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 61-3-101 - Definitions

As used in this chapter:
(1)
"Active and in good standing as reflected in the records of the secretary of state" means a corporation, limited liability company, or partnership that is in existence, registered or authorized to transact business in this state as reflected in the records of the secretary of state; and in the case of a corporation, limited liability company, limited liability partnership, or limited partnership, such entity is in good standing with the department of revenue;
(2)
"Assumed name" means any name used by a domestic limited partnership or foreign limited partnership, other than the limited partnership's true name;
(3)
"Certificate of limited partnership":
(A)
Means the certificate required by §
61-3-201
; and
(B)
Includes the certificate as amended or restated;
(4)
"Contribution," except when used in the phrase "right of contribution", means property or a benefit described in §
61-3-501
that is provided by a person to a limited partnership to become a partner or in the person's capacity as a partner;
(5)
"Debtor in bankruptcy" means a person that is the subject of:
(A)
An order for relief under
11 U.S.C. § 101
et seq. or a comparable order under a successor statute of general application; or
(B)
A comparable order under federal, state, or foreign law governing insolvency;
(6)
"Distribution":
(A)
Means a direct or indirect transfer of money or other property by a limited partnership, except for the issuance of its own partnership interests, with or without consideration, or an incurrence or issuance of indebtedness, whether directly or indirectly, including through a guaranty to or for the benefit of any of its partners in respect of partnership interests;
(B)
Includes interim distribution or a liquidation distribution; a purchase, redemption, or other acquisition of its partnership interests; of a distribution indebtedness, which includes the incurrence of indebtedness, whether directly or indirectly, including through a guaranty, for the benefit of the limited partnership's partners; or any other transaction;
(C)
Does not mean amounts paid to or for the benefit of partners as compensation or benefits for services rendered by the partners in their capacities as partners, agents, or independent contractors;
(7)
"Foreign limited liability limited partnership" means a foreign limited partnership whose general partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to §
61-3-404(c)
;
(8)
"Foreign limited partnership":
(A)
Means an unincorporated entity formed under the laws of a jurisdiction other than this state that would be a limited partnership if formed under the laws of this state; and
(B)
Includes a foreign limited liability limited partnership;
(9)
"General partner" means a person that:
(A)
Has become a general partner under §
61-3-401
or was a general partner in a partnership when the partnership became subject to this chapter; and
(B)
Has not dissociated as a general partner under §
61-3-603
;
(10)
"Good standing with the department of revenue" means the secretary of state has received and verified through electronic confirmation or a certificate of tax clearance issued by the commissioner of revenue that a corporation, limited liability company, limited liability partnership, or limited partnership is current on all fees, taxes, and penalties to the satisfaction of the commissioner;
(11)
"Jurisdiction," used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country;
(12)
"Jurisdiction of formation" means the jurisdiction whose laws govern the internal affairs of an entity;
(13)
"Letter of good standing from the department of revenue" means a letter issued by the department of revenue that a corporation, limited liability company, limited liability partnership, or limited partnership is current on all fees, taxes, and penalties to the satisfaction of the commissioner;
(14)
"Limited liability limited partnership," except when used in the phrase "foreign limited liability limited partnership" and in part 11 of this chapter, means a limited partnership whose certificate of limited partnership states that the partnership is a limited liability limited partnership;
(15)
"Limited partner" means a person that:
(A)
Has become a limited partner under §
61-3-301
or was a limited partner in the partnership when the partnership became subject to this chapter; and
(B)
Has not been dissociated under §
61-3-601
;
(16)
"Limited partnership", except in the phrase "foreign limited partnership" and in part 11 of this chapter:
(A)
Means an entity formed under this chapter or which becomes subject to this chapter under part 11 of this chapter or §
61-3-1207
; and
(B)
Includes a limited liability limited partnership;
(17)
"Partner" means a limited partner or general partner;
(18)
"Partnership agreement":
(A)
Means the agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a limited partnership concerning the matters described in §
61-3-104(a)
; and
(B)
Includes the agreement as amended or restated;
(19)
"Person" means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity;
(20)
"Principal office" means the principal executive office of a limited partnership or foreign limited partnership, whether or not the office is located in this state;
(21)
"Property" means all property, whether real, personal, mixed, or tangible or intangible, or any right or interest in such property;
(22)
"Record," when used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form;
(23)
"Registered agent":
(A)
Means an agent of a limited partnership or foreign limited partnership who is authorized to receive service of process or notice required or permitted by law to be served on the partnership, and who maintains an office at the same street address as the registered office; and
(B)
Includes:
(i)
An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership. The registered agent shall maintain an office at the same street address as the registered office; and
(ii)
A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state. The registered agent shall maintain an office at the same street address as the registered office;
(24)
"Registered foreign limited partnership" means a foreign limited partnership that is registered to do business in this state pursuant to a statement of registration filed by the secretary of state;
(25)
"Required information" means the information that a limited partnership is required to maintain under §
61-3-107
;
(26)
"Sign" means, with present intent to authenticate or adopt a record:
(A)
To execute or adopt a tangible symbol; or
(B)
To attach to or logically associate with the record an electronic symbol, sound, or process;
(27)
"State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States; and
(28)
"Transfer" includes:
(A)
An assignment;
(B)
A conveyance;
(C)
A sale;
(D)
A lease;
(E)
An encumbrance, including a mortgage or security interest;
(F)
A gift; and
(G)
A transfer by operation of law.
Amended by 2023 Tenn. Acts, ch. 102, s 10, eff. 7/1/2023.
Amended by 2023 Tenn. Acts, ch. 96, s 1, eff. 7/1/2023.
Amended by 2018 Tenn. Acts, ch. 575, s 1, eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.