reglab/statecodes huggingface dataset:
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 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND FILINGS (§§ 61-3-201 — 61-3-211) › Section 61-3-211 - Annual report for secretary of state

(a)
A limited partnership or registered foreign limited partnership shall deliver to the secretary of state for filing an annual report that states:
(1)
The name of the limited partnership or foreign limited partnership;
(2)
The name of its registered agent in this state;
(3)
The street address and zip code of its registered office and the name of its registered agent at that office in this state;
(4)
The name of at least one (1) general partner; and
(5)
In the case of a foreign limited partnership, its jurisdiction of formation and any alternate name adopted under §
61-3-1006(a)
.
(b)
Information in the annual report must be current as of the date the report is signed by the limited partnership or registered foreign limited partnership.
(c)
Every limited partnership and registered foreign limited partnership shall file the annual report with the secretary of state on or before the first day of the fourth month following the close of the limited partnership's or registered foreign limited partnership's fiscal year or upon a date set by rule by the secretary of state.
(d)
If an annual report does not contain the information required by this section, the secretary of state must promptly notify the reporting limited partnership or registered foreign limited partnership in a record and return the report for correction.
(e)
If an annual report contains the name or address of a registered agent that differs from the information shown in the records of the secretary of state immediately before the report becomes effective, the differing information is considered a statement of change under §
61-3-116
.
(f)
If an annual report contains a street or mailing address for the principal office that differs from the information shown in the records of the secretary of state immediately before the report becomes effective, the differing information is considered a statement of change under §
61-3-116
.
Amended by 2020 Tenn. Acts, ch. 719, s 32, eff. 6/22/2020.
Amended by 2018 Tenn. Acts, ch. 575, s 8, eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
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 3 - LIMITED PARTNERSHIPS (§§ 61-3-301 — 61-3-306) › Section 61-3-301 - Becoming limited partner

(a)
Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners.
(b)
After formation, a person becomes a limited partner:
(1)
As provided in the partnership agreement;
(2)
As the result of a transaction effective under part 11 of this chapter;
(3)
With the affirmative vote or consent of all the partners; or
(4)
As provided in §
61-3-801(a)(4) or (a)(5)
.
(c)
A person may become a limited partner without:
(1)
Acquiring a transferable interest; or
(2)
Making or being obligated to make a contribution to the limited partnership.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 3 - LIMITED PARTNERSHIPS (§§ 61-3-301 — 61-3-306) › Section 61-3-302 - No agency power of limited partner as limited partner

(a)
A limited partner is not an agent of a limited partnership solely by reason of being a limited partner.
(b)
A person's status as a limited partner does not prevent or restrict law other than this chapter from imposing liability on a limited partnership because of the person's conduct.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 3 - LIMITED PARTNERSHIPS (§§ 61-3-301 — 61-3-306) › Section 61-3-303 - No liability as limited partner for limited partnership obligations

(a)
A debt, obligation, or other liability of a limited partnership is not the debt, obligation, or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the partnership solely by reason of being or acting as a limited partner, even if the limited partner participates in the management and control of the limited partnership. This subsection (a) applies regardless of the dissolution of the partnership.
(b)
Neither the failure of a limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs nor the failure of a limited partnership to maintain the information required under §
61-3-107
is a ground for imposing liability on a limited partner for a debt, obligation, or other liability of the partnership.
(c)
Notwithstanding any provision in this chapter to the contrary, a limited partner, or in the case of a limited liability limited partnership, a general partner may elect to become liable for the obligations of the partnership by complying with §
67-4-2008(b)
.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 3 - LIMITED PARTNERSHIPS (§§ 61-3-301 — 61-3-306) › Section 61-3-305 - Limited duties of limited partners

(a)
A limited partner shall discharge any duties to the partnership and the other partners under the partnership agreement and exercise any rights under this chapter or the partnership agreement consistently with the contractual obligation of good faith and fair dealing.
(b)
Except as otherwise provided in subsection (a), a limited partner does not have any duty to the limited partnership or to any other partner solely by reason of acting as a limited partner.
(c)
If a limited partner enters into a transaction with a limited partnership, the limited partner's rights and obligations arising from the transaction are the same as those of a person that is not a partner.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 3 - LIMITED PARTNERSHIPS (§§ 61-3-301 — 61-3-306) › Section 61-3-306 - Person erroneously believing self to be limited partner

(a)
Except as otherwise provided in subsection (b), a person that makes an investment in a business enterprise and erroneously, but in good faith, believes that the person has become a limited partner in the enterprise is not liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person:
(1)
Causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing; or
(2)
Withdraws from future participation as an owner in the enterprise by signing and delivering to the secretary of state for filing a statement of negation under this section.
(b)
A person that makes an investment described in subsection (a) is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the secretary of state files a statement of negation, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner.
(c)
If a person makes a diligent effort in good faith to comply with subdivision (a)(1) and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing, the person has the right to withdraw from the enterprise pursuant to subdivision (a)(2) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 4 - GENERAL PARTNERS (§§ 61-3-401 — 61-3-409) › Section 61-3-401 - Becoming general partner

(a)
Upon formation of a limited partnership, a person becomes a general partner as agreed among the persons that are to be the initial partners.
(b)
After formation of a limited partnership, a person becomes a general partner:
(1)
As provided in the partnership agreement;
(2)
As the result of a transaction effective under part 11 of this chapter;
(3)
With the affirmative vote or consent of all the partners; or
(4)
As provided in §
61-3-801(a)(3)(B)
.
(c)
A person may become a general partner without:
(1)
Acquiring a transferable interest; or
(2)
Making or being obligated to make a contribution to the partnership.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 4 - GENERAL PARTNERS (§§ 61-3-401 — 61-3-409) › Section 61-3-402 - General partner agent of limited partnership

(a)
Each general partner is an agent of the limited partnership for the purposes of the limited partnership's activities and affairs. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course of the partnership's activities and affairs, or activities and affairs of the kind carried on by the partnership, binds the partnership, unless the general partner did not have authority to act for the partnership in the particular matter and the person with which the general partner was dealing knew or had notice that the general partner lacked authority.
(b)
An act of a general partner that is not apparently for carrying on in the ordinary course of the limited partnership's activities and affairs, or activities and affairs of the kind carried on by the partnership, binds the partnership only if the act was actually authorized by all the other partners.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 4 - GENERAL PARTNERS (§§ 61-3-401 — 61-3-409) › Section 61-3-403 - Limited partnership liable for general partner's actionable conduct

(a)
A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of the limited partnership's activities and affairs or with the actual or apparent authority of the limited partnership.
(b)
If, in the course of a limited partnership's activities and affairs, or while acting with actual or apparent authority of the partnership, a general partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the partnership is liable for the loss.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 4 - GENERAL PARTNERS (§§ 61-3-401 — 61-3-409) › Section 61-3-404 - General partner's liability

(a)
Except as otherwise provided in subsections (b) and (c), all general partners are liable jointly and severally for all debts, obligations, and other liabilities of the limited partnership unless otherwise agreed by the claimant or provided by law.
(b)
A person that becomes a general partner is not personally liable for a debt, obligation, or other liability of the limited partnership incurred before the person became a general partner.
(c)
A debt, obligation, or other liability of a limited partnership incurred while the limited partnership is a limited liability limited partnership is solely the debt, obligation, or other liability of the limited liability limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited liability limited partnership solely by reason of being or acting as a general partner. This subsection (c) applies:
(1)
Despite anything inconsistent in the partnership agreement that existed immediately before the vote or consent required to become a limited liability limited partnership under §
61-3-406(b)(2)
; and
(2)
Regardless of the dissolution of the partnership.
(d)
The failure of a limited liability limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a general partner for a debt, obligation, or other liability of the partnership.
(e)
An amendment of a certificate of limited partnership deleting a statement that the limited partnership is a limited liability limited partnership does not affect the limitation in this section on the liability of a general partner for a debt, obligation, or other liability of the limited partnership incurred before the amendment became effective.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 4 - GENERAL PARTNERS (§§ 61-3-401 — 61-3-409) › Section 61-3-405 - Actions by and against partnership and partners

(a)
To the extent not inconsistent with §
61-3-404
, a general partner may be joined in an action against the limited partnership or named in a separate action.
(b)
A judgment against a limited partnership is not, by itself, a judgment against a general partner. A judgment against a partnership must not be satisfied from a general partner's assets unless there is also a judgment against the general partner.
(c)
A judgment creditor of a general partner shall not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under §
61-3-404
; and
(1)
A judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2)
The partnership is a debtor in bankruptcy;
(3)
The general partner has agreed that the creditor need not exhaust partnership assets;
(4)
A court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or
(5)
Liability is imposed on the general partner by law or contract independent of the existence of the partnership.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 4 - GENERAL PARTNERS (§§ 61-3-401 — 61-3-409) › Section 61-3-406 - Management rights of general partner

(a)
Each general partner has equal rights in the management and conduct of the limited partnership's activities and affairs. Except as otherwise provided in this chapter, any matter relating to the activities and affairs of the partnership is decided exclusively by the general partner or, if there is more than one (1) general partner, by a majority of the general partners.
(b)
The affirmative vote or consent of all the partners is required to:
(1)
Amend the partnership agreement;
(2)
Amend the certificate of limited partnership to add or delete a statement that the limited partnership is a limited liability limited partnership; and
(3)
Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the good will, other than in the usual and regular course of the limited partnership's activities and affairs.
(c)
A limited partnership shall reimburse a general partner for an advance to the partnership beyond the amount of capital the general partner agreed to contribute.
(d)
A payment or advance made by a general partner which gives rise to a limited partnership obligation under subsection (c) or §
61-3-408(a)
constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.
(e)
A general partner is not entitled to remuneration for services performed for the limited partnership.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 4 - GENERAL PARTNERS (§§ 61-3-401 — 61-3-409) › Section 61-3-408 - Reimbursement - Indemnification - Advancement - Insurance

(a)
A limited partnership shall reimburse a general partner for any payment made by the general partner in the course of the general partner's activities on behalf of the partnership, if the general partner complied with §§
61-3-406
,
61-3-409
, and
61-3-504
in making the payment.
(b)
A limited partnership shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person's former or present capacity as a general partner, if the claim, demand, debt, obligation, or other liability does not arise from the person's breach of §
61-3-406
, §
61-3-409
, or §
61-3-504
.
(c)
In the ordinary course of its activities and affairs, a limited partnership may advance reasonable expenses, including attorney's fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person's former or present capacity as a general partner, if the person promises to repay the partnership if the person ultimately is determined not to be entitled to be indemnified under subsection (b).
(d)
A limited partnership may purchase and maintain insurance on behalf of a general partner against liability asserted against or incurred by the general partner in that capacity or arising from that status even if, under §
61-3-104
, the partnership agreement could not eliminate or limit the person's liability to the partnership for the conduct giving rise to the liability.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
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 4 - GENERAL PARTNERS (§§ 61-3-401 — 61-3-409) › Section 61-3-409 - Standards of conduct for general partners

(a)
A general partner owes to the limited partnership and, subject to §
61-3-901
, the other partners, only the duties of loyalty and care stated in subsections (b) and (c).
(b)
The fiduciary duty of loyalty of a general partner includes the duties:
(1)
To account to the limited partnership and hold as trustee for the limited partnership any property, profit, or benefit derived by the general partner:
(A)
In the conduct or winding up of the partnership's activities and affairs;
(B)
From a use by the general partner of the partnership's property; or
(C)
From the appropriation of a partnership opportunity;
(2)
To refrain from dealing with the partnership in the conduct or winding up of the partnership's activities and affairs as or on behalf of a person having an interest adverse to the partnership; and
(3)
To refrain from competing with the partnership in the conduct or winding up of the partnership's activities and affairs.
(c)
The duty of care of a general partner in the conduct or winding up of the limited partnership's activities and affairs is to refrain from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or knowing violation of law.
(d)
A general partner shall discharge the duties and obligations under this chapter or under the partnership agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing.
(e)
A general partner does not violate a duty or obligation under this chapter or under the partnership agreement solely because the general partner's conduct furthers the general partner's own interest.
(f)
All the partners of a limited partnership may authorize or ratify, after full disclosure of all material facts, a specific act or transaction by a general partner that otherwise would violate the duty of loyalty.
(g)
It is a defense to a claim under subdivision (b)(2) and any comparable claim in equity or at common law that the transaction was fair to the limited partnership.
(h)
If, as permitted by subsection (f) or the partnership agreement, a general partner enters into a transaction with the limited partnership that would otherwise be prohibited by subdivision (b)(2), the general partner's rights and obligations arising from the transaction are the same as those of a person that is not a general partner.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 5 - CONTRIBUTIONS AND DISTRIBUTIONS (§§ 61-3-501 — 61-3-505) › Section 61-3-501 - Form of contribution and acceptance

(a)
A contribution may consist of property transferred to, services performed for, or another benefit provided to the limited partnership or an agreement to transfer property to, perform services for, or provide another benefit to the partnership.
(b)
Neither a purported contribution nor an offer of consideration to make a contribution must be treated as a contribution to a limited partnership until:
(1)
The contribution is accepted by the affirmative vote or consent of all general partners; and
(2)
The amount and value of the contribution are recorded in the required information of the limited partnership.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 5 - CONTRIBUTIONS AND DISTRIBUTIONS (§§ 61-3-501 — 61-3-505) › Section 61-3-502 - Liability for contribution

(a)
A person's obligation to make a contribution to a limited partnership is not excused by the person's death, disability, termination, or other inability to perform personally.
(b)
If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the limited partnership to contribute money equal to the value, as stated in the required information, of the part of the contribution that has not been made. The foregoing option is in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited partnership may have against the partner under the partnership agreement or applicable law.
(c)
A conditional obligation of a partner to make a contribution or return money or other property to a limited partnership shall not be enforced unless the conditions to the obligation have been satisfied or waived as to or by the 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.
(d)
The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all the partners. If a creditor of a limited partnership extends credit or otherwise acts in reliance on an obligation described in subsection (a) without knowledge or notice of a compromise under this subsection (d), the creditor may enforce the obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a partner to make a contribution.
(e)
A partnership agreement may provide that the interest of any partner who fails to make any contribution that the partner is obligated to make is subject to specified penalties for, or specified consequences of, the failure. The penalty or consequence may take the form of:
(1)
Reducing or eliminating the defaulting partner's proportionate interest in the limited partnership;
(2)
Subordinating the defaulting partner's partnership interest to that of nondefaulting partners;
(3)
A forced sale of the defaulting partner's partnership interest;
(4)
Forfeiture of the defaulting partner's partnership interest;
(5)
The lending by other partners of the amount necessary to meet the defaulting partner's commitment;
(6)
A fixing of the value of the defaulting partner's partnership interest by appraisal or by formula and redemption or sale of the defaulting partner's partnership interest at such value; or
(7)
Other penalty or consequence.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 5 - CONTRIBUTIONS AND DISTRIBUTIONS (§§ 61-3-501 — 61-3-505) › Section 61-3-503 - Sharing of and right to distributions before dissolution

(a)
Any distribution made by a limited partnership before its dissolution and winding up must be shared among the partners on the basis of the value, as stated in the required information when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner, except to the extent necessary to comply with a transfer effective under §
61-3-702
or charging order in effect under §
61-3-703
.
(b)
A person has a right to a distribution before the dissolution and winding up of a limited partnership only if the partnership decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution.
(c)
A person does not have a right to demand or receive a distribution from a limited partnership in any form other than money. Except as otherwise provided in §
61-3-810(f)
, a partnership may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.
(d)
If a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the partnership's obligation to make a distribution is subject to offset for any amount owed to the partnership by the partner or a person dissociated as a partner on whose account the distribution is made.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 5 - CONTRIBUTIONS AND DISTRIBUTIONS (§§ 61-3-501 — 61-3-505) › Section 61-3-505 - Liability for improper distributions

(a)
If a general partner consents to a distribution made in violation of §
61-3-504
and in consenting to the distribution fails to comply with §
61-3-409
, the general partner is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation of §
61-3-504
.
(b)
A person that receives a distribution knowing that the distribution violated §
61-3-504
is personally liable to the limited partnership but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under §
61-3-504
.
(c)
A general partner against which an action is commenced because the general partner is liable under subsection (a) may:
(1)
Implead any other person that is liable under subsection (a) and seek to enforce a right of contribution from the person; and
(2)
Implead any person that received a distribution in violation of subsection (b) and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (b).
(d)
An action under this section is barred unless commenced not later than two (2) years after the distribution.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 6 - DISSOCIATION (§§ 61-3-601 — 61-3-607) › Section 61-3-602 - Effect of dissociation as limited partner

(a)
If a person is dissociated as a limited partner:
(1)
Subject to §
61-3-704
, the person does not have further rights as a limited partner;
(2)
The person's contractual obligation of good faith and fair dealing as a limited partner under §
61-3-305(a)
ends with regard to matters arising and events occurring after the person's dissociation; and
(3)
Subject to §
61-3-704
and part 11 of this chapter, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person solely as a transferee.
(b)
A person's dissociation as a limited partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners which the person incurred while a limited partner.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 6 - DISSOCIATION (§§ 61-3-601 — 61-3-607) › Section 61-3-604 - Power to dissociate as general partner - Wrongful dissociation

(a)
A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by withdrawing as a general partner by express will under §
61-3-603(1)
.
(b)
A person's dissociation as a general partner is wrongful only if the dissociation:
(1)
Is in breach of an express provision of the partnership agreement; or
(2)
Occurs before the completion of the winding up of the limited partnership, and:
(A)
The person withdraws as a general partner by express will;
(B)
The person is expelled as a general partner by judicial order under §
61-3-603(5)
;
(C)
The person is dissociated as a general partner under §
61-3-603(7)
; or
(D)
In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a general partner because the person willfully dissolved or terminated.
(c)
A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to §
61-3-901
, to the other partners for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the general partner to the partnership or the other partners.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
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 6 - DISSOCIATION (§§ 61-3-601 — 61-3-607) › Section 61-3-605 - Effect of dissociation as general partner

(a)
If a person is dissociated as a general partner:
(1)
The person's right to participate as a general partner in the management and conduct of the limited partnership's activities and affairs terminates;
(2)
The person's duties and obligations as a general partner under §
61-3-409
end with regard to matters arising and events occurring after the person's dissociation;
(3)
The person may sign and deliver to the secretary of state for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated as a general partner; and
(4)
Subject to §
61-3-704
and part 11 of this chapter, any transferable interest owned by the person in the person's capacity as a general partner immediately before dissociation is owned by the person solely as a transferee.
(b)
A person's dissociation as a general partner does not, of itself, discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners that the person incurred while a general partner.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 6 - DISSOCIATION (§§ 61-3-601 — 61-3-607) › Section 61-3-606 - Power to bind and liability of person dissociated as general partner

(a)
After a person is dissociated as a general partner and before the limited partnership is merged out of existence or converted under part 11 of this chapter, or dissolved, the partnership is bound by an act of the person only if:
(1)
The act would have bound the partnership under §
61-3-402
before the dissociation; and
(2)
At the time the other party enters into the transaction:
(A)
Less than one (1) year has passed since the dissociation; and
(B)
The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner.
(b)
If a limited partnership is bound under subsection (a), the person dissociated as a general partner that caused the partnership to be bound is liable:
(1)
To the partnership for any damage caused to the partnership arising from the obligation incurred under subsection (a); and
(2)
If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 6 - DISSOCIATION (§§ 61-3-601 — 61-3-607) › Section 61-3-607 - Liability of person dissociated as general partner to other person

(a)
A person's dissociation as a general partner does not, of itself, discharge the person's liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c), the person is not liable for a partnership obligation incurred after dissociation.
(b)
A person whose dissociation as a general partner results in a dissolution and winding up of the limited partnership's activities and affairs is liable on an obligation incurred by the partnership under §
61-3-805
to the same extent as a general partner under §
61-3-404
.
(c)
A person that is dissociated as a general partner without the dissociation resulting in a dissolution and winding up of the limited partnership's activities and affairs is liable on a transaction entered into by the limited partnership after the dissociation only if:
(1)
A general partner would be liable on the transaction; and
(2)
At the time the other party enters into the transaction:
(A)
Less than one (1) year has passed since the dissociation; and
(B)
The other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a general partner.
(d)
By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for a debt, obligation, or other liability of the partnership.
(e)
A person dissociated as a general partner is released from liability for a debt, obligation, or other liability of the limited partnership if the partnership's creditor, with knowledge or notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the debt, obligation, or other liability.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 7 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS (§§ 61-3-701 — 61-3-704) › Section 61-3-701 - Nature of transferable interest

A transferable interest is personal property.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 7 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS (§§ 61-3-701 — 61-3-704) › Section 61-3-702 - Transfer of transferable interest

(a)
A transfer, in whole or in part, of a transferable interest:
(1)
Is permissible;
(2)
Does not, by itself, cause a person's dissociation as a partner or a dissolution and winding up of the limited partnership's activities and affairs; and
(3)
Subject to §
61-3-704
, does not entitle the transferee to:
(A)
Participate in the management or conduct of the limited partnership's activities and affairs; or
(B)
Except as otherwise provided in subsection (c), have access to required information, records, or other information concerning the limited partnership's activities and affairs.
(b)
A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(c)
In a dissolution and winding up of a limited partnership, a transferee is entitled to an account of the limited partnership's transactions only from the date of dissolution.
(d)
A transferable interest may be evidenced by a certificate of the interest issued by a limited partnership in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
(e)
A limited partnership need not give effect to a transferee's rights under this section until the partnership knows or has notice of the transfer.
(f)
A transfer of a transferable interest in violation of a restriction on transfer contained in the partnership agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer.
(g)
Except as otherwise provided in §§
61-3-601(b)(4)(B)
and
61-3-603(4)(B)
, if a general or limited partner transfers a transferable interest, the transferor retains the rights of a general or limited partner other than the transferable interest transferred and retains all the duties and obligations of a general or limited partner.
(h)
If a general or limited partner transfers a transferable interest to a person that becomes a general or limited partner with respect to the transferred interest, the transferee is liable for the transferor's obligations under §§
61-3-502
and
61-3-505
known to the transferee when the transferee becomes a partner.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 7 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS (§§ 61-3-701 — 61-3-704) › Section 61-3-703 - Charging order

(a)
On application by a judgment creditor of a partner or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor's transferable interest and requires the limited partnership to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor.
(b)
To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a), the court may:
(1)
Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and
(2)
Make all other orders necessary to give effect to the charging order.
(c)
The partner or transferee whose transferable interest is subject to a charging order under subsection (a) may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.
(d)
This chapter does not deprive any partner or transferee of the benefit of any exemption law applicable to the transferable interest of the partner or transferee.
(e)
This section provides the exclusive remedy by which a person, other than the partnership itself, seeking in the capacity of a judgment creditor to enforce a judgment against a partner or transferee may satisfy the judgment from the judgment debtor's transferable interest.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 7 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS (§§ 61-3-701 — 61-3-704) › Section 61-3-704 - Power of legal representative of deceased partner

If a partner dies, the deceased partner's legal representative may exercise:
(1)
The rights of a transferee provided in §
61-3-702(c)
; and
(2)
For the purposes of settling the estate, the rights of a current limited partner under §
61-3-304
.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 61-3-803 - Rescinding dissolution

(a)
A limited partnership may rescind its dissolution, unless a statement of termination applicable to the partnership has become effective, the court of record has entered an order under §
61-3-801(a)(6)
dissolving the partnership, or the secretary of state has dissolved the partnership under §
61-3-811
.
(b)
Rescinding dissolution under this section requires:
(1)
The affirmative vote or consent of each partner; and
(2)
If the limited partnership has delivered to the secretary of state for filing an amendment to the certificate of limited partnership stating that the limited partnership is dissolved and:
(A)
The amendment has not become effective, delivery to the secretary of state for filing of a statement of withdrawal applicable to the amendment; or
(B)
The amendment has become effective, delivery to the secretary of state for filing of an amendment to the certificate of limited partnership stating that dissolution has been rescinded under this section.
(c)
If a limited partnership rescinds its dissolution:
(1)
The limited partnership resumes carrying on the limited partnership's activities and affairs as if dissolution had never occurred;
(2)
Subject to subdivision (c)(3), any liability incurred by the limited partnership after the dissolution and before the rescission has become effective is determined as if dissolution had never occurred; and
(3)
The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission shall not be adversely affected.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 61-3-804 - Power to bind partnership after dissolution

(a)
A limited partnership is bound by a general partner's act after dissolution that:
(1)
Is appropriate for winding up the limited partnership's activities and affairs; or
(2)
Would have bound the partnership under §
61-3-402
before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.
(b)
A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:
(1)
At the time the other party enters into the transaction:
(A)
Less than one (1) year has passed since the dissociation; and
(B)
The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner; and
(2)
The act:
(A)
Is appropriate for winding up the limited partnership's activities and affairs; or
(B)
Would have bound the limited partnership under §
61-3-402
before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
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 61-3-805 - Liability after dissolution of general partner and person dissociated as general partner

(a)
If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under §
61-3-804(a)
by an act that is not appropriate for winding up the limited partnership's activities and affairs, the general partner is liable:
(1)
To the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(2)
If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.
(b)
If a person dissociated as a general partner causes a limited partnership to incur an obligation under §
61-3-804(b)
, the person is liable:
(1)
To the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(2)
If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the obligation.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.