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 1 - GENERAL PROVISIONS (§§ 61-2-101 — 61-2-109) › Section 61-2-104 - Registered office - Registered agent

(a)
Each limited partnership must continuously maintain in this state:
(1)
A registered office, which may but need not be a place of its business in this state; and
(2)
A registered agent who maintains an office at the same street address as the registered office, and who may be:
(A)
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; or
(B)
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.
(b)
A limited partnership may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:
(1)
The name of the 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 such office, and the county in which the office is located;
(4)
The name of its current registered agent;
(5)
If the current registered agent is to be changed, the name of the new registered agent; and
(6)
That after the change or changes are made, the street address of its registered office and the business office of its registered agent will be identical.
(c)
If a registered agent changes the street address of his business office, he may change the street address of the registered office of any limited partnership for which he is the registered agent by notifying the limited partnership in writing of the change and signing (either manually or in facsimile) and delivering to the secretary of state for filing a statement that complies with the requirements of subsection (b) and recites that the limited partnership has been notified of the change.
(d)
A registered agent may resign his agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by his certification that he has mailed a copy thereof to the principal office of the limited partnership by certified mail. The statement may include a statement that the registered office is also discontinued. 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.
(e)
If a registered agent resigns or is unable to perform his duties, the designating limited partnership shall promptly designate another registered agent to the end that it shall at all times have a registered agent in this state.
Amended by 2023 Tenn. Acts, ch. 102,s 8, eff. 7/1/2023.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 7.
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 61-2-105 - Service on partnership generally

(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)
Whenever a domestic or foreign limited partnership authorized to do business in this state fails to appoint or maintain a registered agent in this state, whenever its registered agent cannot be found with reasonable diligence, whenever a foreign limited partnership shall transact business or conduct affairs in this state without first submitting an application for registration with the secretary of state, or whenever the registration of a foreign limited partnership shall have been cancelled, then the secretary of state shall be an agent of such limited partnership upon whom any such process, notice or demand may be served.
(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 such limited partnership is, for the purpose of such workers' compensation, self-insured or a part of a self-insurance pool as provided in title 50, chapter 6, part 4, such limited partnership shall, for workers' compensation actions only, be required to appoint the commissioner of commerce and insurance and his 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 §
56-2-103
.
(d)
This section does not prescribe the only means, or necessarily the required means, of serving a limited partnership.
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 1 - GENERAL PROVISIONS (§§ 61-2-101 — 61-2-109) › Section 61-2-107 - Business permitted

A limited partnership may carry on any business that a partnership without limited partners may carry on, unless otherwise prohibited by law.
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 1 - GENERAL PROVISIONS (§§ 61-2-101 — 61-2-109) › Section 61-2-108 - Rights and obligations of partner

Except as provided in the partnership agreement, a partner may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume one (1) or more specific obligations of, provide collateral for, and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 9.
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 2 - CERTIFICATE OF LIMITED PARTNERSHIP (§§ 61-2-201 — 61-2-211) › Section 61-2-201 - Execution and filing of certificate of limited partnership

(a)
In order to form a limited partnership, one (1) or more persons, but not less than all of the general partners, must execute a certificate of limited partnership. A certificate of limited partnership must be filed with the secretary of state, in the manner and form prescribed by the secretary of state, and set forth:
(1)
The name of the limited partnership;
(2)
The street address and zip code of the limited partnership's initial registered office, the county in which the office is located, and the name of its initial registered agent at that office as required to be maintained by §
61-2-104
;
(3)
The street address and zip code of the principal office of the limited partnership, and a mailing address such as a post office box if the United States postal service does not deliver to the principal office;
(4)
The name and the business, residence, or mailing address of each general partner;
(5)
Any other matters not inconsistent with the partnership agreement that the partners determined to include; and
(6)
Any additional information required by the secretary of state.
(b)
The partnership agreement shall not be filed.
(c)
A limited partnership is formed at the time of the filing of the initial certificate of limited partnership with the secretary of state or at any later date or time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section. A limited partnership shall have a term of fifty (50) years unless the certificate of limited partnership provides otherwise.
Amended by 2020 Tenn. Acts, ch. 719, s 27, eff. 6/22/2020.
Amended by 2014 Tenn. Acts, ch. 783, s 22, eff. 7/1/2014.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 10; 1997 , ch. 38, § 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 2 - CERTIFICATE OF LIMITED PARTNERSHIP (§§ 61-2-201 — 61-2-211) › Section 61-2-202 - Amendment generally

(a)
A certificate of limited partnership is amended by filing a certificate of amendment thereto with the secretary of state. A certificate of amendment shall set forth:
(1)
The name of the limited partnership; and
(2)
The amendment to the certificate.
(b)
A general partner who becomes aware that any statement in a certificate of limited partnership was false when made, or that any matter described in a certificate of limited partnership has changed, making the certificate false in any material respect, shall promptly amend the certificate.
(c)
Notwithstanding the requirements of subsection (b), no later than sixty (60) days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed by a general partner:
(1)
The admission of a new general partner;
(2)
The withdrawal of a general partner; or
(3)
A change in the name of the limited partnership or a change in the address of the limited partnership's principal office.
(d)
A change in the address of the registered office or a change in the name of the registered agent of the limited partnership can be made by filing a certificate of amendment pursuant to this section or by filing a statement of change pursuant to §
61-2-104(b) and (c)
. The change must be filed no later than sixty (60) days after the registered office or registered agent changes.
(e)
A certificate of limited partnership may be amended at any time for any other proper purpose that the general partners may determine.
(f)
Unless otherwise provided in this chapter or in the certificate of amendment, a certificate of amendment shall be effective at the time of its filing with the secretary of state.
(g)
If, after the dissolution of a limited partnership, but prior to the filing of a certificate of cancellation as provided in §
61-2-203
:
(1)
A certificate of limited partnership has been amended to reflect the withdrawal of all general partners of a limited partnership, the certificate of limited partnership shall be amended to set forth the name and the business, residence or mailing address of each person winding up the limited partnership's affairs, each of whom shall execute and file such certificate of amendment, and each of whom shall not be subject to liability as a general partner by reason of such amendment; or
(2)
A person shown on a certificate of limited partnership as a general partner is not winding up the limited partnership's affairs, the certificate of limited partnership shall be amended to add the name and the business, residence or mailing address of each person winding up the limited partnership's affairs, each of whom shall execute and file such certificate of amendment, and each of whom shall not be subject to liability as a general partner by reason of such amendment.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 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 2 - CERTIFICATE OF LIMITED PARTNERSHIP (§§ 61-2-201 — 61-2-211) › Section 61-2-203 - Cancellation generally - Continuation of limited partnership after cancellation of certificate

(a)
A certificate of limited partnership shall be cancelled upon the dissolution and the completion of winding up of the limited partnership or at any other time there are no limited partners.
(b)
A certificate of cancellation shall be filed with the secretary of state and set forth:
(1)
The name of the limited partnership;
(2)
The date of filing of its certificate of limited partnership;
(3)
The reason for filing the certificate of cancellation;
(4)
The future effective date or time (which shall be a date or time certain) of cancellation if it is not to be effective upon the filing of the certificate; and
(5)
Any other information which the person filing the certificate of cancellation determines necessary to include.
(c)
The secretary of state shall file the certificate of cancellation if the secretary of state finds that the certificate of cancellation:
(1)
Complies with subsection (b); and
(2)
Is accompanied by a tax clearance for termination or withdrawal relative to such limited partnership; provided, however, that a confirmation of good standing shall be required in lieu of the tax clearance for termination or withdrawal if the limited partnership indicates in the certificate of cancellation that the limited partnership is converting to another entity type.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 13; 1999, ch. 363, § 1; 2009 , ch. 354, § 2; 2010 , ch. 741, § 53.
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 2 - CERTIFICATE OF LIMITED PARTNERSHIP (§§ 61-2-201 — 61-2-211) › Section 61-2-204 - Execution generally

(a)
Each certificate required by this part to be filed with the secretary of state shall be executed in the following manner:
(1)
An initial certificate of limited partnership must be signed by all general partners;
(2)
A certificate of amendment must be signed by at least one (1) general partner and by each other general partner designated in the certificate of amendment as a new general partner, but if the certificate of amendment reflects the withdrawal of a general partner as a general partner, it need not be signed by that former general partner;
(3)
A certificate of cancellation must be signed by all general partners or, if the general partners are not winding up the limited partnership's affairs, then by all liquidating trustees; provided, however, that if the limited partners are winding up the limited partnership's affairs, a certificate of cancellation need be signed only by a majority of the limited partners;
(4)
If a domestic limited partnership is filing a certificate of merger, the certificate of merger must be signed by at least one (1) general partner of the domestic limited partnership, or if the certificate of merger is being filed by an other business entity (as defined in §
61-2-211(a)
), the certificate of merger must be signed by a person authorized by such other business entity; and
(5)
All other certificates must be signed by at least one (1) general partner.
(b)
Unless otherwise provided in the partnership agreement, any person may sign any certificate or amendment thereof or enter into a partnership agreement or amendment thereof by an agent, including an attorney-in-fact. An authorization, including a power of attorney, to sign any certificate or amendment thereof or to enter into a partnership agreement or amendment thereof must be in writing, but need not be sworn to, verified or acknowledged, and need not be filed in the office of the secretary of state, but if in writing, must be retained by a general partner.
(c)
The execution of a certificate by a general partner constitutes an oath or affirmation, under the penalties of perjury, that, to the best of the general partner's knowledge and belief, the facts stated therein are true.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 14-18; 2011, ch. 99, § 20.
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 2 - CERTIFICATE OF LIMITED PARTNERSHIP (§§ 61-2-201 — 61-2-211) › Section 61-2-205 - Execution, amendment, or cancellation by court order

(a)
If a person required by §
61-2-204
to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition a court of record to direct the execution of the certificate. If the court finds that the execution of the certificate is proper and that any person so designated has failed or refused to execute the certificate, it shall order the secretary of state to record an appropriate certificate.
(b)
If a person required to execute a partnership agreement, amendment or cancellation thereof fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the court of record to direct the execution of the partnership agreement, amendment or cancellation thereof. If the court finds that the partnership agreement, amendment or cancellation thereof should be executed and that any person so designated has failed or refused to do so, it shall enter an order granting appropriate relief.
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 2 - CERTIFICATE OF LIMITED PARTNERSHIP (§§ 61-2-201 — 61-2-211) › Section 61-2-206 - Filing - Recording - Fee

(a)
The original signed copy of the certificate of limited partnership and of any certificate of amendment or cancellation (or of any judicial decree of amendment or cancellation) and of any certificate of merger or consolidation and of any restated certificate shall be filed with the secretary of state in accordance with part 11 of this chapter.
(b)
Each certificate required by this part to be filed with the secretary of state shall also be recorded in the office of the register of deeds in the county in which the limited partnership is to have its principal office if such principal office is in Tennessee; provided, however, that when such certificate is filed by the secretary of state, the matters covered by such certificate shall be effective as stated therein, and a copy of such certificate certified by the secretary of state shall be conclusive evidence of the matters covered therein. The register of deeds may charge five dollars ($5.00) plus fifty cents (50¢) per page in excess of five (5) pages for such filing.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 19, 20.
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 2 - CERTIFICATE OF LIMITED PARTNERSHIP (§§ 61-2-201 — 61-2-211) › Section 61-2-207 - Liability for false statement

(a)
If any certificate of limited partnership or certificate of amendment or cancellation contains a materially false statement, one who suffers loss by reasonable reliance on the statement may recover damages for the loss from:
(1)
Any general partner who executes the certificate and knew or should have known the statement to be false in any material respect at the time the certificate was executed; and
(2)
Any general partner who thereafter knows that any arrangement or other fact described in the certificate is false in any material respect or has changed, making the statement false in any material respect, if that general partner had sufficient time to amend or cancel the certificate, or to file a petition for its amendment or cancellation, before the statement was reasonably relied upon.
(b)
No general partner shall have any liability for failing to cause the amendment or cancellation of a certificate to be filed or failing to file a petition for its amendment or cancellation pursuant to subsection (a) if the certificate of amendment, certificate of cancellation or petition is filed within ninety (90) days of when that general partner knew or should have known that the statement in the certificate was false in any material respect.
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 2 - CERTIFICATE OF LIMITED PARTNERSHIP (§§ 61-2-201 — 61-2-211) › Section 61-2-208 - Notice

The fact that a certificate of limited partnership is on file with the secretary of state is notice that the partnership is a limited partnership and is notice of all other facts set forth therein which are required to be set forth in a certificate of limited partnership by §
61-2-201(a)(1)-(4)
and by §
61-2-202(g)
.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 21; 2011, ch. 99, § 21.
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 2 - CERTIFICATE OF LIMITED PARTNERSHIP (§§ 61-2-201 — 61-2-211) › Section 61-2-209 - Delivery to partners

Upon the return by the secretary of state pursuant to §
61-2-1106
of a certificate marked "Filed," the general partners shall promptly deliver or mail a copy of the certificate to each limited partner, if the partnership agreement so requires.
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 3 - LIMITED PARTNERS (§§ 61-2-301 — 61-2-304) › Section 61-2-301 - Admission of limited partners

(a)
In connection with the formation of a limited partnership, a person acquiring a partnership interest as a limited partner is admitted as a limited partner of the limited partnership upon the latter to occur of:
(1)
The formation of the limited partnership; or
(2)
The time provided in and upon compliance with the partnership agreement or, if the partnership agreement does not so provide, when the person's admission is reflected in the records of the limited partnership.
(b)
After the formation of a limited partnership, a person acquiring a partnership interest as a limited partner is admitted as a limited partner of the limited partnership:
(1)
In the case of a person acquiring a partnership interest directly from the limited partnership, at the time provided in and upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the consent of all partners and when the person's admission is reflected in the records of the limited partnership; or
(2)
In the case of an assignee of a partnership interest, as provided in §
61-2-704
and at the time provided in and upon compliance with the partnership agreement or, if the partnership agreement does not so provide, when any such person's permitted admission is reflected in the records of the limited partnership.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 26.
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 3 - LIMITED PARTNERS (§§ 61-2-301 — 61-2-304) › Section 61-2-303 - Person believed to be limited partner

(a)
Except as provided in subsection (b), a person who makes a contribution to a partnership and erroneously but in good faith believes that he has become a limited partner in the partnership is not a general partner in the partnership and is not bound by its obligations by reason of making the contribution, receiving distributions from the partnership or exercising any rights of a limited partner, if, within a reasonable time after ascertaining the mistake:
(1)
In the case of a person who wishes to be a limited partner, he causes, if applicable, a certificate of amendment withdrawing him as a general partner to be executed and filed with the office of the secretary of state and has his interest as a limited partner properly recorded, in the limited partnership's records as required by law and the partnership agreement;
(2)
In the case of a person who wishes to withdraw from the partnership, he takes such action as may be necessary to withdraw.
(b)
A person who makes a contribution under the circumstances described in subsection (a) is liable as a general partner to any third party who transacts business with the partnership prior to the occurrence of either of the events referred to in subsection (a):
(1)
If such person knew or should have known either that no certificate has been filed or that the certificate inaccurately refers to him as a general partner; and
(2)
If the third party actually believed in good faith that such person was a general partner at the time of the transaction, acted in reasonable reliance on such belief and extended credit to the partnership in reasonable reliance on the credit of such person.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 38.
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 3 - LIMITED PARTNERS (§§ 61-2-301 — 61-2-304) › Section 61-2-304 - Right to information

(a)
Any person shall have the right to examine the current list of the names and addresses of all general and limited partners of any partnership formed under this chapter at the registered office of the partnership during reasonable business hours, and, upon payment of reasonable costs of duplication, to make a copy thereof.
(b)
Each limited partner has the right, subject to such reasonable standards (including standards governing what information and documents are to be furnished, at what time and location and at whose expense) as may be set forth in the partnership agreement or otherwise established by the general partners, to obtain from the general partners, from time to time, upon reasonable demand for any purpose reasonably related to the limited partner's interest as a limited partner:
(1)
True and full information regarding the status of the business and financial condition of the limited partnership;
(2)
Promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year;
(3)
A current list of the name and last known business, residence or mailing address of each partner;
(4)
A copy of any written partnership agreement and certificate of limited partnership and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which the partnership agreement and any certificate and all amendments thereto have been executed;
(5)
True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each partner and which each partner has agreed to contribute in the future, and the date on which each became a partner; and
(6)
Other information regarding the affairs of the limited partnership as is just and reasonable.
(c)
A general partner shall have the right to keep confidential from limited partners for such period of time as the general partner deems reasonable, any information which the general partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the general partner in good faith believes is not in the best interest of the limited partnership or could damage the limited partnership or its business or which the limited partnership is required by law or by agreement with a third party to keep confidential.
(d)
A limited partnership may maintain its records in other than a written form if such form is capable of conversion into written form within a reasonable time.
(e)
Any demand under this section shall be in writing and shall state the purpose of such demand.
(f)
Any action to enforce any right arising under this section shall be brought in a court of record.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 39.
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 4 - GENERAL PARTNERS (§§ 61-2-401 — 61-2-406) › Section 61-2-401 - Additional partners

After the filing of a limited partnership's initial certificate of limited partnership, unless otherwise provided in the partnership agreement, additional general partners may be admitted only with the approval of all partners.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 41.
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 4 - GENERAL PARTNERS (§§ 61-2-401 — 61-2-406) › Section 61-2-403 - Rights and powers - Liabilities

(a)
Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.
(b)
Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
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 4 - GENERAL PARTNERS (§§ 61-2-401 — 61-2-406) › Section 61-2-404 - Contributions - Share of profits, etc

A general partner of a limited partnership may make contributions to the limited partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner, and, except as provided in the partnership agreement, also has the rights and powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner.
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 4 - GENERAL PARTNERS (§§ 61-2-401 — 61-2-406) › Section 61-2-405 - Discharge of duties - Liability

(a)
A general partner shall discharge his duties as a partner, including his duties as a member of a committee:
(1)
In good faith;
(2)
With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3)
In a manner he reasonably believes to be in the best interest of the partnership.
(b)
In discharging his duties, a general partner is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
(1)
One (1) or more officers or employees of the partnership whom the general partner reasonably believes to be reliable and competent in the matters presented;
(2)
Legal counsel, public accountants or other persons as to matters the general partner reasonably believes are within the person's professional or expert competence; or
(3)
A committee of the partners of which he is not a member, if the general partner reasonably believes the committee merits confidence.
(c)
The general partner is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.
(d)
A general partner is not liable for any action taken as a partner, or any failure to take any action, if he performed the duties of his office in compliance with this section.
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 4 - GENERAL PARTNERS (§§ 61-2-401 — 61-2-406) › Section 61-2-406 - Conflict of interest

(a)
A conflict of interest transaction is a transaction with the partnership in which a general partner of the partnership has a direct or indirect interest. A conflict of interest transaction is not voidable by the partnership solely because of the general partner's interest in the transaction if any one (1) of the following is true:
(1)
The material facts of the transaction and the general partner's interest were disclosed or known to all the general partners and the transaction is authorized, approved or ratified by the affirmative vote of a majority of the general partners who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved or ratified under this section by a single general partner;
(2)
The material facts of the transaction and the general partner's interest were disclosed or known to a committee of not less than three (3) partners, none of whom have a direct or indirect interest in the transaction, and such committee authorized, approved or ratified the transaction;
(3)
The material facts of the transaction and the general partner's interest were disclosed or known to all disinterested partners and a majority of such disinterested partners authorized, approved or ratified the transaction; or
(4)
The transaction was fair to the partnership.
(b)
For purposes of this section, a general partner of the partnership has an indirect interest in a transaction if, but not only if, another entity in which he has a material financial interest or of which he is a director, officer, trustee or partner is a party to the transaction.
(c)
For purposes of subdivision (a)(3), votes of partners who have a direct or indirect interest in a transaction or votes of those under the control of an entity described in subsection (b), may not be counted in a vote of partners to determine whether to authorize, approve or ratify a conflict of interest transaction under subdivision (a)(3). The votes of those partners, however, shall be counted in determining whether the transaction is approved under other sections of this title. A majority of the partners, whether or not present, that are entitled to vote on the transaction under this subsection (c) constitutes a quorum for the purpose of taking action under this section.
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 5 - CONTRIBUTION (§§ 61-2-501 — 61-2-504) › Section 61-2-501 - Form

The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
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 5 - CONTRIBUTION (§§ 61-2-501 — 61-2-504) › Section 61-2-502 - Obligation of partner - Failure to contribute

(a)
Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the agreed value (as stated in the records of the limited partnership) of the contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited partnership may have against such partner under the partnership agreement or applicable law.
(b)
Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit after the entering into of a partnership agreement or an amendment thereto which, in either case, reflects the obligation, and before the amendment thereof to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a partner to make a contribution or return. A conditional obligation of a partner to make a contribution or return money or other property to a limited partnership may not be enforced unless the conditions to the obligation have been satisfied or waived as to or by such partner. Conditional obligations include contributions payable upon a discretionary call of a limited partnership or a general partner prior to the time the call occurs.
(c)
A partnership agreement may provide that the interest of any partner who fails to make any contribution that he is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of:
(1)
Reducing or eliminating the defaulting partner's proportionate interest in the limited partnership;
(2)
Subordinating his partnership interest to that of nondefaulting partners;
(3)
A forced sale of his partnership interest;
(4)
Forfeiture of his partnership interest;
(5)
The lending by other partners of the amount necessary to meet his commitment;
(6)
A fixing of the value of his partnership interest by appraisal or by formula and redemption or sale of his partnership interest at such value; or
(7)
Other penalty or consequence.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 48-51.
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 5 - CONTRIBUTION (§§ 61-2-501 — 61-2-504) › Section 61-2-503 - Allocation of profits and losses

The profits and losses of a limited partnership shall be allocated among the partners, and among classes or groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, profits and losses shall be allocated on the basis of the agreed value (as stated in the records of the limited partnership) of the contributions made by each partner to the extent they have been received by the limited partnership and have not been returned.
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 5 - CONTRIBUTION (§§ 61-2-501 — 61-2-504) › Section 61-2-504 - Allocation of distributions

Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes or groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, distribution shall be made on the basis of the agreed value (as stated in the records of the limited partnership) of the contributions made by each partner to the extent they have been received by the limited partnership and have not been returned.
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 6 - DISTRIBUTIONS AND WITHDRAWAL (§§ 61-2-601 — 61-2-609) › Section 61-2-601 - Interim distributions

Except as provided in this part, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement.
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 6 - DISTRIBUTIONS AND WITHDRAWAL (§§ 61-2-601 — 61-2-609) › Section 61-2-602 - Withdrawal of general partner

A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him, in addition to any remedies otherwise available under applicable law.
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 6 - DISTRIBUTIONS AND WITHDRAWAL (§§ 61-2-601 — 61-2-609) › Section 61-2-603 - Withdrawal of limited partner

A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in the partnership agreement and in accordance with the partnership agreement.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 52; 1997, ch. 199, § 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 6 - DISTRIBUTIONS AND WITHDRAWAL (§§ 61-2-601 — 61-2-609) › Section 61-2-604 - Distribution upon withdrawal

Except as provided in this part, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the partnership agreement, he is entitled to receive, within a reasonable time after withdrawal, the fair value of his interest in the limited partnership as of the date of withdrawal based upon his right to share in distributions from the limited partnership.
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 6 - DISTRIBUTIONS AND WITHDRAWAL (§§ 61-2-601 — 61-2-609) › Section 61-2-605 - Distribution in kind

Except as provided in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset, which is equal to the percentage in which he shares in distributions from the limited partnership.
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 6 - DISTRIBUTIONS AND WITHDRAWAL (§§ 61-2-601 — 61-2-609) › Section 61-2-606 - Right to distribution

Subject to §§
61-2-607
and
61-2-804
, and unless otherwise provided in the partnership agreement, at the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. A partnership agreement may provide for the establishment of a record date with respect to allocations and distributions by a limited partnership.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 53, 54.
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 6 - DISTRIBUTIONS AND WITHDRAWAL (§§ 61-2-601 — 61-2-609) › Section 61-2-607 - Limitations on distribution

(a)
A limited partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests and liabilities for which the recourse of creditors is limited to specified property of the limited partnership, exceed the fair value of the assets of the limited partnership, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the limited partnership only to the extent that the fair value of that property exceeds that liability.
(b)
A limited partner who receives a distribution in violation of subsection (a), and who knew at the time of the distribution that the distribution violated subsection (a), shall be liable to the limited partnership for the amount of the distribution. A limited partner who receives a distribution in violation of subsection (a), and who did not know at the time of the distribution that the distribution violated subsection (a), shall not be liable for the amount of the distribution. Subject to subsection (c), this subsection (b) shall not affect any obligation or liability of a limited partner under a partnership agreement or other applicable law for the amount of a distribution.
(c)
Unless otherwise agreed, a limited partner who receives a distribution from a limited partnership shall have no liability under this chapter or other applicable law for the amount of the distribution after the expiration of three (3) years from the date of the distribution.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 55.
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 6 - DISTRIBUTIONS AND WITHDRAWAL (§§ 61-2-601 — 61-2-609) › Section 61-2-608 - Priority between limited partners

Where there are several limited partners, the members may agree that one (1) or more of the limited partners shall have a priority over other limited partners as to the return of their contributions, as to their compensation by way of income, or as to any other matter. If such an agreement is made, it shall be stated in the partnership agreement, and in the absence of such a statement, all the limited partners shall stand upon equal footing.
Acts 1988, ch. 922, § 1; T.C.A., §
61-2-609
; Acts 1989, ch. 270, § 56.