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 61-1-1004 - Activities outside the state - Foreign registered limited liability partnership

(a)
A partnership, including a registered limited liability partnership, formed and existing pursuant to an agreement governed by this chapter, may conduct its business, carry on its operations, and have and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or in any foreign country.
(b)
It is the intent of the general assembly that the legal existence of a registered limited liability partnership formed and existing pursuant to an agreement governed by this chapter be recognized outside the boundaries of this state and that the laws of this state governing such registered limited liability partnerships transacting business outside this state be granted the protection of full faith and credit under the Constitution of the United States.
(c)
The internal affairs of a partnership, including registered limited liability partnerships, formed and existing pursuant to an agreement governed by this chapter, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, shall be subject to and governed by the laws of this state.
(d)
Before transacting business in this state, a foreign registered limited liability partnership shall comply with any statutory or administrative registration or filing requirements governing the specific type of business in which the partnership is engaged, and file a notice with the secretary of state, on such forms as the secretary of state shall provide, stating:
(1)
The name of the partnership;
(2)
The jurisdiction the laws of which govern its partnership agreement and under which it is registered as a registered limited liability partnership;
(3)
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);
(4)
If the partnership's principal office is not located in this state, the address of an office in this state and the name and address of a registered agent for service of process in this state;
(5)
A brief statement of the business in which the partnership engages;
(6)
Any other information that the partnership determines to include; and
(7)
A statement that the partnership is a registered limited liability partnership. Such notice shall 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). Such notice shall be effective for two (2) years from the date of filing, after which time the partnership shall file a new notice.
(e)
It is the policy of this state that the internal affairs of foreign registered limited liability partnerships, and the liability of partners for debts, obligations and liabilities of or chargeable to partnerships, shall be subject to and governed by the laws of such other jurisdiction.
(f)
(1)
A foreign registered limited liability partnership registered to transact business in this state may withdraw from this state by filing with the office of the secretary of state a statement of withdrawal as a foreign registered limited liability partnership, which shall set forth the information stated in its most recent notice: that the foreign registered limited liability partnership is not transacting business in this state and that it surrenders its registration to transact business in this state; that the foreign registered limited liability partnership revokes the authority of its registered agent in this state to accept service of process and appoints the secretary of state as its agent for service of process in any action, suit, or proceeding based upon any cause of action arising during the time the foreign registered limited liability partnership was registered to transact business in this state; and a mailing address to which the secretary of state may mail a copy of any process served on the secretary of state in the capacity of agent for such registered limited liability partnership.
(2)
The statement of withdrawal as a foreign registered limited liability partnership shall be accompanied by a tax clearance for termination or withdrawal relative to such foreign registered limited liability partnership.
(g)
A foreign registered limited liability partnership may amend its notice by filing with the secretary of state a statement of amendment containing the name of the partnership, the address of its registered office in this state, and the amendment. The statement of amendment shall be accompanied by a fee of twenty dollars ($20.00).
(h)
The secretary of state may furnish upon request and payment of a fee of twenty dollars ($20.00) a certificate of good standing indicating that a foreign registered limited liability partnership has filed a notice pursuant to this section and is in good standing in this state as a foreign registered limited liability partnership.
(i)
If the secretary of state determines upon filing of the notice as provided in subsection (d), that a foreign registered limited liability partnership has been transacting business in this state without filing notice for a period of one (1) year or more, then the secretary of state shall also require that the foreign registered limited liability partnership submit a confirmation of good standing relative to such foreign registered limited liability partnership.
Amended by 2014 Tenn. Acts, ch. 783, s 20, eff. 7/1/2014.
Acts 1995, ch. 400, § 9; 1998, ch. 890, § 5; 2001, ch. 353; T.C.A., § 61-1-146; Acts 2010 , ch. 741, §§ 50, 51.