 - FOREIGN LIMITED PARTNERSHIPS (§§ 61-2-901 — 61-2-910) › Section 61-2-903 - Filing of application

If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, he shall file the application in accordance with part 11 of this chapter.
Acts 1988, ch. 922, § 1.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 9 - FOREIGN LIMITED PARTNERSHIPS (§§ 61-2-901 — 61-2-910) › Section 61-2-905 - Amended registration

(a)
If any statement required by §
61-2-902
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 shall 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 §
61-2-904(e)
. An application for an amended registration need not also be filed. Nothing in this chapter shall be construed as requiring an amended registration if the only change in the certificate of foreign limited partnership is related to the admission or substitution of limited partners.
(b)
The requirements of §
61-2-902
for obtaining an original registration of a foreign limited partnership apply to obtaining an amended registration under this section.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 75.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 9 - FOREIGN LIMITED PARTNERSHIPS (§§ 61-2-901 — 61-2-910) › Section 61-2-906 - Cancellation of registration

(a)
A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation of registration executed by a general partner, which shall set forth:
(1)
The name of the foreign limited partnership, and, if different, the name under which it is registered to do business in Tennessee;
(2)
The name of the state or country under whose law it was organized;
(3)
That it is not transacting business in this state and that it surrenders its registration to transact business in this state;
(4)
That it either continues its registered agent in this state or revokes the authority of the registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
(5)
A mailing address to which the secretary of state may mail a copy of any process served on him under subdivision (a)(4); and
(6)
A commitment to notify the secretary of state in the future of any change in mailing address.
(b)
The secretary of state shall file the certificate of cancellation of registration if the secretary of state finds that the certificate of cancellation of registration:
(1)
Complies with subsection (a); and
(2)
Is accompanied by a tax clearance for termination or withdrawal relative to such foreign limited partnership.
(c)
When the certificate of cancellation of registration has been filed in accordance with subsection (b), the cancellation of the certificate of registration of the foreign limited partnership is effective. After cancellation of the registration of the foreign limited partnership is effective, service of process on the secretary of state or the continued registered agent under this section is service on the foreign limited partnership. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign limited partnership at the mailing address set forth under subdivision (a)(5).
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 76; 2009, ch. 354, §§ 3, 4; 2010, ch. 741, § 55.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 9 - FOREIGN LIMITED PARTNERSHIPS (§§ 61-2-901 — 61-2-910) › Section 61-2-907 - Doing business without registration - Penalty

(a)
A foreign limited partnership doing business in this state may not maintain any action, suit or proceeding in this state until it has registered in this state and has paid to this state all fees for the years or parts thereof during which it did business in this state without having registered.
(b)
The failure of a foreign limited partnership to register in this state does not impair:
(1)
The validity of any contract or act of the foreign limited partnership;
(2)
The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or
(3)
The foreign limited partnership from defending any action, suit or proceeding in any court of this state.
(c)
A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the limited partnership having done business in this state without registration.
(d)
Any foreign limited partnership doing business in this state without first having registered shall be fined and shall pay to the secretary of state two hundred dollars ($200) for each year or part thereof during which the foreign limited partnership failed to register in this state.
Acts 1988, ch. 922, § 1.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 9 - FOREIGN LIMITED PARTNERSHIPS (§§ 61-2-901 — 61-2-910) › Section 61-2-908 - Enjoined from doing business

The court of record shall have jurisdiction to enjoin any foreign limited partnership, or any agent thereof, from doing any business in this state if such foreign limited partnership has failed to register under this part or if such foreign limited partnership has secured a certificate from the secretary of state under §
61-2-903
on the basis of false or misleading representations. The attorney general shall, upon his own motion or upon the relation of proper parties, proceed for this purpose by complaint in any county in which such foreign limited partnership is doing or has done business.
Acts 1988, ch. 922, § 1.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 9 - FOREIGN LIMITED PARTNERSHIPS (§§ 61-2-901 — 61-2-910) › Section 61-2-909 - Other provisions applicable

Sections
61-2-204(c)
and
61-2-207
shall be applicable to foreign limited partnerships as if they were domestic limited partnerships.
Acts 1988, ch. 922, § 1.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 9 - FOREIGN LIMITED PARTNERSHIPS (§§ 61-2-901 — 61-2-910) › Section 61-2-910 - Service of process

(a)
The registered agent of a foreign limited partnership authorized to transact business in this state is the limited partnership's agent for service of process, notice or demand required or permitted by law to be served on the foreign limited partnership.
(b)
Service on a limited partnership when the secretary of state is its agent for service of process may be obtained pursuant to §
61-2-106
.
(c)
This section does not prescribe the only means, or necessarily the required means, for serving a foreign limited partnership.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 77.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 10 - DERIVATIVE ACTIONS (§§ 61-2-1001 — 61-2-1004) › Section 61-2-1001 - Right to bring action

A limited partner may bring an action in the court of record in the right of a limited partnership to recover judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
Acts 1988, ch. 922, § 1.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 10 - DERIVATIVE ACTIONS (§§ 61-2-1001 — 61-2-1004) › Section 61-2-1002 - Proper plaintiff

In a derivative action the plaintiff must be a partner at the time of bringing the action and:
(1)
At the time of the transaction of which he complains; or
(2)
His status as a partner had devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.
Acts 1988, ch. 922, § 1.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 10 - DERIVATIVE ACTIONS (§§ 61-2-1001 — 61-2-1004) › Section 61-2-1003 - Complaint

In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.
Acts 1988, ch. 922, § 1.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 10 - DERIVATIVE ACTIONS (§§ 61-2-1001 — 61-2-1004) › Section 61-2-1004 - Award of expenses

If a derivative action is successful in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees. If anything is so received by the plaintiff, the court shall make such award of plaintiff's expenses payable out of those proceeds and direct plaintiff to remit to the limited partnership the remainder thereof, and if those proceeds are insufficient to reimburse plaintiff's reasonable expenses, the court may direct that any such award of plaintiff's expenses or portion thereof be paid by the limited partnership.
Acts 1988, ch. 922, § 1.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 11 - FILING WITH SECRETARY OF STATE (§§ 61-2-1101 — 61-2-1108) › Section 61-2-1101 - Requirements generally

(a)
The form and filing of a document must satisfy the requirements of this section, and of all other applicable sections or rules that add to these requirements, to be entitled to filing by the secretary of state.
(b)
Parts 1, 2, and 9 of this chapter must require or permit filing the documents with the secretary of state.
(c)
The document must contain the information required by parts 1, 2, and 9 of this chapter and any information required by rules promulgated by the secretary of state. The document may contain other information as well.
(d)
The document must be capable of being printed in ink in a clear and legible fashion on one (1) side of letter size paper.
(e)
The document must be in the English language. A limited partnership's name need not be in English if written in English letters, or Arabic or Roman numerals.
(f)
The person executing the document must sign it and state beneath or opposite the person's signature the person's name and the capacity in which the person signs.
(g)
The document must be delivered to the office of the secretary of state for filing and must be accompanied by the correct filing fee, and any corporate tax, license fee, interest, or penalty required by part 12 of this chapter.
(h)
The secretary of state may promulgate appropriate rules establishing acceptable methods for execution of any document to be filed with the secretary of state.
(i)
All documents submitted to the secretary of state for filing shall contain a statement that makes it clear that the documents are being filed pursuant to this chapter.
Amended by 2020 Tenn. Acts, ch. 719, s 28, eff. 6/22/2020.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 78; 2011 , ch. 99, § 29.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 11 - FILING WITH SECRETARY OF STATE (§§ 61-2-1101 — 61-2-1108) › Section 61-2-1102 - Forms

The secretary of state may prescribe, and shall furnish upon request, forms for documents required or permitted to be filed by all chapters of this title. If the secretary of state has prescribed a mandatory form for the document, then the document must be in or on the prescribed form or a conformed copy thereof.
Amended by 2020 Tenn. Acts, ch. 719, s 29, eff. 6/22/2020.
Acts 1988, ch. 922, § 1.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 11 - FILING WITH SECRETARY OF STATE (§§ 61-2-1101 — 61-2-1108) › Section 61-2-1103 - Filing, service, and copying fees

(a)
The secretary of state shall collect the fees set forth in §
61-2-1207(a)
when the documents described in that section are delivered to the secretary of state for filing.
(b)
The secretary of state shall collect a fee of ten dollars ($10.00), for each party at each address, each time process is served on the secretary of state under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.
(c)
The secretary of state shall collect a fee of ten dollars ($10.00) for copying all filed documents relating to a domestic or foreign limited partnership. All such copies will be certified or validated by the secretary of state.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 78, 79; 2011, ch. 99, § 22.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 11 - FILING WITH SECRETARY OF STATE (§§ 61-2-1101 — 61-2-1108) › Section 61-2-1104 - Effective time and date - Delays - Registered agent and office

(a)
Except as provided in subsection (b) and §
61-2-1105
, a document accepted for filing is effective:
(1)
At the time of filing on the date it is filed by the secretary of state, as evidenced by the secretary of state's date and time endorsement on the original document; and
(2)
At the time specified in the document as its effective time on the date it is filed.
(b)
A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed by the secretary of state. Notwithstanding the foregoing, an application for a reserved name, a notice of transfer or cancellation of a reserved name and certificate of correction, may not specify a delayed effective date and time.
(c)
The secretary of state shall not file any certificate of limited partnership or an application for registration, unless the document designates the registered agent and registered office of such domestic or foreign limited partnership in accordance with parts 1 and 9 of this chapter. The secretary of state shall not file any other document under parts 1, 2 and 9 of this chapter if, at the time of filing, the domestic or foreign limited partnership does not have a registered agent or registered office designated at such time, unless at the time such document is received for filing the secretary of state also receives for filing a statement designating such registered agent or registered office or both.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 80.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 11 - FILING WITH SECRETARY OF STATE (§§ 61-2-1101 — 61-2-1108) › Section 61-2-1105 - Corrections - When effective

(a)
A domestic or foreign limited partnership may correct a document filed by the secretary of state if the document:
(1)
Contains an incorrect statement; or
(2)
Was defectively executed, attested, sealed, verified or acknowledged.
(b)
A document is corrected:
(1)
By preparing a certificate of correction that:
(A)
Describes the document (including its filing date) or attaches a copy of it to the certificate;
(B)
Specifies the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and
(C)
Corrects the incorrect statement or defective execution; and
(2)
By delivering the certificate to the secretary of state for filing.
(c)
Certificates of correction are effective on the effective time and date of the document they correct except as to persons relying on those uncorrected documents and adversely affected by the correction. As to those persons, certificates of correction are effective when filed.
Acts 1988, ch. 922, § 1.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 11 - FILING WITH SECRETARY OF STATE (§§ 61-2-1101 — 61-2-1108) › Section 61-2-1106 - Filing procedure - Refusal - Effect

(a)
If a document delivered to the office of the secretary of state for filing satisfies the requirements of §
61-2-1101
, the secretary of state shall file it.
(b)
The secretary of state files a document by stamping or otherwise endorsing "Filed," together with his name and official title and the date and time of receipt, on such document. After filing a document, the secretary of state shall deliver the document, with the filing fee receipt (or acknowledgement of receipt if no fee is required) attached, to the domestic or foreign limited partnership or its representative in due course. A domestic or foreign limited partnership or its representative may present to the secretary of state an exact or conformed copy of the document presented for filing, together with such document, and, in that event, the secretary of state shall stamp or otherwise endorse the exact or conformed copy filed, together with his name and official title and the date and time of receipt, and immediately return the exact or conformed copy to the party filing the original of such document.
(c)
If the secretary of state refuses to file a document, he shall return it to the domestic or foreign limited partnership or its representative within a reasonable time after the document was received for filing, together with a brief, written explanation of the reason for his refusal.
(d)
The secretary of state's duty to file documents under this section is ministerial. His filing or refusing to file a document does not:
(1)
Affect the validity or invalidity of the document in whole or in part;
(2)
Relate to the correctness or incorrectness of information contained in the document;
(3)
Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect; or
(4)
Establish that a document purporting to be an exact or conformed copy pursuant to subsection (b) is an exact or conformed copy.
(e)
Any limited partnership document that meets the requirements of parts 1, 2, and 9 of this chapter for filing and recording, and all applicable rules, must be received, filed, and recorded by the appropriate office, notwithstanding any contrary requirements found in any other laws of this state.
Amended by 2020 Tenn. Acts, ch. 719, s 30, eff. 6/22/2020.
Acts 1988, ch. 922, § 1.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 11 - FILING WITH SECRETARY OF STATE (§§ 61-2-1101 — 61-2-1108) › Section 61-2-1107 - Appeal of refusal to file document

(a)
If the secretary of state refuses to file a document delivered to his office for filing, the domestic or foreign limited partnership may appeal the refusal to the chancery court of Davidson County. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state's explanation of his refusal to file.
(b)
The court may summarily order the secretary of state to file the document or take other action the court considers appropriate.
(c)
The court's final decision may be appealed as in other civil proceedings.
(d)
Any judicial review of the secretary of state's refusal to file a document shall be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
Acts 1988, ch. 922, § 1.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 11 - FILING WITH SECRETARY OF STATE (§§ 61-2-1101 — 61-2-1108) › Section 61-2-1108 - Copy as evidence

A certificate attached or certification affixed to a copy of a document filed by the secretary of state, bearing his signature (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state.
Acts 1988, ch. 922, § 1.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 12 - MISCELLANEOUS (§§ 61-2-1201 — 61-2-1209) › Section 61-2-1201 - Construction

(a)
This chapter shall be so applied and construed as to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
(b)
The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
Acts 1988, ch. 922, § 1.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 12 - MISCELLANEOUS (§§ 61-2-1201 — 61-2-1209) › Section 61-2-1202 - Short title

This chapter shall be known and may be cited as the "Tennessee Uniform Limited Partnership Act of 1988."
Amended by 2017 Tenn. Acts, ch. 440,s 3, eff. 1/1/2018.
Acts 1988, ch. 922, § 1.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 12 - MISCELLANEOUS (§§ 61-2-1201 — 61-2-1209) › Section 61-2-1203 - Severability

If any provision of this chapter or its application to any person or circumstances 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.
Acts 1988, ch. 922, § 1.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 12 - MISCELLANEOUS (§§ 61-2-1201 — 61-2-1209) › Section 61-2-1204 - Effective date and extended effective date

(a)
All limited partnerships formed on or after January 1, 1989, the "effective date" shall be governed by this chapter.
(b)
Except as provided in subsections (e) and (f), all limited partnerships formed on or after January 1, 1988, and prior to January 1, 1989, under chapter 2 of this title as hereby repealed, shall continue to be governed by that chapter until July 1, 1989, the "extended effective date," at which time such limited partnerships shall be governed by this chapter.
(c)
Except as provided in subsection (e), a limited partnership formed prior to January 1, 1988, shall continue to be governed by chapter 2 of this title in effect prior to the adoption of chapter 2 of this title as hereby repealed, except that such limited partnership shall not have its term extended except under this chapter.
(d)
Except as provided in subsection (e), part 9 of this chapter, relative to foreign limited partnerships, is not effective until July 1, 1989.
(e)
Any limited partnership formed prior to January 1, 1989 and any foreign limited partnership may elect to be governed by this chapter before July 1, 1989 by filing with the register of deeds prior to January 1, 1989 and with the secretary of state on and after January 1, 1989 a certificate of limited partnership, or an application for registration as a foreign limited partnership which complies with this chapter or a certificate of amendment which would cause its certificate of limited partnership to comply with this chapter and which specifically states that it is electing to be so bound and by paying the fee for a certificate of limited partnership specified in §
61-2-1207(a)(8)
. Such certificate may be filed by any general partner without the necessity of obtaining the approval of any limited partner.
(f)
With respect to a limited partnership formed on or after January 1, 1988 and prior to January 1, 1989:
(1)
On and after July 1, 1989, such limited partnership need not file with the secretary of state a certificate of amendment which would cause its certificate of limited partnership to comply with this chapter until the occurrence of an event which, under this chapter, requires the filing of a certificate of amendment;
(2)
Sections
61-2-501
and
61-2-502
, and
61-2-607(b)
shall apply only to contributions and distributions made after January 1, 1989; and
(3)
Section
61-2-704
shall apply only to assignments made after January 1, 1989.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 81-83, 86.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 2 - REVISED UNIFORM LIMITED PARTNERSHIP ACT (§§ 61-2-101 — 61-2-1209) › Part 12 - MISCELLANEOUS (§§ 61-2-1201 — 61-2-1209) › Section 61-2-1205 - Rules of law and equity

In any case not provided for in this chapter, the Tennessee Uniform Partnership Law, compiled in chapter 1 of this title, and the rules of law and equity shall govern.
Acts 1988, ch. 922, § 1.