reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 8 - DISSOLUTION (§§ 61-3-801 — 61-3-815) › Section 61-3-806 - Known claims against dissolved limited partnership

(a)
A dissolved limited partnership may give notice of a known claim under subsection (b), which has the effect provided in subsection (c).
(b)
The dissolved limited partnership shall notify the limited partnership's known claimants in writing of the dissolution at any time after the dissolution's 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, including zip code, 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 is 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 the claimant's 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;
(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.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 8 - DISSOLUTION (§§ 61-3-801 — 61-3-815) › Section 61-3-807 - Other claims against dissolved limited partnership

(a)
A dissolved limited partnership may publish notice of the limited partnership's dissolution and request persons having claims against the partnership to present them in accordance with the notice.
(b)
A notice under subsection (a) must:
(1)
Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited partnership's principal office is located or, if the principal office is not located in this state, in the county in which the office of the partnership's registered agent is or was last located;
(2)
Describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address, including zip code, to which the claim is to be sent;
(3)
State that a claim against the partnership is barred unless an action to enforce the claim is commenced not later than two (2) years after publication of the notice; and
(4)
Unless the partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership also bars any corresponding claim against any general partner or person dissociated as a general partner that is based on §
61-3-404
.
(c)
If a dissolved limited partnership publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the partnership not later than two (2) years after the publication date of the notice:
(1)
A claimant that did not receive notice in a record under §
61-3-806
;
(2)
A claimant whose claim was timely sent to the limited partnership but not acted on; and
(3)
A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.
(d)
A claim not barred under this section or §
61-3-806
may be enforced:
(1)
Against the dissolved limited partnership, to the extent of the limited partnership's undistributed assets;
(2)
Except as otherwise provided in §
61-3-808
, if assets of the limited partnership have been distributed after dissolution, against a partner or transferee to the extent of that person's proportionate share of the claim or of the limited partnership's assets distributed to the partner or transferee after dissolution, whichever is less, but a person's total liability for all claims under this subdivision (d)(2) must not exceed the total amount of assets distributed to the person after dissolution; and
(3)
Against any person liable on the claim under §§
61-3-404
and
61-3-607
.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 8 - DISSOLUTION (§§ 61-3-801 — 61-3-815) › Section 61-3-808 - Court proceedings

(a)
A dissolved limited partnership that has published a notice under §
61-3-807
may file an application with the chancery court in the county where the limited partnership's principal office is located or, if the principal office is not located in this state, where the office of the limited partnership's registered agent is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the limited partnership, or are based on an event occurring after the date of dissolution but which, based on the facts known to the limited partnership, are reasonably expected to arise after the date of dissolution. Security is not required for any claim that is or is reasonably anticipated to be barred under §
61-3-807
.
(b)
Not later than ten (10) days after the filing of an application under subsection (a), the dissolved limited partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the limited partnership.
(c)
In a proceeding brought under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited partnership.
(d)
A dissolved limited partnership that provides security in the amount and form ordered by the court under subsection (a) satisfies the limited partnership's obligations with respect to claims that are contingent, have not been made known to the limited partnership, or are based on an event occurring after the date of dissolution, and such claims must not be enforced against a partner or transferee on account of assets received in liquidation.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 8 - DISSOLUTION (§§ 61-3-801 — 61-3-815) › Section 61-3-809 - Liability of general partner and person dissociated as general partner when claim against limited partnership barred

If a claim against a dissolved limited partnership is barred under §
61-3-806
, §
61-3-807
, or §
61-3-808
, any corresponding claim under §
61-3-404
or §
61-3-607
is also barred.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 8 - DISSOLUTION (§§ 61-3-801 — 61-3-815) › Section 61-3-811 - Administrative dissolution

(a)
The secretary of state may commence a proceeding under subsection (b) to dissolve a limited partnership administratively if:
(1)
The limited partnership fails to pay any fee, tax, interest, or penalty required to be paid to the secretary of state;
(2)
The limited partnership fails to deliver an annual report to the secretary of state not later than two (2) months after the report is due;
(3)
The limited partnership is without a registered agent or registered office in this state for two (2) months or more;
(4)
The limited partnership does not notify the secretary of state within two (2) months that the limited partnership's registered agent or registered office has been changed, that the limited partnership's registered agent has resigned, or that the limited partnership's registered office has been discontinued;
(5)
The limited partnership submits to the secretary of state a check, bank draft, money order, or other such instrument, for payment of any fee and the instrument is dishonored upon presentation for payment;
(6)
A general or limited partner or other representative of a limited partnership signed a document the person knew was false in any material respect, with the intent that the document be filed with the secretary of state; or
(7)
The name of the limited partnership in any document filed under this chapter fails to comply with §
61-3-112
.
(b)
If the secretary of state determines that one (1) or more grounds exist for administratively dissolving a limited partnership, the secretary of state must serve the partnership with notice in a record of the secretary of state's determination. The record may be sent by first class mail.
(c)
If a limited partnership, not later than two (2) months after service of the notice under subsection (b), does not cure or demonstrate to the satisfaction of the secretary of state the nonexistence of each ground determined by the secretary of state, the secretary of state must administratively dissolve the partnership by signing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The secretary of state shall file the statement and serve a copy on the partnership pursuant to §
61-3-119
, except that the statement of administrative dissolution may be sent by first class mail.
(d)
A limited partnership that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up the limited partnership's activities and affairs and liquidate its assets under §§
61-3-802
,
61-3-806
,
61-3-807
,
61-3-808
, and
61-3-810
, or to apply for reinstatement under §
61-3-812
.
(e)
The administrative dissolution of a limited partnership does not terminate the authority of the limited partnership's registered agent.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 8 - DISSOLUTION (§§ 61-3-801 — 61-3-815) › Section 61-3-812 - Reinstatement

(a)
A limited partnership that is administratively dissolved under §
61-3-811
may apply to the secretary of state for reinstatement following the administrative dissolution. The application must:
(1)
Be accompanied by a confirmation of good standing with the department of revenue relative to the limited partnership;
(2)
State the name of the limited partnership at the time of the limited partnership's administrative dissolution;
(3)
State a name for the limited partnership that satisfies §
61-3-112
; and
(4)
State that the grounds for dissolution did not exist or have been eliminated.
(b)
If the secretary of state determines that the application is accompanied by the confirmation of good standing with the department of revenue and contains the information required by subsection (a), and that the information is correct, then the secretary of state must cancel the certificate of dissolution and prepare a certificate of reinstatement that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the limited partnership. Service of the copy may be by first class mail.
(c)
If the limited partnership name in subdivision (a)(2) is different than the limited partnership name in subdivision (a)(3), the application for reinstatement must constitute an amendment to the certificate of limited partnership insofar as it pertains to the limited partnership's name.
(d)
When reinstatement is effective, reinstatement relates back to and takes effect as of the effective date of the administrative dissolution, and the limited partnership resumes carrying on the limited partnership's business as if the administrative dissolution had never occurred.
Amended by 2018 Tenn. Acts, ch. 575,Secs.s10, s11 eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 8 - DISSOLUTION (§§ 61-3-801 — 61-3-815) › Section 61-3-813 - Judicial review of denial of reinstatement

(a)
If the secretary of state denies a limited partnership's application for reinstatement following administrative dissolution, the secretary of state must serve the limited partnership with a notice in a record that explains the reasons for the denial.
(b)
A limited partnership may seek judicial review of a denial of reinstatement in the chancery court of Davidson County not later than thirty (30) days after service of the notice of denial.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 8 - DISSOLUTION (§§ 61-3-801 — 61-3-815) › Section 61-3-814 - Statement of termination following administrative dissolution

(a)
When a limited partnership has been administratively dissolved and wishes to terminate its existence, it may do so without first being reinstated by delivering a statement of termination to the secretary of state for filing following administrative dissolution, stating the name of the limited partnership and that the limited partnership is terminated.
(b)
The secretary of state shall file the statement of termination following administrative dissolution if the secretary of state finds that the statement of termination complies with subsection (a) and the limited partnership is in good standing with the department of revenue.
Added by 2018 Tenn. Acts, ch. 575,s 12, eff. 3/16/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 8 - DISSOLUTION (§§ 61-3-801 — 61-3-815) › Section 61-3-815 - Statement of termination

(a)
When a limited partnership has been dissolved and wishes to terminate its existence, it may do so by delivering a statement of termination to the secretary of state for filing and include the information described in §
61-3-802(b)(1)(B)
and the secretary of state control number.
(b)
The secretary of state shall file the statement of termination if the secretary of state finds that the statement of termination complies with subsection (a) and the limited partnership is in good standing with the department of revenue.
Added by 2018 Tenn. Acts, ch. 575,s 12, eff. 3/16/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 9 - ACTIONS BY PARTNERS (§§ 61-3-901 — 61-3-906) › Section 61-3-901 - Direct action by partner

(a)
Subject to subsection (b), a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the limited partnership's activities and affairs, to enforce the partner's rights and otherwise protect the partner's interests, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.
(b)
A partner maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.
(c)
A right to an accounting on a dissolution and winding up does not revive a claim barred by law.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 9 - ACTIONS BY PARTNERS (§§ 61-3-901 — 61-3-906) › Section 61-3-902 - Derivative action

A partner may maintain a derivative action to enforce a right of a limited partnership if:
(1)
The partner first makes a demand on the general partners, requesting that the general partners cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or
(2)
A demand under subdivision (1) would be futile.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 9 - ACTIONS BY PARTNERS (§§ 61-3-901 — 61-3-906) › Section 61-3-903 - Proper plaintiff

A derivative action to enforce a right of a limited partnership may be maintained only by a person that:
(1)
Is a partner at the time the action is commenced; and
(2)
Either:
(A)
Was a partner when the conduct giving rise to the action occurred; or
(B)
Whose status as a partner devolved on the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 9 - ACTIONS BY PARTNERS (§§ 61-3-901 — 61-3-906) › Section 61-3-904 - Pleading

In a derivative action, the complaint must state with particularity:
(1)
The date and content of plaintiff's demand and the response to the demand by the general partner; or
(2)
Why demand should be excused as futile.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 9 - ACTIONS BY PARTNERS (§§ 61-3-901 — 61-3-906) › Section 61-3-905 - Special litigation committee

(a)
If a limited partnership is named as or made a party in a derivative proceeding, the partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the limited partnership. If the limited partnership appoints a special litigation committee, on motion by the committee made in the name of the limited partnership, except for good cause shown, the court must stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection (a) does not prevent the court from:
(1)
Enforcing a person's right to information under §
61-3-304
or §
61-3-407
; or
(2)
Granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.
(b)
A special litigation committee must be composed of one (1) or more disinterested and independent individuals, who may be partners.
(c)
A special litigation committee may be appointed:
(1)
By a majority of the general partners not named as parties in the proceeding; or
(2)
If all general partners are named as parties in the proceeding, by a majority of the general partners named as defendants.
(d)
After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited partnership that the proceeding:
(1)
Continue under the control of the plaintiff;
(2)
Continue under the control of the committee;
(3)
Be settled on terms approved by the committee; or
(4)
Be dismissed.
(e)
After making a determination under subsection (d), a special litigation committee shall file with the court a statement of the committee's determination and report supporting the committee's determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made the committee's recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court must enforce the committee's determination. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) and allow the action to continue under the control of the plaintiff.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 9 - ACTIONS BY PARTNERS (§§ 61-3-901 — 61-3-906) › Section 61-3-906 - Proceeds and expenses

(a)
Except as otherwise provided in subsection (b):
(1)
Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the plaintiff; and
(2)
If the plaintiff receives any proceeds, the plaintiff must remit the proceeds immediately to the limited partnership.
(b)
If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited partnership.
(c)
A derivative action on behalf of a limited partnership must not be voluntarily dismissed or settled without the court's approval.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 10 - FOREIGN LIMITED PARTNERSHIPS (§§ 61-3-1001 — 61-3-1014) › Section 61-3-1001 - Governing law

(a)
Subject to the Constitution of Tennessee:
(1)
The law of the jurisdiction of formation of a foreign limited partnership governs:
(A)
The organization and internal affairs of the foreign limited partnership;
(B)
The liability of a partner as partner for a debt, obligation, or other liability of the foreign limited partnership; and
(C)
The liability of a series of the foreign limited partnership;
(2)
A foreign limited partnership is not precluded from registering to do business in this state because of any difference between the law of the foreign limited partnership's jurisdiction of formation and the law of this state.
(b)
Registration of a foreign limited partnership to do business in this state does not authorize the foreign partnership to engage in any activities and affairs or exercise any power that a limited partnership may not engage in or exercise in this state.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 10 - FOREIGN LIMITED PARTNERSHIPS (§§ 61-3-1001 — 61-3-1014) › Section 61-3-1002 - Registration to do business in this state

(a)
A foreign limited partnership shall not do business in this state until the foreign limited partnership registers with the secretary of state under this part.
(b)
A foreign limited partnership doing business in this state shall not maintain an action or proceeding in this state unless the foreign limited partnership is registered to do business in this state and has paid to this state all fees for the years or parts thereof during which the foreign limited partnership did business in this state without having registered.
(c)
The failure of a foreign limited partnership to register to do business in this state does not impair the validity of a contract or act of the foreign limited partnership or preclude the foreign limited partnership from defending an action or proceeding in this state.
(d)
A limitation on the liability of a general partner or limited partner of a foreign limited partnership is not waived solely because the foreign limited partnership does business in this state without registering to do business in this state.
(e)
Section
61-3-1001(a) and (b)
applies even if the foreign limited partnership fails to register under this part.
(f)
Any foreign limited partnership doing business in this state without first having registered shall be fined and shall pay to the secretary of state three (3) times the otherwise required filing fees for each year or part thereof during which the foreign limited partnership failed to register in this state.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 10 - FOREIGN LIMITED PARTNERSHIPS (§§ 61-3-1001 — 61-3-1014) › Section 61-3-1003 - Registration

(a)
To register to do business in this state, a foreign limited partnership must 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 the foreign limited partnership proposes to register and do business in this state;
(B)
The jurisdiction where organized, the date of the foreign limited partnership's organization and a statement from a general partner that, as of the date of filing, the foreign limited partnership validly exists as a limited partnership under the laws of the jurisdiction of the foreign limited partnership's organization;
(C)
The street address and zip code of the foreign limited partnership's registered office in this state, and a mailing address such as a post office box if the United States postal service does not deliver to the principal office; the county in which that office is located; and the name of the foreign limited partnership's registered agent at that office;
(D)
The street address, including the zip code, of the foreign limited partnership's principal office, and a mailing address such as a post office box if the United States postal service does not deliver to the principal office;
(E)
The name and business, residence, or mailing address and zip code of each of the general partners;
(F)
The date on which the foreign limited partnership first did, or intends to do, business in this state; and
(G)
Any additional information required by the secretary of state;
(2)
With the completed application, a certificate of existence, or a document of similar import, duly authenticated by the secretary of state or other official having custody of limited partnership records in the jurisdiction under whose law it is formed. The certificate must not bear a date of more than two (2) months prior to the date the application is filed in this state; and
(3)
A fee as set forth in §
61-3-1205
.
(b)
If the secretary of state determines upon registration that a foreign limited partnership has been doing business in this state for a period of one (1) year or more prior to applying for registration, then the secretary of state must not file the registration until the foreign limited partnership submits a letter of good standing from the department of revenue.
Amended by 2020 Tenn. Acts, ch. 719, s 33, eff. 6/22/2020.
Amended by 2018 Tenn. Acts, ch. 575, s 13, eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 10 - FOREIGN LIMITED PARTNERSHIPS (§§ 61-3-1001 — 61-3-1014) › Section 61-3-1004 - Amendment of foreign registration

(a)
If any statement required by §
61-3-1003
in the application for registration of a foreign limited partnership was false when made or any matter described in the application for registration has changed, making the application false, the foreign limited partnership must promptly file with the secretary of state an application for an amended registration of a foreign limited partnership. Notwithstanding the preceding sentence, a change in the foreign limited partnership's registered agent or registered office can be made by filing a statement of change as provided in §
61-3-116
. Nothing in this chapter requires an amended registration if the only change in the certificate of foreign limited partnership is related to the admission or substitution of limited partners.
(b)
The requirements of §
61-3-1003
for obtaining an original registration of a foreign limited partnership apply to obtaining an amended registration under this section.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 10 - FOREIGN LIMITED PARTNERSHIPS (§§ 61-3-1001 — 61-3-1014) › Section 61-3-1005 - Activities not constituting doing business

(a)
Activities of a foreign limited partnership that do not constitute doing business in this state under this part include:
(1)
Maintaining, defending, or settling any proceeding, claim, or dispute;
(2)
Holding meetings of the foreign limited partnership's partners or representatives, or carrying on any other activities concerning the foreign limited partnership's internal affairs;
(3)
Maintaining bank accounts;
(4)
Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited partnership's own securities, or appointing and maintaining trustees or depositories with respect to those securities;
(5)
Selling through independent contractors;
(6)
Soliciting or obtaining orders, whether by mail or through representatives or otherwise, if the orders require acceptance outside of this state before the orders become contracts;
(7)
Creating or acquiring indebtedness, deeds of trust, mortgages, and security interests in real or personal property;
(8)
Securing or collecting debts or enforcing mortgages, deeds of trust, and security interests in property securing the debts;
(9)
Owning, without more, real or personal property. However, for a reasonable time, the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust is also not considered transacting business, if the owner is attempting to liquidate the investment, and if no office or other agency for the office, other than an independent agency, is maintained in this state;
(10)
Conducting an isolated transaction that is completed within one (1) month and that is not a transaction in the course of repeated transactions of a like nature; or
(11)
Transacting business in interstate commerce.
(b)
A person does not do business in this state solely by being a partner of a foreign limited partnership that does business in this state.
(c)
The enumeration of activities in subsections (a) and (b) is not exhaustive, and is applicable solely to determine whether a foreign limited partnership is required to register and for no other purpose. This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under the law of this state other than this chapter.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 10 - FOREIGN LIMITED PARTNERSHIPS (§§ 61-3-1001 — 61-3-1014) › Section 61-3-1006 - Noncomplying name of foreign limited partnership

(a)
A foreign limited partnership whose name does not comply with §
61-3-112
shall not register to do business in this state until the foreign limited partnership adopts, for the purpose of doing business in this state, an alternate name that complies with §
61-3-112
. After registering to do business in this state with an alternate name, a foreign limited partnership shall do business in this state under:
(1)
The alternate name; or
(2)
The foreign limited partnership's name, with the addition of the foreign limited partnership's jurisdiction of formation.
(b)
If a registered foreign limited partnership changes its name to one that does not comply with §
61-3-112
, the foreign limited partnership must not do business in this state until it complies with subsection (a) by amending its registration to adopt an alternate name that complies with §
61-3-112
.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 10 - FOREIGN LIMITED PARTNERSHIPS (§§ 61-3-1001 — 61-3-1014) › Section 61-3-1007 - Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership

A registered foreign limited partnership that converts to a domestic limited liability partnership or to a domestic entity whose formation requires delivery of a record to the secretary of state for filing is deemed to have withdrawn its registration on the effective date of the conversion.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 10 - FOREIGN LIMITED PARTNERSHIPS (§§ 61-3-1001 — 61-3-1014) › Section 61-3-1010 - Reinstatement of foreign limited partnership

(a)
If the registration of a foreign limited partnership is administratively revoked pursuant to §
61-3-1009
, the partnership may apply to the secretary of state for reinstatement following the administrative revocation. The application must:
(1)
[Deleted by 2018 amendment.]
(2)
State the name of the foreign limited partnership at the time of the revocation of the foreign limited partnership's registration;
(3)
State a name for the limited partnership that satisfies §
61-3-112
; and
(4)
State that the grounds for revocation of the foreign limited partnership's registration did not exist or have been eliminated.
(b)
If the secretary of state determines that the application is accompanied by a confirmation of good standing with the department of revenue and contains the information required by subsection (a), and that the information is correct, then the secretary of state must cancel the certificate of revocation and prepare a certificate of reinstatement that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the foreign limited partnership. Service of the copy may be made by first class mail.
(c)
If the foreign limited partnership name in subdivision (a)(2) is different than the foreign limited partnership name in subdivision (a)(3), the application for reinstatement must constitute an amendment to the registration insofar as it pertains to the foreign limited partnership's name.
(d)
When reinstatement is effective, reinstatement relates back to and takes effect as of the effective date of the administrative dissolution, and the foreign limited partnership resumes carrying on its business as if the administrative dissolution had never occurred.
Amended by 2018 Tenn. Acts, ch. 575,Secs.s19, s20 eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 10 - FOREIGN LIMITED PARTNERSHIPS (§§ 61-3-1001 — 61-3-1014) › Section 61-3-1011 - Judicial review of denial of reinstatement of foreign limited partnership

(a)
If the secretary of state denies a foreign limited partnership's application for reinstatement following revocation of its registration, the secretary of state must serve the foreign limited partnership with a notice in a record that explains the reasons for the denial.
(b)
A foreign limited partnership may seek judicial review of a denial of reinstatement in the chancery court of Davidson County not later than thirty (30) days after service of the notice of denial.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 10 - FOREIGN LIMITED PARTNERSHIPS (§§ 61-3-1001 — 61-3-1014) › Section 61-3-1012 - Cancellation of registration

(a)
A registered foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation of registration accompanied by a confirmation of good standing with the department of revenue. The certificate of cancellation must state:
(1)
The current name of the foreign limited partnership, and if different, the name under which it transacts business in this state;
(2)
The name of the jurisdiction under the laws of which the foreign limited partnership is formed;
(3)
That the foreign limited partnership is not doing business in this state and that it withdraws its registration to do business in this state;
(4)
That foreign limited partnership either continues its registered agent in this state, or revokes the authority of its registered agent to accept service on its behalf in this state;
(5)
A mailing address to which service of process may be made under subsection (b); and
(6)
A commitment to notify the secretary of state in the future of any change in the mailing address set forth under subdivision (a)(5).
(b)
After the withdrawal of the registration of a foreign limited partnership, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited partnership was registered to do business in this state may be made pursuant to §
61-3-119
.
Amended by 2018 Tenn. Acts, ch. 575,s 21, eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 10 - FOREIGN LIMITED PARTNERSHIPS (§§ 61-3-1001 — 61-3-1014) › Section 61-3-1013 - Enjoining from doing business

The attorney general and reporter may maintain an action by complaint in the chancery court of any county in which a foreign limited partnership is transacting any business in this state to enjoin a foreign limited partnership from doing business in this state in violation of this part.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 10 - FOREIGN LIMITED PARTNERSHIPS (§§ 61-3-1001 — 61-3-1014) › Section 61-3-1014 - Cancellation of registration following administrative revocation

(a)
When a foreign limited partnership that has had its registration revoked desires to cancel its registration it may do so without first being reinstated by filing with the secretary of state a certificate of cancellation of registration following administrative revocation of registration accompanied by a confirmation of good standing by the department of revenue. The certificate of cancellation of certificate of registration must set forth:
(1)
The current name of the foreign limited partnership and, if different, the name under which the foreign limited partnership transacts business in this state; the date of revocation of foreign limited partnership registration; and the name of the jurisdiction under the laws of which the foreign limited partnership is formed;
(2)
That the foreign limited partnership is not transacting business in this state and that it surrenders its authority to transact business in this state;
(3)
That the foreign limited partnership either continues its registered agent in this state, or revokes the authority of its 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;
(4)
A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(3); and
(5)
A commitment to notify the secretary of state in the future of any change in the mailing address set forth under subdivision (a)(4).
(b)
After cancellation of the registration of the foreign limited partnership, 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 comply with §
61-3-121
. However, the mailing address set forth under subdivision (a)(4), as it may be changed under subdivision (a)(5), shall be deemed to be the principal executive office of the foreign limited partnership, for purposes of the compliance with §
61-3-121
by the secretary of state.
Added by 2018 Tenn. Acts, ch. 575,s 22, eff. 3/16/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 11 - MERGER AND CONVERSION (§§ 61-3-1101 — 61-3-1115) › Section 61-3-1102 - Required notice or approval

(a)
A domestic entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger shall give the notice or obtain the approval to be a party to a conversion.
(b)
Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this part becomes effective must not, as a result of the transaction, be diverted from the objects for which the property was donated, granted, devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the attorney general specifying the disposition of the property.
(c)
A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity that is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity.
(d)
A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the surviving entity under this section.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 11 - MERGER AND CONVERSION (§§ 61-3-1101 — 61-3-1115) › Section 61-3-1103 - Appraisal rights

An interest holder of a domestic merging or converting limited partnership is entitled to contractual appraisal rights in connection with a transaction under this part only to the extent provided in:
(1)
The partnership agreement; or
(2)
The plan.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 11 - MERGER AND CONVERSION (§§ 61-3-1101 — 61-3-1115) › Section 61-3-1104 - Merger Authorized

(a)
By complying with §§
61-3-1105
- 61-3-1109:
(1)
One (1) or more domestic limited partnerships may merge with one (1) or more domestic or foreign entities into a domestic or foreign surviving entity; and
(2)
Two (2) or more foreign entities may merge into a domestic limited partnership.
(b)
By complying with §§
61-3-1104
- 61-3-1109 applicable to foreign entities, a foreign entity may be a party to a merger under §§
61-3-1105
- 61-3-1109 or may be the surviving entity in the merger if the merger is authorized by the law of the foreign entity's jurisdiction of formation.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 11 - MERGER AND CONVERSION (§§ 61-3-1101 — 61-3-1115) › Section 61-3-1105 - Plan of merger

(a)
A domestic limited partnership may become a party to a merger under this section and §§
61-3-1106
- 61-3-1109 by approving a plan of merger. The plan must be in a record and contain:
(1)
As to each merging entity, its name, jurisdiction of formation, and type of entity;
(2)
If the surviving entity is to be created in the merger, a statement to that effect and the entity's name, jurisdiction of formation, and type of entity;
(3)
The manner of converting the interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4)
If the surviving entity exists before the merger, any proposed amendments to:
(A)
Its public organic record, if any; and
(B)
Its private organic rules that are, or are proposed to be, in a record;
(5)
If the surviving entity is to be created in the merger:
(A)
Its proposed public organic record, if any; and
(B)
The full text of its private organic rules that are proposed to be in a record;
(6)
The other terms and conditions of the merger; and
(7)
Any other provision required by the law of a merging entity's jurisdiction of formation or the organic rules of a merging entity.
(b)
In addition to the requirements of subsection (a), a plan of merger may contain any other provision not prohibited by law.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.