2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 8 - DISSOLUTION (§§ 61-3-801 — 61-3-815) › Section 61-3-802 - Winding Up

(a)
A dissolved limited partnership shall wind up its activities and affairs and, except as otherwise provided in §
61-3-803
, the partnership continues after dissolution only for the purpose of winding up.
(b)
In winding up its activities and affairs:
(1)
The limited partnership shall:
(A)
Deliver to the secretary of state for filing a statement of dissolution; and
(B)
Deliver to the secretary of state for filing a statement of termination stating:
(i)
The name of the limited partnership;
(ii)
A statement that the limited partnership's debts, obligations, and other liabilities are discharged;
(iii)
A statement that the limited partnership's activities and affairs are settled and closed;
(iv)
A statement that the limited partnership's assets are distributed; and
(v)
A statement that the limited partnership is terminated;
(2)
The limited partnership may:
(A)
Preserve the limited partnership's activities, affairs, and property as a going concern for a reasonable time;
(B)
Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;
(C)
Transfer the limited partnership's property;
(D)
Settle disputes by mediation or arbitration; and
(E)
Perform other acts necessary or appropriate to the winding up.
(c)
If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities and affairs may be appointed by the affirmative vote or consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective. A person appointed under this subsection (c):
(1)
Has the powers of a general partner under §
61-3-804
but is not liable for the debts, obligations, and other liabilities of the limited partnership solely by reason of having or exercising those powers or otherwise acting to wind up the dissolved limited partnership's activities and affairs; and
(2)
Shall promptly deliver to the secretary of state for filing an amendment to the limited partnership's certificate of limited partnership stating:
(A)
That the limited partnership does not have a general partner;
(B)
The name and street address, including the zip code, of the person appointed, and a mailing address such as a post office box if the United States postal service does not deliver mail to the street address of the person; and
(C)
That the person has been appointed pursuant to this subsection (c) to wind up the limited partnership.
(d)
On the application of a partner, the appropriate court may order judicial supervision of the winding up of a dissolved limited partnership, including the appointment of a person to wind up the limited partnership's activities and affairs, if:
(1)
The limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c); or
(2)
The applicant establishes other good cause.
Amended by 2018 Tenn. Acts, ch. 575,s 9, eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.