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 61-1-1001 - Application process - Registered limited liability partnership

(a)
To become a registered limited liability partnership, a partnership must file with the secretary of state an application stating the name of the partnership; the address of its principal office, and a mailing address such as a post office box if the United States postal service does not deliver to the principal office if the partnership's principal office is not located in this state; the address of a registered office and the name and address of a registered agent for service of process in this state, which the partnership is required to maintain; a brief statement of the business in which the partnership engages; other matters that the partnership determines to include; other information as required by the secretary of state; and that the partnership is applying for status as a registered limited liability partnership.
(b)
The application must be executed by one (1) or more partners authorized to execute an application. The registration of a general partnership or limited partnership as a registered limited liability partnership must be approved by a majority of the partners or as otherwise provided in the partnership agreement, or in the case of a limited partnership, by all of the partners, notwithstanding any provision to the contrary in the limited partnership agreement, unless such limited partnership was formed after July 1, 1995, and the original agreement of limited partnership provided for a conversion or a procedure of conversion of the limited partnership to a registered limited liability partnership without the consent of all partners, in which case the approval or procedure under the original limited partnership agreement shall be sufficient.
(c)
The application must be accompanied by a fee of fifty dollars ($50.00) for each partner on the date of filing, subject to a minimum of two hundred fifty dollars ($250) and a maximum of two thousand five hundred dollars ($2,500).
(d)
The secretary of state shall register as a registered limited liability partnership any partnership that submits a completed application with the required fee.
(e)
A partnership registered under this section shall pay, in each year following the year in which its application is filed, on a date specified by the secretary of state, an annual fee of fifty dollars ($50.00) for each partner on the date of filing, subject to a minimum of two hundred fifty dollars ($250) and a maximum of two thousand five hundred dollars ($2,500). The fee must be accompanied by a notice, on a form provided by the secretary of state, of any material changes in the information contained in the partnership's application for registration.
(f)
A partnership becomes a registered limited liability partnership at the time of the filing of the application, or at a later time as is specified in the application, if there has been substantial compliance with this chapter. Registration remains effective until:
(1)
The secretary of state files a written withdrawal statement or other similar document:
(A)
Executed and submitted by one (1) or more partners authorized to execute a withdrawal statement, which shall be accompanied by a fee of twenty dollars ($20.00); and
(B)
Accompanied by a tax clearance for termination confirmation of good standing by the department of revenue; or withdrawal relative to such registered limited liability partnership; or
(2)
Sixty (60) days after the secretary of state mails to the partnership at its last address of record a notice that the partnership has failed to make timely payment of the annual fee specified in subsection (e), unless the fee is paid within the sixty-day period.
(g)
The status of a partnership as a registered limited liability partnership and the liability of the partners of the partnership is not affected by:
(1)
Errors in the information stated in an application under subsection (a) or a notice under subsection (e); or
(2)
Changes after the filing of such an application or notice in the information stated in the application or notice.
(h)
The secretary of state may require specific forms and filing methods for documents filed under this chapter.
(i)
A partnership that registers as a registered limited liability partnership is not deemed to have dissolved as a result of such registration and is for all purposes the same partnership that existed before the registration and continues to be a partnership under the laws of this state.
(j)
If a registered limited liability partnership dissolves and the business of the partnership is continued without winding up or liquidation of the partnership affairs, the partnership that continues the business of the dissolved partnership is a registered limited liability partnership and is not required to file a new application and is deemed to have filed any documents required or permitted under this chapter which were filed by the predecessor partnership.
(k)
If a registered limited liability partnership dissolves and the business of the partnership is not continued, then during the wind up or liquidation period the partners of such partnership shall continue to be subject to §
61-1-306(c)-(f)
.
(l)
lf a partnership registers as a registered limited liability partnership, a partner (in the case of a general partnership), or a general partner (in the case of a limited partnership) remains liable for an obligation incurred by the partnership before the partnership registered as a registered limited liability partnership. The partner's liability for obligations and liabilities of the registered limited liability partnership incurred after registration is as provided in §
61-1-306
.
(m)
The fact that an application or notice is on file in the office of the secretary of state is notice that the partnership is a registered limited liability partnership and is notice of all other facts set forth in the application or notice.
(n)
A registered limited liability partnership may amend its registration by filing with the secretary of state a statement of amendment containing the name of the partnership, the address of its principal office or registered office in this state, and the amendment. The statement of amendment shall be accompanied by a fee of twenty dollars ($20.00).
(o)
The secretary of state may furnish, upon request and payment of a fee of twenty dollars ($20.00), a certificate of good standing indicating confirmation that a registered limited liability partnership is registered active and in good standing.
Amended by 2020 Tenn. Acts, ch. 719, Secs.s25, s26 eff. 6/22/2020.
Amended by 2018 Tenn. Acts, ch. 575, Secs.s 36, s 37, s 38, s 39, s 40 eff. 3/16/2018.
Amended by 2017 Tenn. Acts, ch. 440, s 2, eff. 1/1/2018.
Amended by 2014 Tenn. Acts, ch. 783, s 19, eff. 7/1/2014.
Acts 1995, ch. 400, § 9; 1998, ch. 890, § 5; 2001, ch. 353; T.C.A., § 61-1-143; Acts 2009 , ch. 354, § 1; 2010 , ch. 741, § 49.