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 12 - MISCELLANEOUS (§§ 61-2-1201 — 61-2-1209) › Section 61-2-1206 - Prior law

Except as set forth in §
61-2-1204
, former chapter 2 of this title is hereby repealed.
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 61-2-1207 - Fees

(a)
The secretary of state shall collect the following fees when the documents described in this subsection (a) are delivered to the secretary of state for filing:
Document
Fee
(1) Application for use of indistinguishable name....................
$20.00
(2) Application for reservation of limited partnership name....................
20.00
(3) Notice of transfer of reserved name....................
20.00
(4) Notice of cancellation of reserved name....................
20.00
(5) Statement of change of registered agent/office (by domestic/foreign limited partnership)........................................
20.00
(6) Statement of change of registered office of limited partnership (by agent)....................
5.00 per limited partner- ship, but not less than 20.00
(7) Statement of resignation of registered agent for limited partnership....................
20.00
(8) Certificate of limited partnership (including designation of initial registered office and agent)....................
100.00
(9) Amendment to the certificate of limited partnership....................
20.00
(10) Certificate of cancellation of limited partnership....................
20.00
(11) Restated certificate of limited partnership....................
20.00
(12) Amended and restated certificate of limited partnership....................
20.00
(13) Certificate of merger of limited partnership....................
100.00
(14) Application for registration of foreign limited partnership (including designation of initial registered office and agent)....................
600.00
(15) Application for amended registration of foreign limited partnership....................
20.00
(16) Certificate of cancellation of registration of foreign limited partnership....................
20.00
(17) Certificate of correction....................
20.00
(18) Execution, amendment or cancellation of limited partnership by judicial order....................
No Fee
(19) Application for certificate of existence or registration of limited partnership....................
20.00
(20) Any other document required or permitted to be filed by chapter 2 of this title....................
20.00
(b)
The secretary of state shall collect a fee of twenty dollars ($20.00) each time process is served on the secretary of state under chapter 2 of this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if such party prevails in the proceeding.
(c)
The secretary of state shall collect a fee of twenty dollars ($20.00) 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, §§ 84, 87; 1998, ch. 890, § 4; 2000, ch. 568, § 5; 2010 , ch. 742, § 13.
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 61-2-1208 - Reserved power of state of Tennessee to alter or repeal chapter

All provisions of this chapter may be altered from time to time or repealed, and all rights of partners are subject to this reservation.
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 61-2-1209 - Certificate of existence

(a)
Any person may apply to the secretary of state to furnish a certificate of existence for a domestic limited partnership or a certificate of registration for a foreign limited partnership registered to transact business in this state.
(b)
A certificate of existence or registration sets forth:
(1)
The domestic limited partnership's name or the foreign limited partnership's name used in this state;
(2)
That:
(A)
The domestic limited partnership is a limited partnership formed under the laws of this state, and the effective date of the filing of its initial certificate of limited partnership; or
(B)
The foreign limited partnership is a limited partnership registered to transact business in this state;
(3)
That all fees, taxes and penalties owed to this state have been paid, if:
(A)
Payment is reflected in the records of the secretary of state or the department of revenue; and
(B)
Nonpayment affects the existence or registration of the domestic or foreign limited partnership;
(4)
That:
(A)
Neither a certificate of cancellation nor a decree of judicial dissolution has been filed for a domestic limited partnership; or
(B)
A certificate of cancellation has not been filed for a foreign limited partnership;
(5)
That the certificate of existence or registration is effective as of the date of the issuance of the certificate; and
(6)
Other facts of record in the office of the secretary of state that may be requested by the applicant.
(c)
Subject to any qualifications stated in the certificate, a certificate of existence or registration issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign limited partnership has been formed or is registered to transact business in this state, that the domestic limited partnership's certificate of limited partnership has not been cancelled, and that the domestic or foreign limited partnership is in good standing as far as the records of the secretary of state show.
Acts 2010, ch. 742, § 12.
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 1 - GENERAL PROVISIONS (§§ 61-3-101 — 61-3-121) › Section 61-3-102 - Knowledge-notice

(a)
A person knows a fact if the person:
(1)
Has actual knowledge of it; or
(2)
Is deemed to know it under law other than this chapter.
(b)
A person has notice of a fact if the person:
(1)
Has reason to know the fact from all the facts known to the person at the time in question; or
(2)
Is deemed to have notice of the fact under subsection (c) or (d).
(c)
A certificate of limited partnership filed with the secretary of state is notice that the partnership is a limited partnership and that the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (d), the certificate is not notice of any other fact not set out in this subsection (c).
(d)
A person who is not a partner, is deemed to have notice of:
(1)
A person's dissociation as a general partner the earlier of:
(A)
Ninety (90) days after an amendment to the certificate of limited partnership stating that the other person has dissociated becomes effective; or
(B)
Ninety (90) days after a statement of dissociation pertaining to the other person becomes effective;
(2)
A limited partnership's:
(A)
Dissolution ninety (90) days after an amendment to the certificate of limited partnership stating that the limited partnership is dissolved becomes effective; termination ninety (90) days after a statement of termination under §
61-3-802(b)(1)(B)
becomes effective; and
(B)
Participation in a merger, conversion, or domestication, ninety (90) days after articles of merger, conversion, or domestication under part 11 of this chapter become effective.
(e)
Subject to §
61-3-209(f)
, a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.
(f)
A general partner's knowledge or notice of a fact relating to the limited partnership is effective immediately as knowledge of or notice to the partnership, except in the case of a fraud on the partnership committed by or with the consent of the general partner. A limited partner's knowledge or notice of a fact relating to the partnership is not effective as knowledge of or notice to the partnership.
Amended by 2018 Tenn. Acts, ch. 575,s 2, 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 1 - GENERAL PROVISIONS (§§ 61-3-101 — 61-3-121) › Section 61-3-103 - Governing law

The law of this state governs:
(1)
The internal affairs of a limited partnership; and
(2)
The liability of a partner as partner for a debt, obligation, or other liability of a limited partnership.
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 1 - GENERAL PROVISIONS (§§ 61-3-101 — 61-3-121) › Section 61-3-105 - Partnership agreement - Effect on limited partnership and person becoming partner - Preformation agreement

(a)
A limited partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement.
(b)
A person that becomes a partner is deemed to assent to the partnership agreement.
(c)
Two (2) or more persons intending to become the initial partners of a limited partnership may make an agreement providing that upon the formation of the partnership, the agreement shall become the partnership agreement.
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 1 - GENERAL PROVISIONS (§§ 61-3-101 — 61-3-121) › Section 61-3-106 - Partnership agreement - Effect on third parties and relationship to records effective on behalf of limited partnership

(a)
A partnership agreement may specify that its amendment requires the approval of a person who is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(b)
The obligations of a limited partnership and its partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under §
61-3-703(b)(2)
to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:
(1)
Is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner; and
(2)
Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner.
(c)
If a record delivered by a limited partnership to the secretary of state for filing becomes effective and contains a provision that would be ineffective under §
61-3-104(c)
if contained in the partnership agreement, the provision is ineffective in the record.
(d)
Subject to subsection (c), if a record delivered by a limited partnership to the secretary of state for filing becomes effective and conflicts with the partnership agreement:
(1)
The agreement prevails as to partners, persons dissociated as partners, and transferees; and
(2)
The record prevails as to other persons to the extent they reasonably rely on the record.
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 1 - GENERAL PROVISIONS (§§ 61-3-101 — 61-3-121) › Section 61-3-107 - Required information

A limited partnership shall maintain at its principal office the following information:
(1)
A current list showing the full name and last known street and mailing address, including zip codes, of each partner, separately identifying the general partners, and the limited partners;
(2)
A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed;
(3)
A copy of any filed articles of merger or conversion;
(4)
A copy of the partnership's federal, state, and local income tax returns and reports, if any, for the three (3) most recent years;
(5)
A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;
(6)
A copy of any financial statement of the partnership for the three (3) most recent years;
(7)
A copy of the three (3) most recent annual reports delivered by the partnership to the secretary of state pursuant to §
61-3-211
;
(8)
A copy of any record made by the partnership during the past three (3) years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and
(9)
Unless contained in a partnership agreement made in a record, a record stating:
(A)
A description and statement of the agreed value of contributions other than money made and agreed to be made by each partner;
(B)
The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;
(C)
For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and
(D)
Any events upon the happening of which the partnership is to be dissolved and its activities and affairs wound up.
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 1 - GENERAL PROVISIONS (§§ 61-3-101 — 61-3-121) › Section 61-3-108 - Dual capacity

A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners.
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 1 - GENERAL PROVISIONS (§§ 61-3-101 — 61-3-121) › Section 61-3-109 - Nature, purpose, and duration of limited partnership

(a)
A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.
(b)
A limited partnership may have any lawful purpose, regardless of whether for profit.
(c)
A limited partnership has perpetual duration.
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 1 - GENERAL PROVISIONS (§§ 61-3-101 — 61-3-121) › Section 61-3-110 - Powers

A limited partnership has the capacity to sue and be sued in the name of the partnership and the power to do all things necessary or convenient to carry on the partnership's activities and affairs.
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 1 - GENERAL PROVISIONS (§§ 61-3-101 — 61-3-121) › Section 61-3-111 - Supplemental principles of law

Unless displaced by this chapter, the principles of law and equity supplement 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 1 - GENERAL PROVISIONS (§§ 61-3-101 — 61-3-121) › Section 61-3-113 - Reservation of name

(a)
A person may reserve the exclusive use of a name that complies with §
61-3-112
by delivering an application to the secretary of state for filing. The application must state the name and address of the applicant and the name to be reserved. If the secretary of state finds that the name is available, the secretary of state shall reserve the name for the applicant's exclusive use for one hundred twenty (120) days.
(b)
The owner of a reserved name may transfer the reservation to another person by delivering to the secretary of state a signed notice in a record of the transfer which states the name and address of the person to which the reservation is being transferred.
(c)
The reservation of a specific name may be cancelled by filing with the secretary of state a notice, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee.
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 1 - GENERAL PROVISIONS (§§ 61-3-101 — 61-3-121) › Section 61-3-114 - Registration of name

(a)
A foreign limited partnership not registered to do business in this state under part 10 of this chapter may register its name, or an alternate name adopted pursuant to §
61-3-1006
, if the name is distinguishable on the records of the secretary of state from the names that are not available under §
61-3-112
.
(b)
(1)
To register its name or an alternate name adopted pursuant to §
61-3-1006
, a foreign limited partnership must deliver to the secretary of state for filing an application:
(A)
Stating the partnership's name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to §
61-3-1006
; and
(B)
Accompanied by a certificate of existence, or a document of similar import, from the jurisdiction of formation, bearing a date that is not more than one (1) month prior to the date the application is filed with the secretary of state.
(2)
lf the secretary of state finds that the name applied for is available, the secretary of state must register the name for the applicant's exclusive use.
(c)
The registration of a name under this section is effective for one (1) year after the date of registration.
(d)
A foreign limited partnership whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than three (3) months before the expiration of the registration, to the secretary of state for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one-year period.
(e)
A foreign limited partnership whose name registration is effective may register as a foreign limited partnership under the registered name or consent in a signed record to the use of that name by another person that is not an individual.
Amended by 2018 Tenn. Acts, ch. 575,s 4, 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 1 - GENERAL PROVISIONS (§§ 61-3-101 — 61-3-121) › Section 61-3-115 - Registered agent

(a)
Each limited partnership and each registered foreign limited partnership shall designate and maintain a registered agent in this state. The designation of a registered agent is an affirmation of fact by the limited partnership or registered foreign limited partnership that the agent has consented to be served.
(b)
A registered agent for a limited partnership or registered foreign limited partnership must have a place of business in this state.
(c)
The only duties under this chapter of a registered agent that has complied with this chapter are:
(1)
To forward to the limited partnership or registered foreign limited partnership at the address most recently supplied to the agent by the partnership or foreign partnership any process, notice, or demand pertaining to the partnership or foreign partnership which is served on or received by the agent;
(2)
If the registered agent resigns, to provide the notice required by §
61-3-117(a)(4)
to the partnership or foreign partnership at the address most recently supplied to the agent by the partnership or foreign partnership; and
(3)
To keep current the information with respect to the agent in the certificate of limited partnership.
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 1 - GENERAL PROVISIONS (§§ 61-3-101 — 61-3-121) › Section 61-3-116 - Change of registered agent or address for registered agent by limited partnership

(a)
A limited partnership or registered foreign limited partnership may change its registered agent or the address of its registered agent by delivering to the secretary of state for filing a statement of change that states:
(1)
The name of the limited partnership or registered foreign limited partnership;
(2)
The street address of its current registered office;
(3)
If the current registered office is to be changed, the street address of the new registered office and zip code for the office, and the county in which the office is located;
(4)
The name of its current registered agent; and
(5)
If the current registered agent is to be changed, the name of the new registered agent.
(b)
The general or limited partners of a limited partnership need not approve the delivery to the secretary of state for filing of:
(1)
A statement of change under this section; or
(2)
A similar filing changing the registered agent or registered office, if any, of the partnership in any other jurisdiction.
(c)
A statement of change under this section designating a new registered agent is an affirmation of fact by the limited partnership or registered foreign limited partnership that the agent has consented to serve.
(d)
As an alternative to using the procedure in this section, a limited partnership may amend its certificate of limited partnership.
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 1 - GENERAL PROVISIONS (§§ 61-3-101 — 61-3-121) › Section 61-3-117 - Resignation of registered agent

(a)
A registered agent may resign as an agent for a limited partnership or registered foreign limited partnership by delivering to the secretary of state for filing a statement of resignation that states:
(1)
The name of the limited partnership or registered foreign limited partnership;
(2)
The name of the agent;
(3)
That the agent resigns from serving as registered agent for the limited partnership or registered foreign limited partnership; and
(4)
A certification that the registered agent has mailed a copy of the statement to the principal office of the limited partnership by certified mail.
(b)
The agency appointment is terminated, and the registered office discontinued if so provided, on the date on which the statement is filed by the secretary of state. When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the limited partnership or registered foreign limited partnership. The resignation does not affect any contractual rights the limited partnership or registered foreign limited partnership has against the agent or that the agent has against the limited partnership or registered foreign limited partnership.
(c)
A registered agent may resign with respect to a limited partnership or registered foreign limited partnership whether or not the limited partnership or registered foreign limited partnership is active and in good standing as reflected in the records of the secretary of state.
(d)
If a registered agent resigns or is unable to perform its duties, the designating limited partnership must, not later than sixty (60) days after the resignation or discovery that the agent is unable to perform its duties, designate another registered agent to the end that it shall at all times have a registered agent in this state.
Amended by 2018 Tenn. Acts, ch. 575,s 5, 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 1 - GENERAL PROVISIONS (§§ 61-3-101 — 61-3-121) › Section 61-3-118 - Change of name or address by registered agent

(a)
If a registered agent changes the street address of the registered agent's business office, the agent shall deliver to the secretary of state for filing a statement of change that states:
(1)
The name of the limited partnership or registered foreign limited partnership represented by the registered agent;
(2)
The name of the agent as currently shown in the records of the secretary of state for the limited partnership or registered foreign limited partnership; and
(3)
The agent's new street address including the zip code of its new registered office; and a mailing address such as a post office box if the United States postal service does not deliver to the new registered office; and the county in which the office is located.
(b)
A registered agent shall promptly furnish notice to the represented limited partnership or registered foreign limited partnership of the filing by the secretary of state of the statement of change and the changes made by the statement.
Amended by 2018 Tenn. Acts, ch. 575,s 6, 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 1 - GENERAL PROVISIONS (§§ 61-3-101 — 61-3-121) › Section 61-3-119 - Service of process, notice, or demand

(a)
A limited partnership's registered agent is the limited partnership's agent for service of process, notice, or demand required or permitted by law to be served on the limited partnership.
(b)
The secretary of state shall be an agent of a limited partnership upon whom any process, notice, or demand may be served when:
(1)
A domestic or foreign limited partnership authorized to do business in this state fails to appoint or maintain a registered agent in this state;
(2)
Its registered agent cannot be found with reasonable diligence;
(3)
A foreign limited partnership transacts business or conducts affairs in this state without first submitting an application for registration with the secretary of state; or
(4)
The registration of a foreign limited partnership has been cancelled.
(c)
Whenever a domestic or foreign limited partnership authorized to do business in this state is an employer within the meaning of the Workers' Compensation Law, compiled in title 50, chapter 6, and the limited partnership is, for the purpose of workers' compensation, self-insured or a part of a self-insurance pool as provided in title 50, chapter 6, part 4, the limited partnership shall, for workers' compensation actions only, be required to appoint the commissioner of commerce and insurance and the commissioner's chief deputy, or their successors, as its true and lawful attorneys upon either of whom all lawful process in any such action or legal proceeding may be served, as is required of insurance companies by title 56, chapter 2.
(d)
This section does not prescribe the only means, or necessarily the required means, of serving a limited partnership.
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 1 - GENERAL PROVISIONS (§§ 61-3-101 — 61-3-121) › Section 61-3-120 - Delivery of record

(a)
Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission.
(b)
Delivery to the secretary of state is effective only when a record is received by the secretary of 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 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND FILINGS (§§ 61-3-201 — 61-3-211) › Section 61-3-201 - Formation of limited partnership - Certificate of limited partnership

(a)
To form a limited partnership, a person must deliver a certificate of limited partnership to the secretary of state for filing.
(b)
A certificate of limited partnership must state:
(1)
The name of the limited partnership, that complies with §
61-3-112
;
(2)
The street and mailing addresses of the partnership's principal office; the address 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;
(3)
If the partnership's principal office is not located in this state, the address of a registered office and the name and address of a registered agent for service of process in this state, which the partnership is required to maintain; the name of the limited partnership's initial registered agent and street and addresses in this state of the partnership's registered office and the county in which the registered office is located;
(4)
The name and street and mailing addresses of each general partner, and a mailing address such as a post office box if the United States postal service does not deliver to the general partner's address; and
(5)
Whether the limited partnership is a limited liability limited partnership.
(c)
A certificate of limited partnership may contain statements as to matters other than those required by subsection (b), but must not vary or otherwise affect §
61-3-104(c) and (d)
in a manner inconsistent with that section.
(d)
The partnership agreement must not be filed.
(e)
A limited partnership is formed when:
(1)
The initial certificate of limited partnership is filed with the secretary of state or at any later date or time specified in the certificate of limited partnership in accordance with and subject to §
61-3-207
;
(2)
At least two (2) persons have become partners;
(3)
At least one (1) person has become a general partner; and
(4)
At least one (1) person has become a limited partner.
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 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND FILINGS (§§ 61-3-201 — 61-3-211) › Section 61-3-202 - Amendment or restatement of certificate of limited partnership

(a)
A certificate of limited partnership may be amended or restated at any time.
(b)
To amend its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing an amendment stating:
(1)
The name of the partnership; and
(2)
The text of the amendment.
(c)
To restate its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing a restatement, designated as such in its heading.
(d)
A limited partnership shall, not later than sixty (60) days after the happening of any of the following events, deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect:
(1)
The admission of a new general partner;
(2)
The dissociation of a person as a general partner; or
(3)
The appointment of a person to wind up the limited partnership's activities and affairs under §
61-3-802(c) or (d)
.
(e)
If a general partner knows that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner must, not later than sixty (60) days after the general partner obtains such knowledge:
(1)
Cause the certificate to be amended; or
(2)
If appropriate, deliver to the secretary of state for filing a statement of change under §
61-3-116
or a statement of correction under §
61-3-208
.
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 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND FILINGS (§§ 61-3-201 — 61-3-211) › Section 61-3-204 - Signing and filing pursuant to judicial order

(a)
If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing under this chapter does not do so, any other person that is aggrieved may petition the appropriate court to order:
(1)
The person to sign the record;
(2)
The person to deliver the record to the secretary of state for filing; or
(3)
The secretary of state to file the record unsigned.
(b)
For purposes of subsection (a), the appropriate court is:
(1)
For actions brought under subdivisions (a)(1) and (a)(2), either:
(A)
The chancery court for the county in which the partnership maintains its principal office; or
(B)
The chancery court of Davidson County; and
(2)
For actions brought under subdivision (a)(3), the chancery court of Davidson County.
(c)
If a petitioner under subsection (a) is not the limited partnership or foreign limited partnership to which the record pertains, the petitioner must make the limited partnership or foreign limited partnership a party to the action.
(d)
A record filed under subdivision (a)(3) is effective without being signed.
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 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND FILINGS (§§ 61-3-201 — 61-3-211) › Section 61-3-205 - Liability for materially false information in filed record

(a)
If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains materially false information, a person that suffers loss by reliance on the information may recover damages for the loss from a general partner if:
(1)
(A)
The record was delivered for filing on behalf of the partnership; and
(B)
The general partner knew or had notice of the materially false statement for a reasonably sufficient time before the information was relied upon so that, before the reliance, the general partner reasonably could have:
(i)
Effected an amendment under §
61-3-202
;
(ii)
Filed a petition under §
61-3-204
; or
(iii)
Delivered to the secretary of state for filing a statement of change under §
61-3-116
or a statement of correction under §
61-3-208
; or
(2)
After filing, that general partner knew that any arrangement or other fact described in the certificate is materially false in any respect or has changed making the statement materially false, if that general partner had reasonably sufficient time before the information was relied upon to have:
(A)
Effected an amendment under §
61-3-202
;
(B)
Filed a petition under §
61-3-204
; or
(C)
Delivered to the secretary of state for filing a statement of change under §
61-3-116
or a statement of correction under §
61-3-208
.
(b)
No general partner has any liability for failing to cause the amendment, correction, or cancellation of a certificate to be filed or failing to file a petition for its amendment, correction, or cancellation pursuant to subsection (a) if the certificate of amendment, certificate of cancellation, or petition is filed within ninety (90) days of when the general partner knew or should have known that the statement in the certificate was false in any material respect.
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 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND FILINGS (§§ 61-3-201 — 61-3-211) › Section 61-3-206 - Filing requirements

(a)
To be filed by the secretary of state pursuant to this chapter, a record must be received by the secretary of state, comply with this chapter, and satisfy the following:
(1)
The filing of the record must be required or permitted by this chapter;
(2)
The record must be physically delivered in written form unless and to the extent the secretary of state permits or requires electronic delivery of the record;
(3)
The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters, or Arabic or Roman numerals;
(4)
The record must be signed by a person authorized or required under this chapter to sign the record; and
(5)
The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification.
(b)
If law other than this chapter prohibits the disclosure by the secretary of state of information contained in a record delivered to the secretary of state for filing, then the secretary of state must file the record if the record otherwise complies with this chapter but may redact the information.
(c)
When a record is delivered to the secretary of state for filing, any fee required under this chapter and any fee, tax, interest, or penalty required to be paid under this chapter or law other than this chapter must be paid in a manner permitted by the secretary of state or by that law.
(d)
The secretary of state may require that a record delivered in written form be accompanied by an exact or conformed copy.
(e)
The secretary of state may provide forms for filings required or permitted to be made by this chapter and may, by rule, require their use.
(f)
The secretary of state may require that a cover sheet for a filing be on a form prescribed by the secretary of state.
(g)
The secretary of state may promulgate appropriate rules establishing acceptable methods for execution of any document to be filed with the secretary of state.
Amended by 2020 Tenn. Acts, ch. 719, s 31, eff. 6/22/2020.
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 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND FILINGS (§§ 61-3-201 — 61-3-211) › Section 61-3-207 - Effective date and time

Subject to §
61-3-209(d)
, a record filed under this chapter is effective:
(1)
On the date and at the time of its filing by the secretary of state, as provided in §
61-3-209(b)
;
(2)
On the date of filing and at the time specified in the record as its effective time, if later than the time described in subdivision (a)(1);
(3)
At a specified delayed effective date and time, which may not be more than ninety (90) days after the date of filing; or
(4)
If a delayed effective date is specified, but no time is specified, at 4:30 p.m. on the date specified, which may not be more than ninety (90) days after the date of filing.
Amended by 2018 Tenn. Acts, ch. 575,s 7, 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 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND FILINGS (§§ 61-3-201 — 61-3-211) › Section 61-3-208 - Correcting filed record

(a)
A person on whose behalf a filed record was delivered to the secretary of state for filing may correct the record if:
(1)
The record at the time of filing was inaccurate;
(2)
The record was defectively signed; or
(3)
The electronic transmission of the record to the secretary of state was defective.
(b)
A record is corrected by delivering to the secretary of state for filing a statement of correction that:
(1)
Does not state a delayed effective date;
(2)
Is signed by the person correcting the filed record;
(3)
Identifies the filed record to be corrected, including its filing date, or has attached to the statement of correction a copy of the filed record;
(4)
Specifies the inaccuracy or defect to be corrected and the reason it is incorrect; and
(5)
Corrects the inaccuracy or defect in the filed record.
(c)
A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of §
61-3-102(d)
and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.
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 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND FILINGS (§§ 61-3-201 — 61-3-211) › Section 61-3-209 - Duty of secretary of state to file - Review of refusal to file - Delivery of record by secretary of state

(a)
The secretary of state shall file a record delivered to the secretary of state for filing that satisfies this chapter. The duty of the secretary of state under this section is ministerial.
(b)
When the secretary of state files a record, the secretary of state must record it as filed on the date and at the time of its delivery. After filing a record, the secretary of state shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date and time of filing.
(c)
If the secretary of state refuses to file a record, the secretary of state must, not later than fifteen (15) business days after the record is delivered:
(1)
Return the record or notify the person that submitted the record of the refusal; and
(2)
Provide a brief explanation in a record of the reason for the refusal.
(d)
(1)
If the secretary of state refuses to file a record, the person that submitted the record may petition the chancery court of Davidson County to compel filing of the record. The record and the explanation of the secretary of state of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.
(2)
Any judicial review of the secretary of state's refusal to file a record must be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
(e)
The filing of or refusal to file a record does not:
(1)
Affect the validity or invalidity of the record in whole or in part; or
(2)
Create a presumption that the information contained in the record is correct or incorrect.
(f)
Except as otherwise provided in §
61-3-119
or by law other than this chapter, the secretary of state may deliver any record to a person by delivering it:
(1)
In person to the person that submitted it;
(2)
To the address of the person's registered agent;
(3)
To the principal office of the person; or
(4)
To another address, including an electronic mail address, the person provides to the secretary of state for delivery.
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 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND FILINGS (§§ 61-3-201 — 61-3-211) › Section 61-3-210 - Certificate of existence or registration

(a)
On request of any person, the secretary of state must issue a certificate of existence for a limited partnership or a certificate of registration for a registered foreign limited partnership.
(b)
A certificate under subsection (a) must state:
(1)
The limited partnership's name or the registered foreign limited partnership's name used in this state;
(2)
In the case of a limited partnership:
(A)
That a certificate of limited partnership has been filed and has taken effect;
(B)
The date the certificate became effective;
(C)
The period of the partnership's duration if the records of the secretary of state reflect that its period of duration is less than perpetual; and
(D)
That:
(i)
No statement of administrative dissolution, or statement of termination has been filed; and
(ii)
The records of the secretary of state do not otherwise reflect that the partnership has been dissolved or terminated;
(3)
In the case of a registered foreign limited partnership, that the registered foreign limited partnership is registered to do business in this state;
(4)
That all fees, taxes, interest, and penalties owed to this state by the limited partnership or the foreign limited partnership have been paid, if:
(A)
Payment is reflected in the records of the secretary of state; and
(B)
Nonpayment affects the existence or registration of the limited partnership or foreign limited partnership; and
(5)
Other facts reflected in the records of the secretary of state pertaining to the limited partnership or foreign limited partnership that the person requesting the certificate reasonably requests.
(c)
Subject to any qualification stated in the certificate, a certificate issued by the secretary of state under subsection (a) may be relied on as conclusive evidence of the facts stated in the certificate.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.