reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP (§§ 61-1-401 — 61-1-407) › Section 61-1-406 - Continuation of partnership beyond definite term or particular undertaking

(a)
If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
(b)
If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue on the basis described in subsection (a).
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP (§§ 61-1-401 — 61-1-407) › Section 61-1-407 - Classes and voting

(a)
A partnership agreement may provide for classes or groups of partners having such relative rights, powers and duties as the partnership agreement may provide, and may make provision for the future creation in the manner provided in the partnership agreement of additional classes or groups of partners having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of partners. A partnership agreement may provide for the taking of an action, including the amendment of the partnership agreement, without the vote or approval of any partner or class or group of partners, including an action to create under the provisions of the partnership agreement a class or group of partnership interests that was not previously outstanding. A partnership agreement may provide that any partner or class or group of partners shall have no voting rights.
(b)
The partnership agreement may grant to all or certain identified partners or a specified class or group of the partners the right to vote separately or with all or any class or group of the partners on any matter. Voting by partners may be on a per capita, number, financial interest, class, group or any other basis.
(c)
A partnership agreement may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.
(d)
On any matter that is to be voted on by partners, the partners may take such action without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the partners having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting. On any matter that is to be voted on by partners, the partners may vote in person or by proxy.
(e)
If a partnership agreement provides for the manner in which it may be amended, it may be amended in that manner or with the approval of all the partners or as otherwise permitted by law. If a partnership agreement does not provide for the manner in which it may be amended, the partnership agreement may be amended with the approval of all the partners or as otherwise permitted by law.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 5 - TRANSFEREES AND CREDITORS OF PARTNER (§§ 61-1-501 — 61-1-504) › Section 61-1-501 - Partner not a co-owner of partnership property

Partnership property is owned by the partnership as an entity. A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 5 - TRANSFEREES AND CREDITORS OF PARTNER (§§ 61-1-501 — 61-1-504) › Section 61-1-502 - Partner's transferable interest in partnership

The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. This interest is personal property.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 5 - TRANSFEREES AND CREDITORS OF PARTNER (§§ 61-1-501 — 61-1-504) › Section 61-1-503 - Transfer of partner's transferable interest

(a)
A transfer, in whole or in part, of a partner's transferable interest in the partnership:
(1)
Is permissible;
(2)
Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and
(3)
Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.
(b)
A transferee of a partner's transferable interest in the partnership has a right:
(1)
To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;
(2)
To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and
(3)
To seek under §
61-1-801(6)
a judicial determination that it is equitable to wind up the partnership business.
(c)
In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.
(d)
Upon transfer, the transferor retains the rights and duties of a partner other than the transferable interest so transferred.
(e)
A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer.
(f)
A transfer of a partner's transferable interest in the partnership in violation of a restriction or prohibition on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 5 - TRANSFEREES AND CREDITORS OF PARTNER (§§ 61-1-501 — 61-1-504) › Section 61-1-504 - Partner's transferable interest subject to charging order

(a)
On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require.
(b)
A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
(c)
At any time before foreclosure, an interest charged may be redeemed:
(1)
By the judgment debtor;
(2)
With property other than partnership property, by one (1) or more of the other partners; or
(3)
With partnership property, by one (1) or more of the other partners with the consent of all of the partners whose interests are not so charged.
(d)
This chapter does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.
(e)
This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 6 - PARTNER'S DISSOCIATION (§§ 61-1-601 — 61-1-603) › Section 61-1-602 - Partner's power to dissociate - Wrongful dissociation

(a)
A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to §
61-1-601(1)
.
(b)
A partner's dissociation is wrongful only if:
(1)
It is in breach of an express provision of the partnership agreement; or
(2)
In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:
(A)
The partner withdraws by express will, unless the withdrawal follows within ninety (90) days after another partner's dissociation by death or otherwise under §
61-1-601(6)-(10)
or wrongful dissociation under this subsection (b);
(B)
The partner is expelled by judicial determination under §
61-1-601(5)
;
(C)
The partner is dissociated by becoming a debtor in bankruptcy; or
(D)
In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.
(c)
A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 6 - PARTNER'S DISSOCIATION (§§ 61-1-601 — 61-1-603) › Section 61-1-603 - Effect of partner's dissociation

(a)
(1)
If a partner's dissociation results in a dissolution and winding up of the partnership business, part 8 of this chapter applies; otherwise, part 7 of this chapter applies.
(2)
Notwithstanding subdivision (a)(1) or part 6, part 7, or part 8 of this chapter to the contrary, with respect to a family partnership:
(A)
If a partner dissociates or is dissociated as described in § 61-1-601 (1), (6), (7), (8), (9), or (10), then the dissociation:
(i)
Does not cause the winding up of the partnership business under part 8 of this chapter; and
(ii)
Does not obligate or cause the partnership to purchase the dissociating partner's interest in the partnership as provided under § 61-1-701, unless a written partnership agreement provides otherwise; and
(B)
The dissociating partner's interest in the partnership must for all purposes be treated as the interest of a transferee of the dissociating partner's share of the profits and losses of the partnership and the partner's right to receive distributions, as contemplated in §§ 61-1-502 and 61-1-503(b), and the dissociated partner is not deemed a partner for purposes of § 61-1-306 but may be deemed a transferee of the partnership interest.
(b)
Upon a partner's dissociation:
(1)
The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in §
61-1-803
;
(2)
The partner's duty of loyalty under §
61-1-404(b)(3)
terminates; and
(3)
The partner's duty of loyalty under §
61-1-404(b)(1) and (2)
and duty of care under §
61-1-404(c)
continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to §
61-1-803
.
Amended by 2024 Tenn. Acts, ch. 695,s 9, eff. 7/1/2024.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 7 - PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP (§§ 61-1-701 — 61-1-705) › Section 61-1-702 - Dissociated partner's power to bind and liability to partnership

(a)
For one (1) year after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under part 9 of this chapter, is bound by an act of the dissociated partner which would have bound the partnership under §
61-1-301
before dissociation only if at the time of entering into the transaction the other party:
(1)
Reasonably believed that the dissociated partner was then a partner;
(2)
Did not have notice of the partner's dissociation; and
(3)
Is not deemed to have had knowledge under §
61-1-303(d)
or notice under §
61-1-704(c)
.
(b)
A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a).
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 7 - PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP (§§ 61-1-701 — 61-1-705) › Section 61-1-703 - Dissociated partner's liability to other persons

(a)
A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b).
(b)
A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under part 9 of this chapter, within one year after the partner's dissociation, only if the obligation is one for which such dissociated partner would be liable under §
61-1-306
if such dissociated partner had not dissociated and at the time of entering into the transaction the other party:
(1)
Reasonably believed that the dissociated partner was then a partner;
(2)
Did not have notice of the partner's dissociation; and
(3)
Is not deemed to have had knowledge under §
61-1-303(d)
or notice under §
61-1-704(c)
.
(c)
By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
(d)
A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 7 - PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP (§§ 61-1-701 — 61-1-705) › Section 61-1-704 - Statement of dissociation

(a)
A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.
(b)
A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of §
61-1-303(c) and (d)
.
(c)
For the purposes of §§
61-1-702(a)(3)
and
61-1-703(b)(3)
, a person not a partner is deemed to have notice of the dissociation ninety (90) days after the statement of dissociation is filed.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 7 - PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP (§§ 61-1-701 — 61-1-705) › Section 61-1-705 - Continued use of partnership name

Continued use of a partnership name, or a dissociated partner's name as a part of the partnership name, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 8 - WINDING UP PARTNERSHIP BUSINESS (§§ 61-1-801 — 61-1-807) › Section 61-1-801 - Events causing dissolution and winding up of partnership business

A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:
(1)
In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under §
61-1-601(2)-(10)
, of that partner's express will to withdraw as a partner, or on a later date specified by the partner; provided, that,.. with respect to a family partnership, the dissociation does not cause the partnership to wind up to the extent provided in § 61-1-603(a);
(2)
In a partnership for a definite term or particular undertaking:
(A)
Within ninety (90) days after a partner's dissociation by death or otherwise under §
61-1-601(6)-(10)
or wrongful dissociation under §
61-1-602(b)
, at least half of the remaining partners express the will to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to §
61-1-602(b)(2)(A)
constitutes the expression of that partner's will to wind up the partnership business;
(B)
The express will of all of the partners to wind up the partnership business; or
(C)
The expiration of the term or the completion of the undertaking;
(3)
An event agreed to in the partnership agreement resulting in the winding up of the partnership business;
(4)
An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within ninety (90) days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;
(5)
On application by a partner, a judicial determination that:
(A)
The economic purpose of the partnership is likely to be unreasonably frustrated;
(B)
Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or
(C)
It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or
(6)
On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business:
(A)
After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or
(B)
At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
Amended by 2024 Tenn. Acts, ch. 695,s 11, eff. 7/1/2024.
Acts 2001, ch. 353; 2002, ch. 563, § 4.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 8 - WINDING UP PARTNERSHIP BUSINESS (§§ 61-1-801 — 61-1-807) › Section 61-1-802 - Partnership continues after dissolution

(a)
Subject to subsection (b), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.
(b)
At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event:
(1)
The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and
(2)
The rights of a third party accruing under §
61-1-804(1)
or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 8 - WINDING UP PARTNERSHIP BUSINESS (§§ 61-1-801 — 61-1-807) › Section 61-1-803 - Right to wind up partnership business

(a)
After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, a court of equity jurisdiction in the county where the partnership's chief executive office is or was last located, for good cause shown, may order judicial supervision of the winding up.
(b)
The legal representative of the last surviving partner may wind up a partnership's business.
(c)
A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to §
61-1-807
, settle disputes by mediation or arbitration, and perform other necessary acts.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 8 - WINDING UP PARTNERSHIP BUSINESS (§§ 61-1-801 — 61-1-807) › Section 61-1-804 - Partner's power to bind partnership after dissolution

Subject to §
61-1-805
, a partnership is bound by a partner's act after dissolution that:
(1)
Is appropriate for winding up the partnership business; or
(2)
Would have bound the partnership under §
61-1-301
before dissolution, if the other party to the transaction did not have notice of the dissolution.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 8 - WINDING UP PARTNERSHIP BUSINESS (§§ 61-1-801 — 61-1-807) › Section 61-1-805 - Statement of dissolution

(a)
After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.
(b)
A statement of dissolution cancels a filed statement of partnership authority for the purposes of §
61-1-303(c)
and is a limitation on authority for the purposes of §
61-1-303(d)
.
(c)
For the purposes of §§
61-1-301
and
61-1-804
, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety (90) days after it is filed.
(d)
After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in §
61-1-303(c) and (d)
in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 8 - WINDING UP PARTNERSHIP BUSINESS (§§ 61-1-801 — 61-1-807) › Section 61-1-806 - Partner's liability to other partners after dissolution

(a)
Except as otherwise provided in subsection (b), after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under §
61-1-804
.
(b)
A partner who, with knowledge of the dissolution, incurs a partnership liability under §
61-1-804(2)
by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 8 - WINDING UP PARTNERSHIP BUSINESS (§§ 61-1-801 — 61-1-807) › Section 61-1-807 - Settlement of accounts among partners

(a)
In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b).
(b)
Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account, but exclude from the calculation charges attributable to an obligation for which the partner is not personally liable under §
61-1-306
.
(c)
If a partner fails to contribute the full amount required under subsection (b), all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under §
61-1-306
. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under §
61-1-306
.
(d)
After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under §
61-1-306
.
(e)
The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.
(f)
An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.
Acts 2001, ch. 353; 2002, ch. 563, §§ 5, 6.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 9 - CONVERSIONS AND MERGERS (§§ 61-1-901 — 61-1-908) › Section 61-1-901 - Definitions

In this part:
(1)
"General partner" means a partner in a partnership and a general partner in a limited partnership;
(2)
"Limited partner" means a limited partner in a limited partnership;
(3)
"Limited partnership" means a limited partnership created under the Revised Uniform Limited Partnership Act of this state, compiled in chapter 2 of this title, predecessor law, or comparable law of another jurisdiction;
(4)
"Partner" includes both a general partner and a limited partner.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 9 - CONVERSIONS AND MERGERS (§§ 61-1-901 — 61-1-908) › Section 61-1-902 - Conversion of partnership to limited partnership

(a)
A partnership may be converted to a limited partnership pursuant to this section.
(b)
The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partnership agreement.
(c)
After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership in the jurisdiction in which the limited partnership is to be formed. The certificate must include:
(1)
A statement that the partnership was converted to a limited partnership from a partnership;
(2)
Its former name; and
(3)
A statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement.
(d)
The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate.
(e)
A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within 90 days after the conversion takes effect. The limited partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in the Revised Uniform Limited Partnership Act of this state, compiled in chapter 2 of this title.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 9 - CONVERSIONS AND MERGERS (§§ 61-1-901 — 61-1-908) › Section 61-1-903 - Conversion of limited partnership to partnership

(a)
A limited partnership may be converted to a partnership pursuant to this section.
(b)
Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of the partners.
(c)
After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.
(d)
The conversion takes effect when the certificate of limited partnership is canceled.
(e)
A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. The partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 9 - CONVERSIONS AND MERGERS (§§ 61-1-901 — 61-1-908) › Section 61-1-904 - Effect of conversion

(a)
A partnership or limited partnership that has been converted pursuant to this part is for all purposes the same entity that existed before the conversion.
(b)
When a conversion takes effect:
(1)
All property owned by the converting partnership or limited partnership remains vested in the converted entity;
(2)
All obligations of the converting partnership or limited partnership continue as obligations of the converted entity; and
(3)
An action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 9 - CONVERSIONS AND MERGERS (§§ 61-1-901 — 61-1-908) › Section 61-1-905 - Merger of partnerships

(a)
Pursuant to a plan of merger approved as provided in subsection (c), a partnership may be merged with one (1) or more partnerships or limited partnerships.
(b)
The plan of merger must set forth:
(1)
The name of each partnership or limited partnership that is a party to the merger;
(2)
The name of the surviving entity into which the other partnership or limited partnerships will merge;
(3)
Whether the surviving entity is a partnership or a limited partnership and the status of each partner;
(4)
The terms and conditions of the merger;
(5)
The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part; and
(6)
The street address of the surviving entity's chief executive office.
(c)
The plan of merger must be approved:
(1)
In the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and
(2)
In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.
(d)
After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
(e)
The merger takes effect on the later of:
(1)
The approval of the plan of merger by all parties to the merger, as provided in subsection (c);
(2)
The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or
(3)
Any effective date specified in the plan of merger.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 9 - CONVERSIONS AND MERGERS (§§ 61-1-901 — 61-1-908) › Section 61-1-907 - Statement of merger

(a)
After a merger, the surviving partnership or limited partnership may file a statement that one (1) or more partnerships or limited partnerships have merged into the surviving entity.
(b)
A statement of merger must contain:
(1)
The name of each partnership or limited partnership that is a party to the merger;
(2)
The name of the surviving entity into which the other partnerships or limited partnership were merged;
(3)
The street address of the surviving entity's chief executive office (and a mailing address such as a post office box if the United States postal service does not deliver to the chief executive office) and of an office in this state, if any; and
(4)
Whether the surviving entity is a partnership or a limited partnership.
(c)
Except as otherwise provided in subsection (d), for the purposes of §
61-1-302
, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.
(d)
For the purposes of §
61-1-302
, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.
(e)
A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to §
61-1-105(c)
, stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (b), operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (c) and (d).
Amended by 2014 Tenn. Acts, ch. 783,s 18, eff. 7/1/2014.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 9 - CONVERSIONS AND MERGERS (§§ 61-1-901 — 61-1-908) › Section 61-1-908 - Nonexclusive

This part is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 10 - LIMITED LIABILITY PARTNERSHIP (§§ 61-1-1001 — 61-1-1006) › Section 61-1-1005 - Professional registered limited liability partnerships

Notwithstanding any other law, a partnership engaged in the rendering of professional services may register as a registered limited liability partnership subject to the laws and regulations governing the provision of professional services by partnerships and such other terms and conditions imposed by its governing professional licensing authority. Nothing in this section shall affect the authority of professional licensing authorities, including the state supreme court, to regulate the practice of the professions.
Acts 1995, ch. 400, § 10; 2001, ch. 353; T.C.A. § 61-1-147.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 10 - LIMITED LIABILITY PARTNERSHIP (§§ 61-1-1001 — 61-1-1006) › Section 61-1-1006 - Certificate of existence

(a)
Any person may apply to the secretary of state to furnish a certificate of existence for a domestic registered limited liability partnership or a certificate of registration for a foreign registered limited liability partnership registered to transact business in this state.
(b)
A certificate of existence or registration sets forth:
(1)
The domestic registered limited liability partnership's name or the foreign registered limited liability partnership's name used in this state;
(2)
That:
(A)
The domestic registered limited liability partnership is a limited liability partnership registered under the laws of this state, and the effective date of the filing of its initial application for registration as a registered limited liability partnership; or
(B)
The foreign registered limited liability partnership is a limited liability 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 registration of the domestic or foreign registered limited liability partnership;
(4)
Whether or not the registration of a domestic or foreign registered limited liability partnership as such remains effective;
(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 registered limited liability partnership is registered as a domestic registered limited liability partnership or is registered to transact business in this state as a foreign registered limited liability partnership and is in good standing as far as the records of the secretary of state show.
Acts 2010, ch. 742, § 10.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 12 - MISCELLANEOUS PROVISIONS (§§ 61-1-1201 — 61-1-1208) › Section 61-1-1201 - Uniformity of application and construction

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 12 - MISCELLANEOUS PROVISIONS (§§ 61-1-1201 — 61-1-1208) › Section 61-1-1202 - Short title

This chapter may be cited as the "Uniform Partnership Act."
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 12 - MISCELLANEOUS PROVISIONS (§§ 61-1-1201 — 61-1-1208) › Section 61-1-1203 - Severability clause

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 12 - MISCELLANEOUS PROVISIONS (§§ 61-1-1201 — 61-1-1208) › Section 61-1-1204 - Effective date

This chapter takes effect on January 1, 2002, the public welfare requiring it.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 12 - MISCELLANEOUS PROVISIONS (§§ 61-1-1201 — 61-1-1208) › Section 61-1-1205 - Repeals

Effective January 1, 2002, the following acts and parts of acts are repealed: §§
61-1-101
through and including 61-1-142 of the Uniform Partnership Act as enacted in this state, as amended and in effect immediately before January 1, 2002.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 12 - MISCELLANEOUS PROVISIONS (§§ 61-1-1201 — 61-1-1208) › Section 61-1-1206 - Applicability

(a)
Before January 1, 2002, this chapter governs only a partnership formed:
(1)
After January 1, 2002, unless that partnership is continuing the business of a dissolved partnership under §
61-1-129
of the prior Uniform Partnership Act; and
(2)
Before January 1, 2002, that elects, as provided by subsection (c), to be governed by this chapter.
(b)
After January 1, 2002, this chapter governs all partnerships.
(c)
Before January 1, 2002, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this chapter. The provisions of this chapter relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who had done business with the partnership within one (1) year preceding the partnership's election to be governed by this act, only if the third party knows or has received a notification of the partnership's election to be governed by this chapter.
Acts 2001, ch. 353.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 1 - REVISED UNIFORM PARTNERSHIP ACT (§§ 61-1-101 — 61-1-1208) › Part 12 - MISCELLANEOUS PROVISIONS (§§ 61-1-1201 — 61-1-1208) › Section 61-1-1207 - Savings clause

This chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect.
Acts 2001, ch. 353.
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 1 - GENERAL PROVISIONS (§§ 61-2-101 — 61-2-109) › Section 61-2-102 - Name of partnership

The name of each limited partnership as set forth in its certificate of limited partnership:
(1)
Shall contain the words "Limited Partnership" or the abbreviation "L.P.";
(2)
May contain the words "association," "club," "company," "foundation," "fund," "institute," "society," "union," "syndicate," "limited," "trust," or abbreviations of like import, but shall not contain the words "corporation" or "incorporated" or abbreviations of like import;
(3)
May contain the name of a partner; and
(4)
(A)
Except as authorized by subdivision (4)(B), must be such as to distinguish it upon the records of the secretary of state from the respective names of or for every other entity, whether true, assumed, reserved or registered, to the extent the use or reservation of such names is evidenced by a filing with the secretary of state under applicable law;
(B)
A limited partnership, or person acting on behalf of a limited partnership not yet registered, may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from one (1) or more of the names described in subdivision (4)(A). The secretary of state shall authorize use of the indistinguishable name applied for, if:
(i)
The person holding the right to use the previously filed name described in subdivision (4)(A) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant;
(ii)
The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state; or
(iii)
The person holding the right to use the previously filed name described in subdivision (4)(A) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 4, 5; 1994, ch. 868, §§ 10, 11; 2010, ch. 743, §§ 11, 12.
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 1 - GENERAL PROVISIONS (§§ 61-2-101 — 61-2-109) › Section 61-2-103 - Reservation of name

(a)
The exclusive right to the use of a name may be reserved by:
(1)
Any person intending to organize a limited partnership under this chapter and to adopt that name;
(2)
Any domestic limited partnership or any foreign limited partnership registered in the state of Tennessee which, in either case, intends to adopt that name;
(3)
Any foreign limited partnership intending to register in the state of Tennessee and to adopt that name; and
(4)
Any person intending to organize a foreign limited partnership and intending to have it registered in the state of Tennessee and to adopt that name.
(b)
The reservation of a specified name shall be made by a person filing with the secretary of state an application, executed by the applicant, which may be either a signed copy, specifying the name to be reserved and the name and address of the applicant. If the secretary of state finds that the name applied for meets the requirements of §
61-2-102
and is available for use by a domestic or foreign limited partnership, he shall reserve the name for the applicant's exclusive use for a nonrenewable four-month period. The right to the exclusive use of a reserved name may be transferred to any other person by filing with the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved, specifying the name to be transferred and the name and address of the transferee. The reservation of a specified name may be cancelled by filing with the secretary of state a notice, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 6.