tncode

Chapter 1
Revised Uniform Partnership Act

Part 1
General Provisions

61-1-101. Chapter definitions.

As used in this chapter:

“Business” means every trade, occupation, and profession and any other activity, including the holding or ownership of property, entered into for profit;
“Confirmation of good standing” means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that at the time such confirmation is issued a limited liability partnership or a foreign limited liability partnership is current on all taxes and penalties to the satisfaction of the commissioner;
“Debtor in bankruptcy” means a person who is the subject of:
1. An order for relief under title 11 of the United States Code or a comparable order under a successor statute of general application; or
2. A comparable order under federal, state, or foreign law governing insolvency;
“Distribution” means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee;
“Foreign limited liability partnership,” “foreign registered limited liability partnership” or a limited liability partnership or registered limited liability partnership that is designated as “foreign” means a partnership that:
1. Is formed under the laws of any jurisdiction other than the state of Tennessee; and
2. Has the status of a limited liability partnership under those laws;
“Limited liability partnership,” “registered limited liability partnership” or a limited liability partnership or registered limited liability partnership that is designated as “domestic” means a partnership that has filed an application for registration as a registered limited liability partnership under § 61-1-1001 and does not have a similar statement in effect in any other jurisdiction;
“Partnership” means an association of two (2) or more persons to carry on as co-owners of a business or other undertaking for profit formed under § 61-1-202, predecessor law, or comparable law of another jurisdiction;
“Partnership agreement” means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement;
“Partnership at will” means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking;
“Partnership interest” or “partner's interest in the partnership” means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights;
“Person” means an individual, corporation, limited liability company, business trust, estate, trust, partnership (whether general or limited), association, joint venture, government, governmental subdivision, agency, or instrumentality, custodian, nominee or any other individual or entity in its own or any representative capacity, or any other legal or commercial entity;
“Property” means all property, real, personal, or mixed, tangible or intangible, or any interest therein;
“Secretary of state” means the secretary of state of Tennessee;
“State” means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States;
“Statement” means a statement of partnership authority under § 61-1-303, a statement of denial under § 61-1-304, a statement of dissociation under § 61-1-704, a statement of dissolution under § 61-1-805, a statement of merger under § 61-1-907, or an amendment or cancellation of any of the foregoing;
“Tax clearance for termination or withdrawal” means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that a limited liability partnership or a foreign limited liability partnership has filed all applicable reports, including, but not limited to, a final report, and has paid all fees, penalties and taxes as required by the revenue laws of this state; and
“Transfer” means an assignment, conveyance, lease, mortgage, deed, and encumbrance.

Acts 2001, ch. 353; 2010, ch. 741, § 48; 2010, ch. 742, §§ 8, 9.

Compiler's Notes. Former chapter 1, §§ 61-1-101 — 61-1-148, (Acts 1917, ch. 140, §§ 2-43; Shan., §§ 3141b2-3141b42 (p. 6585-6595) Shan. Supp., §§ 3118a53-3118a93; Acts 1927, ch. 34, §§ 1-3; Code 1932, §§ 7841-7882; mod. C. Supp. 1950, § 7854; Acts 1961, ch. 181, § 1; 1963, ch. 136, § 1; T.C.A. (orig. ed.), §§ 61-101 — 61-142; Acts 1982, ch. 773, § 1; Acts 1995 ch. 400, §§ 1-10; 1998, ch. 890, §§ 5, 6; 2000, ch. 568, § 4) was deleted and replaced by Acts 2001, ch. 353 effective January 1, 2002.

The federal bankruptcy act is compiled in 11 U.S.C.

Cross-References. Test for insolvency of partnership, § 66-3-303.

Textbooks. Gibson's Suits in Chancery (7th ed., Inman), § 412.

Tennessee Forms (Robinson, Ramsey and Harwell), Nos. 6-101 — 6-104.

Tennessee Jurisprudence, 20 Tenn. Juris., Partnership, §§ 1-3.

Law Reviews.

An Exegesis of the Ejectment Statutes of Tennessee (R.D. Cox), 18 Mem. St. U.L. Rev. 581 (1988).

Comments, Partnership — Bass v. Bass: Implied Partnership Between Nonmarried Cohabitants, 22 Mem. St. U.L. Rev. 391 (1992).

Removal of General Partners: A Method of Intrapartnership Dispute Resolution for Limited Partnerships (Janet L. Eifert), 39 Vand. L. Rev. 1407 (1986).

Shareholder Oppression in Close Corporations: The Unanswered Question on Perspective, 53 Vand. L. Rev. 749 (2000).

The Revised Uniform Partnership Act in Tennessee (Richard Spore), 37 No. 8 Tenn. B.J. 30 (2001).

NOTES TO DECISIONS

1. “Partnership.”

Granting a motion to dismiss for failure to state a claim was not error in a partnership liability action against an owner based on the death of a young woman who purchased illegal drugs and alcohol at the owner's residence, because a co-owner's use of the house for the sale of illegal drugs and alcohol was not for the purpose of or in the furtherance of a partnership with another co-owner. Concklin v. Holland, 138 S.W.3d 215, 2003 Tenn. App. LEXIS 934 (Tenn. Ct. App. 2003), appeal denied, — S.W.3d —, 2004 Tenn. LEXIS 515 (Tenn. June 1, 2004).

It was undisputed in the record that the parties' relationship constituted a partnership, as defined in T.C.A. § 61-1-101, and, as such, the trial court correctly applied the Tennessee Uniform Partnership Act, T.C.A. § 61-1-101 et seq. Because the undisputed proof indicated that the contractor left the project before it was completed, a preponderance of the evidence supported the trial court's finding that the contractor breached the partnership agreement and wrongfully dissociated from the partnership pursuant to T.C.A. § 61-1-601 and T.C.A. § 61-1-602(b). Moran v. Willensky, 339 S.W.3d 651, 2010 Tenn. App. LEXIS 80 (Tenn. Ct. App. Feb. 2, 2010), appeal denied, — S.W.3d —, 2010 Tenn. LEXIS 855 (Tenn. Sept. 1, 2010).

The fact that a father informed the father's daughter that the children had an “interest” in an alleged partnership was insufficient to form a partnership. Tanner v. Whiteco, L.P., 337 S.W.3d 792, 2010 Tenn. App. LEXIS 337 (Tenn. Ct. App. May 17, 2010), appeal denied, — S.W.3d —, 2010 Tenn. LEXIS 1130 (Tenn. Nov. 18, 2010).

2. Evidence of Partnership.

Court properly found that funds were partnership funds where, contrary to defendant's assertions, simply because a piece of property was titled only in his name did not mean that partnership funds were not used to purchase that property or that it was not partnership property. Any initial investment clearly consisted of partnership assets and defendant could not claim any individual entitlement to the funds. Montgomery v. Montgomery, 181 S.W.3d 720, 2005 Tenn. App. LEXIS 151 (Tenn. Ct. App. 2005), appeal denied, — S.W.3d —, 2005 Tenn. LEXIS 982 (Tenn. Oct. 31, 2005).

Court properly found that a cohabiting couple were equal partners where plaintiff handled the payroll account, paid the bills and signed all of the checks for the business, prepared the 1099's, handled the workers' compensation insurance, filed documents with the IRS including tax returns, handled the book keeping, made the deposits, collected the debts, and placed orders and handled the invoices. The court also found that plaintiff never received any wages or a salary for her work in the masonry business. Montgomery v. Montgomery, 181 S.W.3d 720, 2005 Tenn. App. LEXIS 151 (Tenn. Ct. App. 2005), appeal denied, — S.W.3d —, 2005 Tenn. LEXIS 982 (Tenn. Oct. 31, 2005).

Dismissal of the decedent's daughter's ex-husband's and grandchildren's action against the decedent's sole surviving child to invalidate the decedent's will was appropriate pursuant to T.C.A. § 61-1-101 because the ex-husband testified that he converted a corporation to a sole proprietorship, and that he owned all of it, and there was also no evidence that the decedent participated in any business decisions; thus, there was nothing sufficient to establish an implied partnership between the decedent and her daughter's ex-husband or that the decedent's assets were assets of any partnership. In re Estate of Price, 273 S.W.3d 113, 2008 Tenn. App. LEXIS 163 (Tenn. Ct. App. Mar. 24, 2008), appeal denied, In re Estate of Price v. Price, — S.W.3d —, 2008 Tenn. LEXIS 739 (Tenn. Sept. 29, 2008).

Plaintiff corporation's motion to strike defendant's affirmative defense of breach of fiduciary duty was granted because even if the court concluded that the corporation's sole member had a fiduciary duty to defendant, that duty would not be shared by the corporation. Because the facts alleged did not show that the corporation and defendant shared money, assets, labor, or skill, there was no basis for concluding that the corporation had a fiduciary duty to defendant; even if the court found a duty, a breach of that duty would not necessarily relieve defendant of liability under promissory notes and therefore would not constitute an affirmative defense. Starnes Family Office, LLC v. McCullar, 765 F. Supp. 2d 1036, 2011 U.S. Dist. LEXIS 9310 (W.D. Tenn. Jan. 28, 2011).

Contractor's spouse was not liable in the spouse's individual capacity for construction defects when home buyers obtained a judgment against a construction company for breach of contract and against the estate of the contractor and the contractor's construction company for breach of implied warranty of workmanship because there was not a written partnership agreement and the contractor's spouse was not made an express partner or an implied partner through the spouse's involvement in the transaction. Webster v. Estate of Dorris, — S.W.3d —, 2016 Tenn. App. LEXIS 81 (Tenn. Ct. App. Feb. 4, 2016).

61-1-102. Knowledge and notice.

A person knows a fact if the person has actual knowledge of it.
A person has notice of a fact if the person:
1. Knows of it;
2. Has received a notification of it; or
3. Has reason to know it exists from all of the facts known to the person at the time in question.
A person notifies or gives a notification to another by taking steps reasonably calculated to inform the other person in ordinary course of business, whether or not the other person learns of it.
A person receives a notification when the notification:
1. Comes to the person's attention; or
2. Is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.
Except as otherwise provided in subsection (f), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if such person maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, but is not effective as such if the partner committed or consented to a fraud on the partnership.

Acts 2001, ch. 353.

Compiler's Notes. Former chapter 1, §§ 61-1-101 — 61-1-148, (Acts 1917, ch. 140, §§ 2-43; Shan., §§ 3141b2-3141b42 (p. 6585-6595) Shan. Supp., §§ 3118a53-3118a93; Acts 1927, ch. 34, §§ 1-3; Code 1932, §§ 7841-7882; mod. C. Supp. 1950, § 7854; Acts 1961, ch. 181, § 1; 1963, ch. 136, § 1; T.C.A. (orig. ed.), §§ 61-101—61-142; Acts 1982, ch. 773, § 1; Acts 1995 ch. 400, §§ 1-10; 1998, ch. 890, §§ 5, 6; 2000, ch. 568, § 4) was deleted and replaced by Acts 2001, ch. 353 effective January 1, 2002.

61-1-103. Effect of partnership agreement — Nonwaivable provisions.

Except as otherwise provided in subsection (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
The partnership agreement may not:
1. Vary the rights and duties under § 61-1-105 except to eliminate the duty to provide copies of statements to all of the partners;
2. Unreasonably restrict the right of access to books and records under § 61-1-403(b);
3. Eliminate the duty of loyalty under § 61-1-404(b)(1) and (2) or § 61-1-603(b)(3), but:
  1. The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or
  2. All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
4. Unreasonably reduce the duty of care under § 61-1-404(c) or § 61-1-603(b)(3);
5. Eliminate the obligation of good faith and fair dealing under § 61-1-404(d), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
6. Vary the power to dissociate as a partner under § 61-1-602(a), except to require the notice under § 61-1-601(1) to be in writing;
7. Vary the right of a court to expel a partner in the events specified in § 61-1-601(5);
8. Vary the requirement to wind up the partnership business in cases specified in § 61-1-801(4), (5), or (6); or
9. Vary the law applicable to a limited liability partnership under § 61-1-106(c).

Acts 2001, ch. 353; 2002, ch. 563, § 2.

Compiler's Notes. Former chapter 1, §§ 61-1-101 — 61-1-148, (Acts 1917, ch. 140, §§ 2-43; Shan., §§ 3141b2-3141b42 (p. 6585-6595) Shan. Supp., §§ 3118a53-3118a93; Acts 1927, ch. 34, §§ 1-3; Code 1932, §§ 7841-7882; mod. C. Supp. 1950, § 7854; Acts 1961, ch. 181, § 1; 1963, ch. 136, § 1; T.C.A. (orig. ed.), §§ 61-101—61-142; Acts 1982, ch. 773, § 1; Acts 1995 ch. 400, §§ 1-10; 1998, ch. 890, §§ 5, 6; 2000, ch. 568, § 4) was deleted and replaced by Acts 2001, ch. 353 effective January 1, 2002.

61-1-104. Supplemental principles of law.

Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is the applicable federal rate as determined from time to time by the United States treasury pursuant to 26 U.S.C. § 1274(d) or any successor law.
The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.

Acts 2001, ch. 353.

Compiler's Notes. Former chapter 1, §§ 61-1-101 — 61-1-148, (Acts 1917, ch. 140, §§ 2-43; Shan., §§ 3141b2-3141b42 (p. 6585-6595) Shan. Supp., §§ 3118a53-3118a93; Acts 1927, ch. 34, §§ 1-3; Code 1932, §§ 7841-7882; mod. C. Supp. 1950, § 7854; Acts 1961, ch. 181, § 1; 1963, ch. 136, § 1; T.C.A. (orig. ed.), §§ 61-101—61-142; Acts 1982, ch. 773, § 1; Acts 1995 ch. 400, §§ 1-10; 1998, ch. 890, §§ 5, 6; 2000, ch. 568, § 4) was deleted and replaced by Acts 2001, ch. 353 effective January 1, 2002.

Law Reviews.

Interpretation of Statutes in Derogation of the Common Law (Jefferson B. Fordham and J. Russell Leach), 3 Vand. L. Rev. 438.

61-1-105. Execution, filing, and recording of statements.

A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state in the manner and form prescribed by the secretary of state. Either filing has the effect provided in this chapter with respect to partnership property located, or transactions that occur, in this state.
A certified copy of a statement that has been filed in the office of the secretary of state and recorded in the office of the register of deeds has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the office of the secretary of state does not have the effect provided for recorded statements in this chapter.
A statement filed by a partnership must be executed by at least two (2) partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate.
A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.
A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.

Acts 2001, ch. 353; 2020, ch. 719, § 24.

Compiler's Notes. Former chapter 1, §§ 61-1-101 — 61-1-148, (Acts 1917, ch. 140, §§ 2-43; Shan., §§ 3141b2-3141b42 (p. 6585-6595) Shan. Supp., §§ 3118a53-3118a93; Acts 1927, ch. 34, §§ 1-3; Code 1932, §§ 7841-7882; mod. C. Supp. 1950, § 7854; Acts 1961, ch. 181, § 1; 1963, ch. 136, § 1; T.C.A. (orig. ed.), §§ 61-101—61-142; Acts 1982, ch. 773, § 1; Acts 1995 ch. 400, §§ 1-10; 1998, ch. 890, §§ 5, 6; 2000, ch. 568, § 4) was deleted and replaced by Acts 2001, ch. 353 effective January 1, 2002.

Amendments. The 2020 amendment, in (a), inserted “in the manner and form prescribed by the secretary of state.” in the second sentence, and substituted “located, or transactions that occur,” for “located in or transactions that occur” in the third sentence.

Effective Dates. Acts 2020, ch. 719, § 35, June 22, 2020.

61-1-106. Governing law.

Except as otherwise provided in subsections (b) and (c), the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership.
Where the partners have provided that the partnership agreement is governed by the laws of a jurisdiction other than this state, the law of the jurisdiction governing the partnership agreement governs relations among the partners and between the partners and the partnership.
The law of this state governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership that has filed an application as a limited liability partnership in this state.

Acts 2001, ch. 353.

Compiler's Notes. Former chapter 1, §§ 61-1-101 — 61-1-148, (Acts 1917, ch. 140, §§ 2-43; Shan., §§ 3141b2-3141b42 (p. 6585-6595) Shan. Supp., §§ 3118a53-3118a93; Acts 1927, ch. 34, §§ 1-3; Code 1932, §§ 7841-7882; mod. C. Supp. 1950, § 7854; Acts 1961, ch. 181, § 1; 1963, ch. 136, § 1; T.C.A. (orig. ed.), §§ 61-101—61-142; Acts 1982, ch. 773, § 1; Acts 1995 ch. 400, §§ 1-10; 1998, ch. 890, §§ 5, 6; 2000, ch. 568, § 4) was deleted and replaced by Acts 2001, ch. 353 effective January 1, 2002.

61-1-107. Partnership subject to amendment or repeal of chapter.

A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.

Acts 2001, ch. 353.

Compiler's Notes. Former chapter 1, §§ 61-1-101 — 61-1-148, (Acts 1917, ch. 140, §§ 2-43; Shan., §§ 3141b2-3141b42 (p. 6585-6595) Shan. Supp., §§ 3118a53-3118a93; Acts 1927, ch. 34, §§ 1-3; Code 1932, §§ 7841-7882; mod. C. Supp. 1950, § 7854; Acts 1961, ch. 181, § 1; 1963, ch. 136, § 1; T.C.A. (orig. ed.), §§ 61-101—61-142; Acts 1982, ch. 773, § 1; Acts 1995 ch. 400, §§ 1-10; 1998, ch. 890, §§ 5, 6; 2000, ch. 568, § 4) was deleted and replaced by Acts 2001, ch. 353 effective January 1, 2002.

Part 2
Nature of Partnership

61-1-201. Partnership as entity.

A partnership is an entity distinct from its partners.
A limited liability partnership continues to be the same entity that existed before the filing of an application under former § 61-1-143.

Acts 2001, ch. 353.

61-1-202. Formation of partnership.

Except as otherwise provided in subsection (b), the association of two (2) or more persons to carry on as co-owners of a business for profit forms a partnership, whether or not the persons intend to form a partnership.
An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter.
In determining whether a partnership is formed, the following rules apply:
1. Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.
2. The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
3. A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:
  1. Of a debt by installments or otherwise;
  2. For services as an independent contractor or of wages or other compensation to an employee;
  3. Of rent;
  4. Of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;
  5. Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or
  6. For the sale of the goodwill of a business or other property by installments or otherwise.

Acts 2001, ch. 353.

Cross-References. Equity participations, title 47, ch. 24.

Limited partnerships, title 61, ch. 2, part 1.

Presumption of partnership, §§ 24-5-108, 24-5-109.

Textbooks. Gibson's Suits in Chancery (7th ed., Inman), § 412.

Tennessee Jurisprudence, 20 Tenn. Juris., Partnership, §§ 5-7, 10.

Law Reviews.

Business Associations — 1956 Survey (F. Hodge O'Neal), 9 Vand. L. Rev. 934.

Business Associations — 1963 Tennessee Survey (Robert N. Covington), 17 Vand. L. Rev. 923.

Professional Associations in Tennessee, 29 Tenn. L. Rev. 437.

Some Whys and Wherefores in Drafting Shareholder Agreements (Robert L. McMurray), 23 No. 5 Tenn. B.J. 19 (1987).

The Tennessee Corporation Act and Close Corporations for Profit (James S. Covington, Jr.), 43 Tenn. L. Rev. 183.

NOTES TO DECISIONS

1. Creation.

Bankruptcy debtor and her husband entered into a business relationship for profit, combining their property, labor, skill, experience, or money, thus forming a partnership, where they combined their property and money into their business, the husband deposited his and the debtor's payroll checks into the business' checking account, and the debtor and husband were the signatories on the business' checking account. Haney v. Copeland (In re Copeland), 291 B.R. 740, 2003 Bankr. LEXIS 274 (Bankr. E.D. Tenn. 2003).

In a will dispute, a trial court erred by treating a poultry business as being operated by joint tenants where the evidence showed that business law should have been applied; the case was remanded for a determination of whether the business was operated as a sole proprietorship or a partnership. In re Estate of Jones, 183 S.W.3d 372, 2005 Tenn. App. LEXIS 445 (Tenn. Ct. App. 2005), appeal denied, — S.W.3d —, 2005 Tenn. LEXIS 1184 (Tenn.2005).

2. Partnership Not Established.

Where buyer failed to present evidence that a seller and a chemical company intended to share profits, it failed to establish a genuine issue of material fact as to whether those parties were engaged in a joint venture or implied partnership. Messer Griesheim Indus. v. Cryotech of Kingsport, Inc., 131 S.W.3d 457, 2003 Tenn. App. LEXIS 483 (Tenn. Ct. App. 2003).

Broker of a shipment did not have an implied partnership with the delivery driver or the freight company where the labor, skill, and equipment needed to fulfill the brokerage contracts were controlled by the freight company and its drivers, the freight company was only one of several companies that the broker contacted to broker shipments, the only funds exchanged between the broker and the freight company were the pre-negotiated payment the freight company received for its delivery services, and it was the freight company that paid the driver, not the broker. Bowman v. Benouttas, 519 S.W.3d 586, 2016 Tenn. App. LEXIS 668 (Tenn. Ct. App. Sept. 9, 2016), appeal denied, — S.W.3d —, 2017 Tenn. LEXIS 61 (Tenn. Jan. 19, 2017).

No partnership legally resulted from an earnout provision because the provision was directed at calculating part of the consideration owed under a Membership Interest Purchase Agreement. Therefore, even assuming the calculation was considered to involve a sharing of profits, no presumption of a partnership between business entities legally arose. Popularcategories.com, Inc. v. Gerregano, — S.W.3d —, 2018 Tenn. App. LEXIS 747 (Tenn. Ct. App. Dec. 20, 2018).

3. Partnership Established.

Partnership was formed between a decedent and a business associate pursuant to T.C.A. § 61-1-202 because those men combined their property, labor, skill, experience, and money, and entered into a business relationship for profit; the associate managed a dairy and took care of its daily operation, the bank account was jointly titled, the associate had equal access to the money, the milk checks were made payable to both men and deposited into the joint account, and the herd was registered to both men. Swecker v. Swecker, 360 S.W.3d 422, 2011 Tenn. App. LEXIS 25 (Tenn. Ct. App. Jan. 26, 2011), appeal denied, — S.W.3d —, 2011 Tenn. LEXIS 692 (Tenn. July 14, 2011).

61-1-203. Partnership property.

Property transferred to or otherwise acquired by a partnership is property of the partnership and not of the partners individually.

Acts 2001, ch. 353.

61-1-204. When property is partnership property.

Property is partnership property if acquired in the name of:
1. The partnership; or
2. One (1) or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
Property is acquired in the name of the partnership by a transfer to:
1. The partnership in its name; or
2. One (1) or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one (1) or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.
Property acquired in the name of one (1) or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.

Acts 2001, ch. 353.

Cross-References. Employees' lien on firm property, title 66, ch. 13.

Textbooks. Pritchard on Wills and Administration of Estates (4th ed., Phillips and Robinson), § 692.

Tennessee Jurisprudence, 20 Tenn. Juris., Partnership, §§ 14, 16.

Law Reviews.

The Tennessee Corporation Act and Close Corporations for Profit (James S. Covington, Jr.), 43 Tenn. L. Rev. 183.

Decisions Under Prior Law

1. Real Property.

Provision that unless contrary intention appears, property acquired with partnership funds is partnership property, did not change the rule that real estate of partnership is held as personalty for partnership purposes, but where not needed for such purposes descends as other real estate to the heir. Marks v. Marks, 1 Tenn. App. 436, — S.W. —, 1925 Tenn. App. LEXIS 64 (Tenn. Ct. App. 1925).

The fact that partners invest firm profits in real estate does not necessarily make it partnership property. Marks v. Marks, 1 Tenn. App. 436, — S.W. —, 1925 Tenn. App. LEXIS 64 (Tenn. Ct. App. 1925).

The partnership may hold property in the partnership name and the interest of the individual members is personal property. Karns v. Loftis, 1 Tenn. App. 574, — S.W. —, 1925 Tenn. App. LEXIS 77 (Tenn. Ct. App. 1925).

Where a partnership acquires land solely for the purpose of speculation and it is not contemplated that there shall be any conveyances between the parties, equity regards it as personal property among the partners and an agreement of one partner to release his interest is not a contract for such an interest in lands as comes within the statute of frauds. Smith v. Guy, 24 Tenn. App. 352, 144 S.W.2d 702, 1940 Tenn. App. LEXIS 41 (Tenn. Ct. App. 1940).

When a partnership once acquires real estate, with partnership funds and for partnership purposes, it then becomes personalty for all purposes and can be conveyed according to the terms of the act as other partnership property. And real estate which becomes personal property for the purposes of a partnership remains personal property for the purpose of distribution. Cultra v. Cultra, 188 Tenn. 506, 221 S.W.2d 533, 1949 Tenn. LEXIS 367 (1949).

Partnership realty must be regarded as personalty for all purposes including descent and distribution. Brown v. Brown, 45 Tenn. App. 78, 320 S.W.2d 721, 1958 Tenn. App. LEXIS 114 (Tenn. Ct. App. 1958).

2. Conveyance of Partnership Property.

A conveyance of partnership property held in the name of the partnership is made in the name of the partnership and not as a conveyance of the individual interests of the partners. Putnam v. Shoaf, 620 S.W.2d 510, 1981 Tenn. App. LEXIS 608 (Tenn. Ct. App. 1981).

Partner had no specific interest in unknown choses in action of partnership to separately convey or retain since it was property of the partnership, thus when the partner conveyed an interest in the partnership that partner retained no rights in the chose in action upon its discovery. Putnam v. Shoaf, 620 S.W.2d 510, 1981 Tenn. App. LEXIS 608 (Tenn. Ct. App. 1981).

3. Determination of Ownership.

In determining whether property is partnership property or property owned by an individual, the court must focus primarily on the intentions of the partners at the time the property was acquired. In re Fulton, 43 B.R. 273, 1984 Bankr. LEXIS 4900 (Bankr. M.D. Tenn. 1984).

Proceeds from equipment purchased before the partnership was dissolved, were partnership property. In re Henderson, 127 B.R. 168, 1991 U.S. Dist. LEXIS 6284 (M.D. Tenn. 1991).

Inventory proceeds which were turnover of inventory that was in stock when the partnership was dissolved were partnership property. In re Henderson, 127 B.R. 168, 1991 U.S. Dist. LEXIS 6284 (M.D. Tenn. 1991).

4. —Burden of Proof.

When property is titled in the name of the partnership, the party asserting that the property is not partnership property has the burden of proof. In re Fulton, 43 B.R. 273, 1984 Bankr. LEXIS 4900 (Bankr. M.D. Tenn. 1984).

Part 3
Relations of Partners to Persons Dealing with Partnership

61-1-301. Partner agent of partnership.

Subject to the effect of a statement of partnership authority under § 61-1-303:

Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority;
An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.

Acts 2001, ch. 353.

Textbooks. Tennessee Jurisprudence, 20 Tenn. Juris., Partnership, §§ 5, 9, 10, 23, 25.

Law Reviews.

Delaware LLCs for Tennessee Lawyers? (Richard Spore), 35 No. 5 Tenn. B.J. 27 (1999).

The Tennessee Corporation Act and Close Corporations for Profit (James S. Covington, Jr.), 43 Tenn. L. Rev. 183.

Vicarious Liability and the Traditional Law Firm Partnership: What You Should Know (Paul S. Davidson), 29 No. 3 Tenn. B.J. 12 (1993).

61-1-302. Transfer of partnership property.

Partnership property may be transferred as follows:
1. Subject to the effect of a statement of partnership authority under § 61-1-303, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name;
2. Partnership property held in the name of one (1) or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held;
3. Partnership property held in the name of one (1) or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under § 61-1-301 and:
1. As to subsequent transferee who gave value for property transferred under subsection (a)(1) and (2), proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or
2. As to a transferee who gave value for property transferred under subsection (a)(3), proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b), from any earlier transferee of the property.
If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.

Acts 2001, ch. 353.

Cross-References. Conveyances declared fraudulent, § 66-3-309.

Decisions Under Prior Law

1. Real Estate Becomes Personalty.

When a partnership once acquires real estate, with partnership funds and for partnership purposes, it then becomes purveyed according to the terms of the act as other partnership property. Cultra v. Cultra, 188 Tenn. 506, 221 S.W.2d 533, 1949 Tenn. LEXIS 367 (1949).

2. Conveyance by Partnership.

Where a partnership supplied a deed and acknowledgment before the deadline for the agreement, given that the conveyance was governed by partnership rules which do not require a corporate resolution, the partnership supplied the necessary elements for a good title, and therefore defendant's refusal to close the deal therefore breached the obligation of the settlement agreement, and the partnership was properly awarded damages. REM Enters. v. Frye, 958 S.W.2d 747, 1996 Tenn. App. LEXIS 417 (Tenn. Ct. App. 1996), appeal denied, Rem Enters. v. Frye, 1997 Tenn. LEXIS 85 (Tenn. Jan. 6, 1997).

61-1-303. Statement of partnership authority.

A partnership may file a statement of partnership authority, which:
1. Must include:
  1. The name of the partnership;
  2. The street address of its chief executive office (and a mailing address such as a post office box if the United States postal service does not deliver to the chief executive office) and of one (1) office in this state, if there is one; and
  3. The names of the partners authorized to execute an instrument transferring real property held in the name of the partnership; and
2. May state the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter.
If a filed statement of partnership authority is executed pursuant to § 61-1-105(c) and states the name of the partnership but does not contain all of the other information required by subsection (a), the statement nevertheless operates with respect to a person not a partner as provided in subsections (c) and (d).
Except as otherwise provided in subsection (f), a filed statement of partnership authority supplements the authority of a partner to enter into transactions on behalf of the partnership as follows:
1. Except for transfers of real property, a grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority;
2. A grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a filed statement of partnership authority recorded in the office of the register of deeds in the county where that real property is located is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a filed statement containing a limitation on that authority is not then of record in the office of the register of deeds in the county where that real property is located. The recording in the office of the register of deeds in the county where that real property is located of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.
A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the filed statement containing the limitation on authority is of record in the office for recording transfers of that real property.
Except as otherwise provided in subsections (c) and (d) and §§ 61-1-704 and 61-1-805, a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement.
Unless earlier canceled, a filed statement of partnership authority is canceled by operation of law five (5) years after the date on which the statement, or the most recent amendment, was filed with the office of the register of deeds or with the secretary of state, as the case may be.

Acts 2001, ch. 353; 2002, ch. 563, § 1; 2014, ch. 783, § 17.

61-1-304. Statement of denial.

A partner or other person named as partner in a filed statement of partnership authority may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in § 61-1-303(c) and (d).

Acts 2001, ch. 353.

61-1-305. Partnership liable for partner's actionable conduct.

A 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 partner acting in the ordinary course of business of the partnership or with authority of the partnership.
If, in the ordinary course of the partnership's business or while acting with authority of the partnership, a 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 partner, the partnership is liable for the loss.

Acts 2001, ch. 353.

Textbooks. Tennessee Jurisprudence, 20 Tenn. Juris., Partnership, § 26.

Law Reviews.

Consideration in Formation of Contracts in Tennessee (John H. Moore), 16 Tenn. L. Rev. 915.

Fraud Imputation Under Section 523(a)(2)(A): Is a Partner Always Liable for Wrongdoing by the Partnership? (Bernice B. Donald), 24 Mem. St. U.L. Rev. 651 (1994).

Vicarious Liability and the Traditional Law Firm Partnership: What You Should Know (Paul S. Davidson), 29 No. 3 Tenn. B.J. 12 (1993).

Decisions Under Prior Law

1. Fraud.

The fraud of one general partner should be imputed to the other general partner regardless of the latter's ignorance of the fraud. Bancboston Mortg. Corp. v. Ledford, 127 B.R. 175, 1991 U.S. Dist. LEXIS 6263 (M.D. Tenn. 1991), aff'd, In re Ledford, 970 F.2d 1556, 1992 U.S. App. LEXIS 17453 (6th Cir. Tenn. 1992).

61-1-306. Partner's liability.

Except as otherwise provided in subsections (b)-(g), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.
A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.
An obligation of a partnership incurred while the partnership is a registered limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a partner. This subsection (c) applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a registered limited liability partnership under § 61-1-1001(b).
Subsection (c) does not affect the liability of a partner in a registered limited liability partnership for the partner's own omissions, negligence, wrongful acts, misconduct or malpractice, or that of any person under the partner's direct supervision and control.
A partner in a registered limited liability partnership is not a proper party to a proceeding by or against a registered limited liability partnership, the object of which is to recover damages or enforce the obligations arising out of the acts, omissions, malpractice or misconduct of the type described in subsection (c), unless the partner is personally liable under subsection (d).
Unless otherwise agreed, a partner who receives a distribution from a registered limited liability partnership or a partner who votes for or assents to the distribution shall have no liability for the distribution under this section or any other applicable law for the amount of the distribution after the expiration of three (3) years from the date of the distribution.
Notwithstanding any other provision of this chapter to the contrary, each person, partner, or employee required to collect, truthfully account for, and pay over to the department of revenue any tax collected from the customers of a registered limited liability partnership shall be personally liable for such taxes in the same manner as responsible persons of a corporation under the same provisions of § 67-1-1443.

Acts 2001, ch. 353; 2014, ch. 641, § 1.

Compiler's Notes. Acts 2014, ch. 641, § 2 provided that the limitations on individual partner liability of the act, which amended this section, shall not apply to any obligation, whether arising in contract, tort, or otherwise, that was incurred or arose prior to July 1, 2014.

Textbooks. Tennessee Jurisprudence, 20 Tenn. Juris., Partnership, §§ 21, 30, 32, 52, 62.

Law Reviews.

Some Whys and Wherefores in Drafting Shareholder Agreements (Robert L. McMurray), 23 No. 5 Tenn. B.J. 19 (1987).

Vicarious Liability and the Traditional Law Firm Partnership: What You Should Know (Paul S. Davidson), 29 No. 3 Tenn. B.J. 12 (1993).

NOTES TO DECISIONS

1. Applicability.

Horse trainers were liable under 15 U.S.C. § 1825 and 15 U.S.C. § 1824 of the Horse Protection Act of 1970 because they operated an implied partnership pursuant to T.C.A. § 61-1-306 and because their training stables transported the horse, they were liable for that transport; furthermore, trainers also admitted that they signed a check that was drawn from their training stable account in order to pay the horse's entry fee. Derickson v. USDA, 2008 FED App. 396P, 546 F.3d 335, 2008 U.S. App. LEXIS 23705 (6th Cir. Nov. 10, 2008).

2. Limited Liability Partners.

Although a developer was entitled to its full fee under a development agreement with a limited liability partnership (LLP) for construction of an apartment complex, a trial court erred in assessing judgment against the limited liability partners because the limited liability partners could not be held liable for the debts of the LLP pursuant to the Tennessee Uniform Partnership Act, T.C.A. § 61-1-306(c). Eagles Landing Dev., LLC v. Eagles Landing Apts., 386 S.W.3d 246, 2012 Tenn. App. LEXIS 68 (Tenn. Ct. App. Feb. 2, 2012), rehearing denied, Eagles Landing Dev., LLC v. Eagles Landing Apts., L.P., 386 S.W.3d 246, 2012 Tenn. App. LEXIS 926 (Tenn. Ct. App. 2012), appeal denied, Eagles Landing Dev., LLC v. Eagles Landing Apts., LP, — S.W.3d —, 2012 Tenn. LEXIS 516 (Tenn. Aug. 16, 2012).

3. Partner Liability.

Trial court's award of a portion of a discrepancy in a cleint advance fees account to the law firm as compensatory damages against a former member was reversed where although the discrepancy was discovered while the former member was a partner, the firm could not trace the genesis of the expense, and there was testimony that the expense may have, in fact, been written off at some point but not noted in the firm's financial records. Knight v. Harris, — S.W.3d —, 2018 Tenn. App. LEXIS 9 (Tenn. Ct. App. Jan. 11, 2018).

Decisions Under Prior Law

1. Joint and Several Liability.

Under the former Uniform Partnership Law, partners were jointly and severally liable for matters growing out of partnership's wrongful acts. East Tennessee Natural Gas Co. v. Peltz, 38 Tenn. App. 100, 270 S.W.2d 591, 1954 Tenn. App. LEXIS 106 (Tenn. Ct. App. 1954).

An injured person at his election may sue one, some, or all of the partners for the torts of a partner or of an agent for whose misconduct the partnership is liable. Johnson v. King, 221 Tenn. 292, 426 S.W.2d 196, 1968 Tenn. LEXIS 464 (1968).

Since all general partners are liable for partnership debt, the preferential payment of one of those debts will not reduce the partners' net exposure on partnership obligations; the partners will remain liable for whatever deficiency of partnership assets there may be to satisfy the partnership debts, and that figure will be the same whether or not partnership creditors are paid ratably or some are preferred. Unsecured Creditors' Committee of Seasons Properties v. Miller & Martin, 141 B.R. 631, 1992 Bankr. LEXIS 1088 (Bankr. E.D. Tenn. 1992).

A partnership's general partner is personally liable for the payment of the partnership's tax obligations. Travelers Indem. Co. v. Rose, 139 B.R. 878, 1992 Bankr. LEXIS 575 (Bankr. W.D. Tenn. 1992).

2. Liability of New Partner.

When a new partner, upon entering a partnership, is told by the landlord that the rent of property leased by the partnership is $100 per month, which the new partner pays, the new partner is not liable for any further sum, claimed as the difference between the sum paid and the rent specified in the lease. Winer v. Williams, 165 Tenn. 190, 54 S.W.2d 723, 1932 Tenn. LEXIS 36 (1932).

3. Private Account of Partner.

A bank cannot claim the deposit of one partner, made on that partner's separate account, in order to apply it on a debt due by the partnership. Farmers State Bank v. Jones, 34 Tenn. App. 57, 232 S.W.2d 658, 1949 Tenn. App. LEXIS 140 (Tenn. Ct. App. 1949).

Fact that bank which held partnership's note mistakenly applied deposit of nonresident partner against such debt did not prevent bank from later proceeding in an orderly manner to attach such deposit. Farmers State Bank v. Jones, 34 Tenn. App. 57, 232 S.W.2d 658, 1949 Tenn. App. LEXIS 140 (Tenn. Ct. App. 1949).

4. Venue.

Suit to recover for services rendered partnership was based on the joint obligation of the partners, hence it was required to be sued in county where partnership did business and not in county where only one of the partners lived. Southgate v. Linton, 181 Tenn. 540, 181 S.W.2d 888, 1944 Tenn. LEXIS 274 (1944).

5. Satisfaction of Judgment.

A judgment against a partnership in the firm name is good and to be satisfied out of partnership assets. Karns v. Loftis, 1 Tenn. App. 574, — S.W. —, 1925 Tenn. App. LEXIS 77 (Tenn. Ct. App. 1925).

6. Binding Effect of Judgment.

A judgment against a partnership is binding on the individual partner, especially where an answer and cross-bill was filed in the name of the partner and that partner did not disavow the activities of that partner's associates in filing such pleadings. Kincade v. Jeffery-De Witt Insulator Corp., 242 F.2d 328, 1957 U.S. App. LEXIS 2797 (5th Cir. Miss. 1957).

Where suit is not brought against a partnership as such but against two individuals as joint tortfeasors, their uncontradicted proof that they were acting as partners at the time of the tort giving rise to the action would not make a judgment in favor of one res judicata as against the other. Johnson v. King, 221 Tenn. 292, 426 S.W.2d 196, 1968 Tenn. LEXIS 464 (1968).

61-1-307. Actions by and against partnership and partners.

A partnership may sue and be sued in the name of the partnership.
An action may be brought against the partnership and, to the extent not inconsistent with § 61-1-306, any or all of the partners in the same action or in separate actions.
A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.
A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under § 61-1-306 and:
1. A judgment based on the same claim has been obtained against the 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 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 partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership 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 partner by law or contract independent of the existence of the partnership.
This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under § 61-1-308.

Acts 2001, ch. 353.

61-1-308. Purported partner.

If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one (1) or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
If a person is thus represented to be a partner in an existing partnership, or with one (1) or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.
A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.
Except as otherwise provided in subsections (a) and (b), persons who are not partners as to each other are not liable as partners to other persons.

Acts 2001, ch. 353.

Decisions Under Prior Law

1. In General.

A person holding himself out as a partner, thereby inducing another to extend credit to third party upon faith of such representation, is liable upon the doctrine of estoppel. H. T. Hackney Co. v. Robert E. Lee Hotel, 156 Tenn. 243, 300 S.W. 1, 1927 Tenn. LEXIS 108 (1927).

Person holding himself out as partner is liable as such. Mosley v. Robert Orr & Co., 6 Tenn. App. 243, — S.W. —, 1927 Tenn. App. LEXIS 135 (Tenn. Ct. App. 1927).

In an action by plaintiff against the defendants as partners to recover damages for diseased hogs delivered to him by one defendant, the other defendant denied the act to be a partnership act and the charge of the judge that, “if the defendants were partners and plaintiff knew of the partnership and had recently dealt with them as partners in similar transactions, and you find that he, as a reasonably prudent man had a right to think that he was dealing with the partnership, then the defendants would be liable as partners even if as between themselves it was not a partnership act,” was a correct statement of the law. Tallent v. Fox, 24 Tenn. App. 96, 141 S.W.2d 485, 1940 Tenn. App. LEXIS 19 (Tenn. Ct. App. 1940).

As between complainant and defendant there can be no partnership by estoppel. Badger v. Boyd, 16 Tenn. App. 629, 65 S.W.2d 601, 1933 Tenn. App. LEXIS 37 (Tenn. Ct. App. 1933).

Where wife alleged in divorce petition that she and husband were “proprietors” of bakery business, and wife was awarded business as part of alimony, she was not a partner by estoppel as to contracts made by her husband as owner of business prior to divorce. Schultz, Banjan & Co. v. Bell, 23 Tenn. App. 258, 130 S.W.2d 149, 1939 Tenn. App. LEXIS 31, 168 A.L.R. 758 (Tenn. Ct. App. 1939).

In order to invoke former T.C.A. § 61-1-105, a party must represent that party's self to be a partner. Dewberry v. Maddox, 755 S.W.2d 50, 1988 Tenn. App. LEXIS 206 (Tenn. Ct. App. 1988).

2. Proof of Partnership.

Before one partner can be charged with the admission of an alleged copartner, the partnership relation must be shown — and that by other evidence than the admission itself. Badger v. Boyd, 16 Tenn. App. 629, 65 S.W.2d 601, 1933 Tenn. App. LEXIS 37 (Tenn. Ct. App. 1933).

3. Bankruptcy.

Partnership by estoppel only benefits a person who has extended credit to the alleged partnership in reliance on the representations. In re Lamb, 36 B.R. 184, 1983 Bankr. LEXIS 4785 (Bankr. E.D. Tenn. 1983).

Part 4
Relations of Partners to Each Other and to Partnership

61-1-401. Partner's rights and duties.

Each partner is deemed to have an account that is:
1. Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and
2. Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.
Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.
A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.
A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) and (d) constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
Each partner has equal rights in the management and conduct of the partnership business.
A partner may use or possess partnership property only on behalf of the partnership.
A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
A person may become a partner only with the consent of all of the partners.
A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
This section does not affect the obligations of a partnership to other persons under § 61-1-301.
A partner has the power and authority to delegate to one (1) or more other persons the partner's rights and powers to manage and control the business and affairs of the partnership, including to delegate to agents, officers and employees of the partner or the partnership, and to delegate by a management agreement or other agreement with, or otherwise to, other persons. Such delegation by a partner shall not cause the partner to cease to be a partner of the partnership.

Acts 2001, ch. 353.

Textbooks. Tennessee Jurisprudence, 20 Tenn. Juris., Partnership, § 20.

NOTES TO DECISIONS

1. Winding Up Fee.

In an action where the executrix of the deceased's estate filed a partition action seeking partition of the deceased's and the partner's business, the partner as the surviving partner was entitled to reasonable compensation for winding up the partnership and the evidence did not preponderate against that finding or the amount awarded. Utter v. Sherrod, 132 S.W.3d 344, 2003 Tenn. App. LEXIS 458 (Tenn. Ct. App. 2003), rehearing denied, 132 S.W.3d 344, 2003 Tenn. App. LEXIS 974 (Tenn. Ct. App. 2003), appeal denied, — S.W.3d —, 2004 Tenn. LEXIS 231 (Tenn. Mar. 8, 2004).

2. Attorney's Fees.

Trial court properly applied T.C.A. § 61-1-401 in allowing the professor to recover attorney's fees in the amount of $ 38,983.70 as part of the partnership winding up expenses because at the time of the hearing, the case had been in litigation for nearly three years, including motions for summary judgment and discovery, the parties had attempted mediation, and the professor bore the costs of the litigation. Therefore, the evidence did not preponderate against the amount of attorney's fees awarded by the trial court. Moran v. Willensky, 339 S.W.3d 651, 2010 Tenn. App. LEXIS 80 (Tenn. Ct. App. Feb. 2, 2010), appeal denied, — S.W.3d —, 2010 Tenn. LEXIS 855 (Tenn. Sept. 1, 2010).

Decisions Under Prior Law

1. Value of Partnership Interest.

Since all partners have equal rights in the conduct and management of a firm's business affairs, the value of a deceased partner's interest when sold to a surviving partner was not enhanced by the fact that it gave the purchaser 80% ownership of the firm. Reed v. Robilio, 273 F. Supp. 954, 1967 U.S. Dist. LEXIS 11410 (W.D. Tenn. 1967), aff'd, 400 F.2d 730, 1968 U.S. App. LEXIS 5520 (6th Cir. 1968).

2. Attorney's Fees.

A surviving partner is entitled to attorney's fees in defending the partnership assets. Bird v. Collette, 26 Tenn. App. 181, 168 S.W.2d 797, 1942 Tenn. App. LEXIS 30 (Tenn. Ct. App. 1942).

Where complainant partners at their own expense prosecuted an action to recover firm assets against the wishes of the other partners and did so recover the assets, they were entitled to reasonable costs and expenses of the litigation, including reasonable fees to complainant's counsel. Evans v. Boggs, 35 Tenn. App. 354, 245 S.W.2d 641, 1951 Tenn. App. LEXIS 79 (Tenn. Ct. App. 1951).

3. Agreement Between Parties.

While it is true that the former Tennessee Uniform Partnership Act states that no partner is entitled to remuneration for acting in the partnership business, this rule is subject to any agreement between the partners. Fulcher v. Allen, 2 S.W.3d 207, 1999 Tenn. App. LEXIS 145 (Tenn. Ct. App. 1999).

61-1-402. Distributions in kind.

A partner has no right to receive, and may not be required to accept, a distribution in kind.

Acts 2001, ch. 353.

61-1-403. Partner's rights and duties with respect to information.

A partnership shall keep its books and records, if any, at its chief executive office.
A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:
1. Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this chapter; and
2. On demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

Acts 2001, ch. 353.

Textbooks. Tennessee Jurisprudence, 20 Tenn. Juris., Partnership, § 46.

61-1-404. General standards of partner's conduct.

The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (b) and (c).
A partner's duty of loyalty to the partnership and the other partners is limited to the following:
1. To account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;
2. To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and
3. To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.
A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
A partner shall discharge the duties to the partnership and the other partners under this act or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
A partner does not violate a duty or obligation under this act or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.
A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.
This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.

Acts 2001, ch. 353.

Cross-References. Accounting by surviving partner, § 66-1-108.

Textbooks. Tennessee Jurisprudence, 20 Tenn. Juris., Partnership, § 46.

61-1-405. Actions by partnership and partners.

A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:
1. Enforce the partner's rights under the partnership agreement;
2. Enforce the partner's rights under this chapter, including:
  1. The partner's rights under §§ 61-1-401, 61-1-403, or 61-1-404;
  2. The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to § 61-1-701 or enforce any other right under parts 6 or 7 of this chapter; or
  3. The partner's right to compel a dissolution and winding up of the partnership business under § 61-1-801 or enforce any other right under part 8 of this chapter; or
3. Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.
The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.

Acts 2001, ch. 353.

NOTES TO DECISIONS

1. Action to Make Up Negative Capital Account Balance.

As a result of the contractor's wrongful dissociation, the professor, as the sole remaining partner, had the right to wind up the partnership affairs, T.C.A. § 61-1-801, and as the winding up partner, the professor was not obligated to sell the property, but T.C.A. § 61-1-803 gave the winding up partner autonomy in choosing how to proceed in that endeavor. The contractor's negative capital account balance was a debt owed to the partnership, T.C.A. § 61-1-807(b), and the professor was well within her rights under T.C.A. § 61-1-405 to sue him to make up that balance; in addition, the contractor, as the dissociated partner, was liable to the partnership for any damages arising from an obligation incurred by the dissociated partner after dissociation, T.C.A. § 61-1-702. Moran v. Willensky, 339 S.W.3d 651, 2010 Tenn. App. LEXIS 80 (Tenn. Ct. App. Feb. 2, 2010), appeal denied, — S.W.3d —, 2010 Tenn. LEXIS 855 (Tenn. Sept. 1, 2010).

61-1-406. Continuation of partnership beyond definite term or particular undertaking.

If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue on the basis described in subsection (a).

Acts 2001, ch. 353.

61-1-407. Classes and voting.

A partnership agreement may provide for classes or groups of partners having such relative rights, powers and duties as the partnership agreement may provide, and may make provision for the future creation in the manner provided in the partnership agreement of additional classes or groups of partners having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of partners. A partnership agreement may provide for the taking of an action, including the amendment of the partnership agreement, without the vote or approval of any partner or class or group of partners, including an action to create under the provisions of the partnership agreement a class or group of partnership interests that was not previously outstanding. A partnership agreement may provide that any partner or class or group of partners shall have no voting rights.
The partnership agreement may grant to all or certain identified partners or a specified class or group of the partners the right to vote separately or with all or any class or group of the partners on any matter. Voting by partners may be on a per capita, number, financial interest, class, group or any other basis.
A partnership agreement may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.
On any matter that is to be voted on by partners, the partners may take such action without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the partners having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting. On any matter that is to be voted on by partners, the partners may vote in person or by proxy.
If a partnership agreement provides for the manner in which it may be amended, it may be amended in that manner or with the approval of all the partners or as otherwise permitted by law. If a partnership agreement does not provide for the manner in which it may be amended, the partnership agreement may be amended with the approval of all the partners or as otherwise permitted by law.

Acts 2001, ch. 353.

Part 5
Transferees and Creditors of Partner

61-1-501. Partner not a co-owner of partnership property.

Partnership property is owned by the partnership as an entity. A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.

Acts 2001, ch. 353.

NOTES TO DECISIONS

1. Partnership Interest.

Even if a wife's challenge to a trial court's distributive award of a partnership interest, pursuant to T.C.A. § 36-4-121(f), in lieu of a property interest in the partnership had not been waived, the challenge lacked merit because the wife was not a partner and a property interest in the partnership could not be transferred to a non-partner, pursuant to T.C.A. § 61-1-501. Forbess v. Forbess, 370 S.W.3d 347, 2011 Tenn. App. LEXIS 654 (Tenn. Ct. App. Dec. 9, 2011), rehearing denied, 370 S.W.3d 347, 2012 Tenn. App. LEXIS 927 (Tenn. Ct. App. Jan. 10, 2012), appeal denied, — S.W.3d —, 2012 Tenn. LEXIS 245 (Tenn. Apr. 12, 2012).

Decisions Under Prior Law

1. In General.

A copartner owns no personal specific interest in any specific property or asset of the partnership. Putnam v. Shoaf, 620 S.W.2d 510, 1981 Tenn. App. LEXIS 608 (Tenn. Ct. App. 1981).

A partner's right in “specific partnership property” under former T.C.A. § 61-1-123(1) is a possessory right which is not the same as the partner's “interest” in the assets of the partnership under that former section. Putnam v. Shoaf, 620 S.W.2d 510, 1981 Tenn. App. LEXIS 608 (Tenn. Ct. App. 1981).

The real interest of a partner in the partnership's assets, as opposed to an incidental possessory right as part of a right in “specific partnership property” under former T.C.A. § 61-1-123(1), was the partner's interest in the partnership under that former section. Putnam v. Shoaf, 620 S.W.2d 510, 1981 Tenn. App. LEXIS 608 (Tenn. Ct. App. 1981).

Partner had no specific interest in unknown choses in action of partnership to separately convey or retain since it was property of the partnership, thus when that partner conveyed that partner's own interest in the partnership that partner retained no rights in the chose in action upon its discovery. Putnam v. Shoaf, 620 S.W.2d 510, 1981 Tenn. App. LEXIS 608 (Tenn. Ct. App. 1981).

Because a partnership is a legal entity separate from its partners, a partner cannot claim title in partnership property. The partner may only claim the rights in specific partnership property as bestowed upon the partner under partnership law. When a partner files for bankruptcy, the partner's estate obtains whatever partnership interest was held by the filing partner. In re Fulton, 43 B.R. 273, 1984 Bankr. LEXIS 4900 (Bankr. M.D. Tenn. 1984).

61-1-502. Partner's transferable interest in partnership.

The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. This interest is personal property.

Acts 2001, ch. 353.

Law Reviews.

Partnership — Conversion of Realty Into Personalty, 21 Tenn. L. Rev. 202.

Decisions Under Prior Law

1. Partnership Property.

Partnership property is not subject to the debts of the individual partners during the life of the partnership. United States v. Worley, 213 F.2d 509, 1954 U.S. App. LEXIS 4541 (6th Cir. Tenn. 1954), cert. denied, 348 U.S. 918, 75 S. Ct. 302, 99 L. Ed. 720, 1955 U.S. LEXIS 1342 (1955), rehearing denied, 348 U.S. 940, 75 S. Ct. 361, 99 L. Ed. 736 (1955), cert. denied, 348 U.S. 917, 75 S. Ct. 301, 99 L. Ed. 719, 1955 U.S. LEXIS 1337 (1955).

2. Partner's Interest.

A partner's interest in the partnership property is his share of the surplus after all partnership debts have been paid, and that surplus alone is liable for the separate debts of each partner. United States v. Worley, 213 F.2d 509, 1954 U.S. App. LEXIS 4541 (6th Cir. Tenn. 1954), cert. denied, 348 U.S. 918, 75 S. Ct. 302, 99 L. Ed. 720, 1955 U.S. LEXIS 1342 (1955), rehearing denied, 348 U.S. 940, 75 S. Ct. 361, 99 L. Ed. 736 (1955), cert. denied, 348 U.S. 917, 75 S. Ct. 301, 99 L. Ed. 719, 1955 U.S. LEXIS 1337 (1955).

Since a partnership is a legal entity separate from its partners, a partner cannot claim title in partnership property. The partner may only claim the rights in specific partnership property as bestowed upon the partner under partnership law. When a partner files for bankruptcy, the partner's estate obtains whatever partnership interest was held by the filing partner. In re Fulton, 43 B.R. 273, 1984 Bankr. LEXIS 4900 (Bankr. M.D. Tenn. 1984).

3. Common Law Rule.

Realty was treated as personalty for purposes of the partnership, but when not so needed descended to the heirs even as against the surviving spouse of a deceased partner. Williamson v. Fontain, 66 Tenn. 212, 1874 Tenn. LEXIS 108 (1874).

61-1-503. Transfer of partner's transferable interest.

A transfer, in whole or in part, of a partner's transferable interest in the partnership:
1. Is permissible;
2. Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and
3. Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.
A transferee of a partner's transferable interest in the partnership has a right:
1. To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;
2. To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and
3. To seek under § 61-1-801(6) a judicial determination that it is equitable to wind up the partnership business.
In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.
Upon transfer, the transferor retains the rights and duties of a partner other than the transferable interest so transferred.
A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer.
A transfer of a partner's transferable interest in the partnership in violation of a restriction or prohibition on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.

Acts 2001, ch. 353.

Decisions Under Prior Law

1. Termination of Partnership.

Partnership could not terminate after dissolution where there had been no formal winding up period because the investors knew nothing of the termination, and where creditor's claim had not been paid out of the proceeds of the liquidated partnership property. In re Henderson, 127 B.R. 168, 1991 U.S. Dist. LEXIS 6284 (M.D. Tenn. 1991).

61-1-504. Partner's transferable interest subject to charging order.

On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require.
A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
At any time before foreclosure, an interest charged may be redeemed:
1. By the judgment debtor;
2. With property other than partnership property, by one (1) or more of the other partners; or
3. With partnership property, by one (1) or more of the other partners with the consent of all of the partners whose interests are not so charged.
This chapter does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.
This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.

Acts 2001, ch. 353.

Part 6
Partner's Dissociation

61-1-601. Events causing partner's dissociation.

A partner is dissociated from a partnership upon the occurrence of any of the following events:

The partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner;
An event agreed to in the partnership agreement as causing the partner's dissociation;
The partner's expulsion pursuant to the partnership agreement;
The partner's expulsion by the unanimous vote of the other partners if:
1. It is unlawful to carry on the partnership business with that partner;
2. There has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes, or a court order charging the partner's interest, which has not been foreclosed;
3. Within ninety (90) days after the partnership notifies a corporate partner or limited liability company partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter, articles of organization or equivalent has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation or organization, there is no revocation of the certificate of dissolution or no reinstatement of its charter, articles of organization or equivalent or its right to conduct business; or
4. A partnership that is a partner has been dissolved and its business is being wound up;
On application by the partnership or another partner, the partner's expulsion by judicial determination because:
1. The partner engaged in wrongful conduct that adversely and materially affected the partnership business;
2. The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under § 61-1-404; or
3. The partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner;
The partner's:
1. Becoming a debtor in bankruptcy;
2. Executing an assignment for the benefit of creditors;
3. Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner's property; or
4. Failing, within ninety (90) days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence, or failing within ninety (90) days after the expiration of a stay to have the appointment vacated;
In the case of a partner who is an individual:
1. The partner's death;
2. The appointment of a guardian or general conservator for the partner; or
3. A judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement;
In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee;
In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative; or
Termination of a partner who is not an individual, partnership, corporation, limited liability company, trust, or estate.

Acts 2001, ch. 353.

NOTES TO DECISIONS

1. Withdrawal of Partner.

It was undisputed in the record that the parties' relationship constituted a partnership, as defined in T.C.A. § 61-1-101, and, as such, the trial court correctly applied the former Tennessee Uniform Partnership Act, T.C.A. § 61-1-101 et seq. Because the undisputed proof indicated that the contractor left the project before it was completed, a preponderance of the evidence supported the trial court's finding that the contractor breached the partnership agreement and wrongfully dissociated from the partnership pursuant to T.C.A. § 61-1-601 and T.C.A. § 61-1-602(b). Moran v. Willensky, 339 S.W.3d 651, 2010 Tenn. App. LEXIS 80 (Tenn. Ct. App. Feb. 2, 2010), appeal denied, — S.W.3d —, 2010 Tenn. LEXIS 855 (Tenn. Sept. 1, 2010).

Decisions Under Prior Law

1. Liability of Deceased Partner's Estate.

Where a partner of the deceased renewed notes of the partnership in the name of the partnership after the death of the deceased, the renewal notes could not bind the estate of the deceased; however, this does not necessarily mean the estate could not be bound on the original notes for which the renewal notes were executed. First Nat'l Bank v. Hunter, 22 Tenn. App. 626, 125 S.W.2d 183, 1938 Tenn. App. LEXIS 63 (Tenn. Ct. App. 1938).

2. Powers of Executors or Administrators.

Ordinarily, an executor or administrator of a deceased partner has no power to engage in the continuation of the partnership business. Lightfoot v. Hardaway, 751 S.W.2d 844, 1988 Tenn. App. LEXIS 46 (Tenn. Ct. App. 1988).

3. Limitation on Accounting.

Suit for an accounting by representative of deceased partner filed more than six years after date of death was barred by six-year limitation period, since action accrued on date of dissolution — the date of the death of deceased partner. Manley v. Belew, 190 Tenn. 698, 231 S.W.2d 353, 1950 Tenn. LEXIS 537 (1950).

4. Withdrawal of Partner.

Where two partners of four member partnership sold their interest to the other two partners and withdrew, and thereafter partnership assets were transferred to a corporation in exchange for stock, the partnership was dissolved prior to the formation of the corporation and assets in hands of corporation were not held on the same basis as in the original partnership. Flexer Theatres of Mississippi, Inc. v. United States, 224 F.2d 445, 1955 U.S. App. LEXIS 5091 (6th Cir. Tenn. 1955).

5. Termination of Partnership.

Foreclosure which effectively terminated the partnership by removing the partnership's major asset and the reason for its existence constituted a dissolution. Fulcher v. Allen, 2 S.W.3d 207, 1999 Tenn. App. LEXIS 145 (Tenn. Ct. App. 1999).

6. Judicial Decree.

The filing of a lawsuit seeking dissolution does not necessarily effect a dissolution upon the filing of the cause, and where the court determines that dissolution is proper, an order of dissolution should be entered; but such an order is not absolutely necessary where all partners agree that dissolution be effected. Hoppen v. Powell, 600 S.W.2d 736, 1980 Tenn. App. LEXIS 350 (Tenn. Ct. App. 1980).

7. Equitable Circumstances.

Failure of partners to establish a fair market value annually as required by the partnership agreement rendered it impossible to withdraw or retire from the partnership in accordance with the partnership agreement, and brought the case within the provisions of former T.C.A. § 61-1-131. Piccolo v. Stagmaier, 867 S.W.2d 319, 1993 Tenn. App. LEXIS 242 (Tenn. Ct. App. 1993), appeal denied, 1993 Tenn. LEXIS 264 (Tenn. July 6, 1993).

61-1-602. Partner's power to dissociate — Wrongful dissociation.

A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to § 61-1-601(1).
A partner's dissociation is wrongful only if:
1. It is in breach of an express provision of the partnership agreement; or
2. In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:
  1. The partner withdraws by express will, unless the withdrawal follows within ninety (90) days after another partner's dissociation by death or otherwise under § 61-1-601(6)-(10) or wrongful dissociation under this subsection (b);
  2. The partner is expelled by judicial determination under § 61-1-601(5);
  3. The partner is dissociated by becoming a debtor in bankruptcy; or
  4. In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.
A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.

Acts 2001, ch. 353.

NOTES TO DECISIONS

1. Leaving Project Before Completion as Wrongful Dissociation.

61-1-603. Effect of partner's dissociation.

If a partner's dissociation results in a dissolution and winding up of the partnership business, part 8 of this chapter applies; otherwise, part 7 of this chapter applies.
Upon a partner's dissociation:
1. The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in § 61-1-803;
2. The partner's duty of loyalty under § 61-1-404(b)(3) terminates; and
3. The partner's duty of loyalty under § 61-1-404(b)(1) and (2) and duty of care under § 61-1-404(c) continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to § 61-1-803.

Acts 2001, ch. 353.

Part 7
Partner's Dissociation When Business Not Wound Up

61-1-701. Purchase of dissociated partner's interest.

If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under § 61-1-801, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursuant to subsection (b).
The buyout price of a dissociated partner's interest is the amount that would have been distributable to the dissociating partner under § 61-1-807(b) if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of that date. Interest must be paid from the date of dissociation to the date of payment.
Damages for wrongful dissociation under § 61-1-602(b), and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, must be offset against the buyout price. Interest must be paid from the date the amount owed becomes due to the date of payment.
A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under § 61-1-702.
If no agreement for the purchase of a dissociated partner's interest is reached within one hundred twenty (120) days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (c).
If a deferred payment is authorized under subsection (h), the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (c), stating the time of payment, and the other terms and conditions of the obligation.
The payment or tender required by subsection (e) or (f) must be accompanied by the following:
1. A statement of partnership assets and liabilities as of the date of dissociation;
2. The latest available partnership balance sheet and income statement, if any;
3. An explanation of how the estimated amount of the payment was calculated; and
4. Written notice that the payment is in full satisfaction of the obligation to purchase unless, within one hundred twenty (120) days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection (c), or other terms of the obligation to purchase.
A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause any material hardship to the business of the partnership. A deferred payment must bear interest.
A dissociated partner may maintain an action against the partnership, pursuant to § 61-1-405(b)(2)(B), to determine the buyout price of that partner's interest, any offsets under subsection (c), or other terms of the obligation to purchase. The action must be commenced within one hundred twenty (120) days after the partnership has tendered payment or an offer to pay or within one (1) year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner's interest, any offset due under subsection (c), and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (h), the court shall also determine the other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership's failure to tender payment or an offer to pay or to comply with subsection (g).

Acts 2001, ch. 353; 2002, ch. 563, § 3.

61-1-702. Dissociated partner's power to bind and liability to partnership.

For one (1) year after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under part 9 of this chapter, is bound by an act of the dissociated partner which would have bound the partnership under § 61-1-301 before dissociation only if at the time of entering into the transaction the other party:
1. Reasonably believed that the dissociated partner was then a partner;
2. Did not have notice of the partner's dissociation; and
3. Is not deemed to have had knowledge under § 61-1-303(d) or notice under § 61-1-704(c).
A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a).

Acts 2001, ch. 353.

NOTES TO DECISIONS

1. Liability of Dissociated Partner.

61-1-703. Dissociated partner's liability to other persons.

A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b).
A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under part 9 of this chapter, within one year after the partner's dissociation, only if the obligation is one for which such dissociated partner would be liable under § 61-1-306 if such dissociated partner had not dissociated and at the time of entering into the transaction the other party:
1. Reasonably believed that the dissociated partner was then a partner;
2. Did not have notice of the partner's dissociation; and
3. Is not deemed to have had knowledge under § 61-1-303(d) or notice under § 61-1-704(c).
By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.

Acts 2001, ch. 353.

Decisions Under Prior Law

1. Withdrawal of Partners.

Although upon withdrawal of one or more partners, the partnership may allow the business to continue in the same name with the withdrawing partners being compensated for their interest in the business, nevertheless the first or terminated partnership is a different business association from the partnership or other entity that operates the continuing business. Hodge v. DMNS Co., 652 S.W.2d 762, 1982 Tenn. App. LEXIS 455 (Tenn. Ct. App. 1982).

The withdrawal of two partners from a partnership, while the business was continued in lieu of liquidation, did not amount to a “sale or transfer by the borrower” of the property held by the partnership for purposes of a “due-on-sale” clause, even though by operation of law the entity had changed. Hodge v. DMNS Co., 652 S.W.2d 762, 1982 Tenn. App. LEXIS 455 (Tenn. Ct. App. 1982).

Investors in a partnership did not lose their standing as partnership creditors when one partner assigned his interest to another, but became creditors of the continuing entity. In re Henderson, 127 B.R. 168, 1991 U.S. Dist. LEXIS 6284 (M.D. Tenn. 1991).

61-1-704. Statement of dissociation.

A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.
A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of § 61-1-303(c) and (d).
For the purposes of §§ 61-1-702(a)(3) and 61-1-703(b)(3), a person not a partner is deemed to have notice of the dissociation ninety (90) days after the statement of dissociation is filed.

Acts 2001, ch. 353.

61-1-705. Continued use of partnership name.

Continued use of a partnership name, or a dissociated partner's name as a part of the partnership name, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.

Acts 2001, ch. 353.

Part 8
Winding Up Partnership Business

61-1-801. Events causing dissolution and winding up of partnership business.

A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:

In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under § 61-1-601(2)-(10), of that partner's express will to withdraw as a partner, or on a later date specified by the partner;
In a partnership for a definite term or particular undertaking:
1. Within ninety (90) days after a partner's dissociation by death or otherwise under § 61-1-601(6)-(10) or wrongful dissociation under § 61-1-602(b), at least half of the remaining partners express the will to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to § 61-1-602(b)(2)(A) constitutes the expression of that partner's will to wind up the partnership business;
2. The express will of all of the partners to wind up the partnership business; or
3. The expiration of the term or the completion of the undertaking;
An event agreed to in the partnership agreement resulting in the winding up of the partnership business;
An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within ninety (90) days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;
On application by a partner, a judicial determination that:
1. The economic purpose of the partnership is likely to be unreasonably frustrated;
2. Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or
3. It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or
On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business:
1. After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or
2. At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.

Acts 2001, ch. 353; 2002, ch. 563, § 4.

NOTES TO DECISIONS

1. Wrongful Dissociation.

61-1-802. Partnership continues after dissolution.

Subject to subsection (b), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.
At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event:
1. The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and
2. The rights of a third party accruing under § 61-1-804(1) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.

Acts 2001, ch. 353.

Decisions Under Prior Law

1. Partner Binding Copartner Upon Dissolution.

One partner could, upon dissolution, bind his copartner upon a contract for an account to take stock and audit the books, where such partner was not a bankrupt within the meaning of former T.C.A. § 61-1-101. Conyers v. Fisher, 4 Tenn. App. 127, — S.W. —, 1926 Tenn. App. LEXIS 171 (Tenn. Ct. App. 1926).

2. Withdrawal of Partner.

3. Termination of Partnership.

61-1-803. Right to wind up partnership business.

After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, a court of equity jurisdiction in the county where the partnership's chief executive office is or was last located, for good cause shown, may order judicial supervision of the winding up.
The legal representative of the last surviving partner may wind up a partnership's business.
A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to § 61-1-807, settle disputes by mediation or arbitration, and perform other necessary acts.

Acts 2001, ch. 353.

Cross-References. Survivorship in partnership property, § 66-1-108.

Textbooks. Pritchard on Wills and Administration of Estates (4th ed., Phillips and Robinson), § 628.

NOTES TO DECISIONS

1. Autonomy of Winding Up Partner.

Decisions Under Prior Law

1. Generally.

In winding up partnership affairs, the liquidating partner owes a continuing fiduciary duty to the other partners, and has an obligation to act equitably toward them. However, these obligations run between partners and do not absolve any partner from being bound by the liquidating partner's actions in winding up partnership affairs. Jefferson Ins. Co. v. Curle, 771 S.W.2d 424, 1989 Tenn. App. LEXIS 30 (Tenn. Ct. App. 1989).

2. Powers of Executors or Administrators.

3. Waiver of Right.

Partner waived his right to require a “winding up” of the business and impliedly consented to its continuation where the partner agreed to put a value on the assets, dismissed that partner's own request for a receiver and failed to request a wind-up and liquidation, demanded a percentage of profits of the dissolved partnership, and allowed the other partner to continue to run the business after its dissolution. Shepherd v. Griffin, 929 S.W.2d 336, 1995 Tenn. App. LEXIS 828 (Tenn. Ct. App. 1995).

4. Insurance.

Cancellation of the partnership insurance policy and collection of unused premiums are within the liquidating partner's authority in winding up the partnership affairs. Jefferson Ins. Co. v. Curle, 771 S.W.2d 424, 1989 Tenn. App. LEXIS 30 (Tenn. Ct. App. 1989).

61-1-804. Partner's power to bind partnership after dissolution.

Subject to § 61-1-805, a partnership is bound by a partner's act after dissolution that:

Is appropriate for winding up the partnership business; or
Would have bound the partnership under § 61-1-301 before dissolution, if the other party to the transaction did not have notice of the dissolution.

Acts 2001, ch. 353.

Textbooks. Tennessee Law of Evidence (2nd ed., Cohen, Paine and Sheppeard), § 803(1.2).4.

Decisions Under Prior Law

1. In General.

This section as it relates to notice or knowledge, is but an enactment of the common-law rules. Letellier-Phillips Paper Co. v. Fiedler, 32 Tenn. App. 137, 222 S.W.2d 42, 1949 Tenn. App. LEXIS 86 (Tenn. Ct. App. 1949).

2. Notice of Dissolution.

Registration of cabs owned by partnership in name of individual partner did not discharge other partner from partnership debt in absence of actual notice. Johnson Tire Co. v. Maddux, 188 Tenn. 626, 221 S.W.2d 948, 1949 Tenn. LEXIS 380 (1949).

The dissolution of a partnership does not necessarily terminate the liability of the retiring partner to third persons who subsequently deal with the remaining partner on the assumption of the continued existence of the firm, since third persons who have previously dealt with the firm must have actual knowledge of the dissolution and third persons who have not previously dealt with the firm but who knew of its existence must be given constructive notice. Third Nat'l Bank v. Keathley, 35 Tenn. App. 82, 242 S.W.2d 760, 1951 Tenn. App. LEXIS 117 (Tenn. Ct. App. 1951).

3. —Burden of Proof.

If partner denies liability on alleged partnership debt following dissolution, the burden is upon him to show creditor had notice of dissolution. Johnson Tire Co. v. Maddux, 188 Tenn. 626, 221 S.W.2d 948, 1949 Tenn. LEXIS 380 (1949).

4. Liability of Deceased Partner's Estate.

61-1-805. Statement of dissolution.

After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.
A statement of dissolution cancels a filed statement of partnership authority for the purposes of § 61-1-303(c) and is a limitation on authority for the purposes of § 61-1-303(d).
For the purposes of §§ 61-1-301 and 61-1-804, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety (90) days after it is filed.
After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in § 61-1-303(c) and (d) in any transaction, whether or not the transaction is appropriate for winding up the partnership business.

Acts 2001, ch. 353.

61-1-806. Partner's liability to other partners after dissolution.

Except as otherwise provided in subsection (b), after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under § 61-1-804.
A partner who, with knowledge of the dissolution, incurs a partnership liability under § 61-1-804(2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.

Acts 2001, ch. 353.

61-1-807. Settlement of accounts among partners.

In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b).
Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account, but exclude from the calculation charges attributable to an obligation for which the partner is not personally liable under § 61-1-306.
If a partner fails to contribute the full amount required under subsection (b), all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under § 61-1-306. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under § 61-1-306.
After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under § 61-1-306.
The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.
An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.

Acts 2001, ch. 353; 2002, ch. 563, §§ 5, 6.

Law Reviews.

Partnership — Conversion of Partnership Property — Statute of Frauds, 16 Tenn. L. Rev. 885.

Partnership — No Good-Faith Requirement for Dissolution, 11 Mem. St. U.L. Rev. 143.

NOTES TO DECISIONS

1. Negative Capital Account Balance as Debt to Partnership.

2. Distribution.

Trial court did not err in distributing some of a dairy partnership's assets before the actual winding up of the partnership and payment of its debts because the trial court clearly intended for the parties to proceed with winding up the partnership business under its supervision in accordance with T.C.A. § 61-1-807; the trial court intended that any debts of the partnership would be paid first, as a part of the winding up, and as a part of the winding up, when all of the assets were sold and any legitimate partnership debts were paid, the estate would receive a credit for its share of the partnership bank account, Swecker v. Swecker, 360 S.W.3d 422, 2011 Tenn. App. LEXIS 25 (Tenn. Ct. App. Jan. 26, 2011), appeal denied, — S.W.3d —, 2011 Tenn. LEXIS 692 (Tenn. July 14, 2011).

Decisions Under Prior Law

1. General Accounting.

Where the partners of a livestock business were able to agree on the profits due each out of one transaction of the partnership but could not agree on the rights of each in many other transactions, the settlement of the rights arising out of the agreed transaction could not be enforced in a court of law until there had been a general accounting of all the transactions. Davis v. Fisher, 27 Tenn. App. 663, 184 S.W.2d 400, 1944 Tenn. App. LEXIS 105 (Tenn. Ct. App. 1944).

Where fraud was practiced by one of the partners in charge of the business and discovered by the other one after that partner had sold the partner's own interest therein incurring injury an accounting was as proper as if the seller had sold to the partner. Kelso v. Kelso, 40 Tenn. App. 681, 292 S.W.2d 483, 1955 Tenn. App. LEXIS 117 (Tenn. Ct. App. 1955).

2. Application.

Where there were no provisions in the partnership agreement relative to dissolution, distribution of assets or accounting upon dissolution, the provisions of the former Uniform Partnership Act applied as between the two partners. Hoppen v. Powell, 600 S.W.2d 736, 1980 Tenn. App. LEXIS 350 (Tenn. Ct. App. 1980).

3. Where Section Does Not Apply.

Where it did not appear that partner had breached the partnership contract or that that partner had wrongfully caused the dissolution of the partnership, this section did not apply in ascertaining the value of that partner's interest in the partnership. Young v. Cooper, 30 Tenn. App. 55, 203 S.W.2d 376, 1947 Tenn. App. LEXIS 70 (Tenn. Ct. App. 1947).

4. Attorney's Fees.

A surviving partner is entitled to attorney's fees in defending the partnership assets. Bird v. Collette, 26 Tenn. App. 181, 168 S.W.2d 797, 1942 Tenn. App. LEXIS 30 (Tenn. Ct. App. 1942).

5. Legal Rights of Wrongdoer.

Equity follows the law; and because this section covers the application of property upon dissolution resulting from a partner's wrongful acts, the partner at fault cannot be subject to the clean hands doctrine and summarily denied any of the partnership's assets, but has legal rights under this section. Hoppen v. Powell, 600 S.W.2d 736, 1980 Tenn. App. LEXIS 350 (Tenn. Ct. App. 1980).

Part 9
Conversions and Mergers

61-1-901. Definitions.

In this part:

“General partner” means a partner in a partnership and a general partner in a limited partnership;
“Limited partner” means a limited partner in a limited partnership;
“Limited partnership” means a limited partnership created under the Revised Uniform Limited Partnership Act of this state, compiled in chapter 2 of this title, predecessor law, or comparable law of another jurisdiction;
“Partner” includes both a general partner and a limited partner.

Acts 2001, ch. 353.

61-1-902. Conversion of partnership to limited partnership.

A partnership may be converted to a limited partnership pursuant to this section.
The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partnership agreement.
After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership in the jurisdiction in which the limited partnership is to be formed. The certificate must include:
1. A statement that the partnership was converted to a limited partnership from a partnership;
2. Its former name; and
3. A statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement.
The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate.
A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within 90 days after the conversion takes effect. The limited partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in the Revised Uniform Limited Partnership Act of this state, compiled in chapter 2 of this title.

Acts 2001, ch. 353.

61-1-903. Conversion of limited partnership to partnership.

A limited partnership may be converted to a partnership pursuant to this section.
Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of the partners.
After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.
The conversion takes effect when the certificate of limited partnership is canceled.
A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. The partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.

Acts 2001, ch. 353.

61-1-904. Effect of conversion.

A partnership or limited partnership that has been converted pursuant to this part is for all purposes the same entity that existed before the conversion.
When a conversion takes effect:
1. All property owned by the converting partnership or limited partnership remains vested in the converted entity;
2. All obligations of the converting partnership or limited partnership continue as obligations of the converted entity; and
3. An action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred.

Acts 2001, ch. 353.

61-1-905. Merger of partnerships.

Pursuant to a plan of merger approved as provided in subsection (c), a partnership may be merged with one (1) or more partnerships or limited partnerships.
The plan of merger must set forth:
1. The name of each partnership or limited partnership that is a party to the merger;
2. The name of the surviving entity into which the other partnership or limited partnerships will merge;
3. Whether the surviving entity is a partnership or a limited partnership and the status of each partner;
4. The terms and conditions of the merger;
5. The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part; and
6. The street address of the surviving entity's chief executive office.
The plan of merger must be approved:
1. In the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and
2. In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.
After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
The merger takes effect on the later of:
1. The approval of the plan of merger by all parties to the merger, as provided in subsection (c);
2. The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or
3. Any effective date specified in the plan of merger.

Acts 2001, ch. 353.

61-1-906. Effect of merger.

When a merger takes effect:
1. The separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ceases;
2. All property owned by each of the merged partnerships or limited partnerships vests in the surviving entity;
3. All obligations of every partnership or limited partnership that is a party to the merger become the obligations of the surviving entity; and
4. An action or proceeding pending against a partnership or limited partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party to the action or proceeding.
The secretary of state of this state is the agent for service of process in an action or proceeding against a surviving foreign partnership or limited partnership to enforce an obligation of a domestic partnership or limited partnership that is a party to a merger. The surviving entity shall promptly notify the secretary of state of the mailing address of its chief executive office and of any change of address. Upon receipt of process, the secretary of state shall mail a copy of the process to the surviving foreign partnership or limited partnership.
A partner of the surviving partnership or limited partnership is liable for:
1. All obligations of a party to the merger for which the partner was personally liable before the merger;
2. All other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the entity; and
3. All obligations of the surviving entity incurred after the merger takes effect, but those obligations may be satisfied only out of property of the entity if the partner is a limited partner.
If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership or limited partnership, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the surviving entity, in the manner provided in § 61-1-807 or in the provisions of any limited partnership act of the jurisdiction in which the party was formed, as the case may be, as if the merged party were dissolved.
A partner of a party to a merger who does not become a partner of the surviving partnership or limited partnership is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The surviving entity shall cause the partner's interest in the entity to be purchased under § 61-1-701 or another statute specifically applicable to that partner's interest with respect to a merger. The surviving entity is bound under § 61-1-702 by an act of a general partner dissociated under this subsection (e), and the partner is liable under § 61-1-703 for transactions entered into by the surviving entity after the merger takes effect.

Acts 2001, ch. 353.

61-1-907. Statement of merger.

After a merger, the surviving partnership or limited partnership may file a statement that one (1) or more partnerships or limited partnerships have merged into the surviving entity.
A statement of merger must contain:
1. The name of each partnership or limited partnership that is a party to the merger;
2. The name of the surviving entity into which the other partnerships or limited partnership were merged;
3. The street address of the surviving entity's chief executive office (and a mailing address such as a post office box if the United States postal service does not deliver to the chief executive office) and of an office in this state, if any; and
4. Whether the surviving entity is a partnership or a limited partnership.
Except as otherwise provided in subsection (d), for the purposes of § 61-1-302, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.
For the purposes of § 61-1-302, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.
A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to § 61-1-105(c), stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (b), operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (c) and (d).

Acts 2001, ch. 353; 2014, ch. 783, § 18.

61-1-908. Nonexclusive.

This part is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law.

Acts 2001, ch. 353.

Part 10
Limited Liability Partnership

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

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.
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.
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).
The secretary of state shall register as a registered limited liability partnership any partnership that submits a completed application with the required fee.
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.
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:
  1. 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
  2. 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.
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.
The secretary of state may require specific forms and filing methods for documents filed under this chapter.
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.
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.
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).
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.
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.
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).
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.

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; 2014, ch. 783, § 19; 2017, ch. 440, § 2; 2018, ch. 575, §§ 36-40; 2020, ch. 719, §§ 25, 26.

Compiler's Notes. Former chapter 1, §§ 61-1-101 — 61-1-148, (Acts 1917, ch. 140, §§ 2 — 43; Shan., §§ 3141b2 — 3141b42 (p. 6585-6595) Shan. Supp., §§ 3118a53 — 3118a93; Acts 1927, ch. 34, §§ 1 — 3; Code 1932, §§ 7841 — 7882; mod. C. Supp. 1950, § 7854; Acts 1961, ch. 181, § 1; 1963, ch. 136, § 1; T.C.A.(orig. ed.), §§ 61-101 — 61-142; Acts 1982, ch. 773, § 1; Acts 1995 ch. 400, §§ 1 — 10; 1998, ch. 890, §§ 5, 6; 2000, ch. 568, § 4) was deleted and replaced by Acts 2001, ch. 353 effective January 1, 2002.

Amendments. The 2018 amendment, in (a), substituted “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” for “its principal office”; in (b), inserted “or limited partnership” following “a general partnership” and added the language beginning with “, or in the case of a limited partnership …” to the end; inserted “confirmation of good standing by the department of revenue;” in (f)(1)(B); inserted “(in the case of a general partnership), or a general partner (in the case of a limited partnership)” in (l ); and rewrote (o) which read: “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 registered limited liability partnership is registered in good standing.”

The 2020 amendment, in (a), substituted a semicolon for a comma following “located in this state”, substituted “partnership is required” for “partnership will be required”, inserted “other information as required by the secretary of state;”, and substituted “partnership is applying for status” for “partnership thereby applies for status”; and in (h), substituted “may require specific” for “may provide”, inserted “and filing methods” and substituted “documents filed” for “an application” and “this chapter.” for “subsection (a) or a notice under subsection (e).”

Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.

Acts 2020, ch. 719, § 35, June 22, 2020.

61-1-1002. Registered office — Registered agent.

Each registered limited liability partnership, including foreign registered limited liability partnerships, must continuously maintain in this state:
1. A registered office that may be the same as any of its places of business in this state; and
2. A registered agent, who may be a partner or any other individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a registered limited liability partnership, a limited liability company, or a foreign corporation, not-for-profit foreign corporation, qualified foreign registered limited liability partnership, or limited liability company authorized to transact business in this state. The registered agent must maintain a business office that is identical with the registered office. The registered agent may be designated by title.
If a registered agent resigns or is unable to perform such agent's duties, the registered limited liability partnership shall promptly designate another registered agent to the end that it shall at all times have a registered agent in this state.
A registered limited liability 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 registered limited liability partnership;
2. If the current registered office is to be changed, the street address of the new registered office and the zip code for such office and the county in which the office is located;
3. If its current registered agent is to be changed, the name or title of its new registered agent; and
4. That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
If a registered agent changes the street address of such registered agent's business office, such registered agent may change the street address of the registered office of any registered limited liability partnership for which such registered agent is the registered agent by notifying the registered limited liability 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 (a), and recites that the registered limited liability partnership has been notified of the change.
A registered agent of a registered limited liability partnership may resign such agent's agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by such agent's certification that such agent has mailed a copy thereof to the principal office of the registered limited liability 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.

Acts 1995, ch. 400, § 9; 2001, ch. 353; T.C.A. § 61-1-144.

Compiler's Notes. Former chapter 1, §§ 61-1-101 — 61-1-148, (Acts 1917, ch. 140, §§ 2-43; Shan., §§ 3141b2 — 3141b42 (p. 6585-6595) Shan. Supp., §§ 3118a53 — 3118a93; Acts 1927, ch. 34, §§ 1 — 3; Code 1932, §§ 7841 — 7882; mod. C. Supp. 1950, § 7854; Acts 1961, ch. 181, § 1; 1963, ch. 136, § 1; T.C.A. (orig. ed.), §§ 61-101 — 61-142; Acts 1982, ch. 773, § 1; Acts 1995 ch. 400, §§ 1 — 10; 1998, ch. 890, §§ 5, 6; 2000, ch. 568, § 4) was deleted and replaced by Acts 2001, ch. 353 effective January 1, 2002.

61-1-1003. Name.

A registered limited liability partnership or foreign registered limited liability partnership name must contain the words “registered limited liability partnership,” or the abbreviation “L.L.P.” or “LLP” or words or abbreviations of like import in another language; provided, that they are written in roman characters or letters; and provided further, that in the case of a foreign registered limited liability partnership, the name may contain, in lieu of the foregoing, the designations allowed by the jurisdiction in which the foreign registered limited liability partnership was registered.
Except as authorized by subsection (c), the name of a domestic limited liability partnership, and the name of a foreign limited liability partnership that is registered in this state or is applying for registration in this state, shall be distinguishable upon the records of the secretary of state from the respective names of or for every other entity, whether true, assumed, reserved or registered, to the extent the use or reservation of such names is evidenced by a filing with the secretary of state under applicable law.
A domestic or foreign limited liability partnership, or person acting on behalf of a limited liability partnership not yet registered, may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from one (1) or more of the names described in subsection (b). The secretary of state shall authorize use of the indistinguishable name applied for, if:
1. The person holding the right to use the previously filed name described in subsection (b) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant;
2. The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state;
3. The person holding the right to use the previously filed name described in subsection (b) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent; or
4. In the case of a registered limited liability partnership or a foreign registered limited liability partnership, the name of the partnership is composed solely of the names of the partners in the partnership.
A person may reserve the exclusive use of a registered limited liability partnership or foreign registered limited liability partnership name, including an assumed name, by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the registered limited liability partnership name applied for meets the requirements of this section and is available, the secretary of state shall reserve the name for the applicant's exclusive use for a four-month period. Upon the expiration of the four-month period, the same or any other party may apply to reserve the same name.
The owner of a reserved registered limited liability partnership name, including an assumed name, may transfer the reservation to another person by delivering to the secretary of state a notice of the transfer signed by the owner that states the name and address of the transferee.
The reservation of a specific name may be cancelled by filing with the secretary of state a notice, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee.

Acts 1995, ch. 400, § 9; 2001, ch. 353; T.C.A., § 61-1-145; Acts 2010, ch. 743, §§ 9, 10.

Compiler's Notes. Former chapter 1, §§ 61-1-101 — 61-1-148, (Acts 1917, ch. 140, §§ 2 — 43; Shan., §§ 3141b2 — 3141b42 (p. 6585-6595) Shan. Supp., §§ 3118a53 — 3118a93; Acts 1927, ch. 34, §§ 1 — 3; Code 1932, §§ 7841 — 7882; mod. C. Supp. 1950, § 7854; Acts 1961, ch. 181, § 1; 1963, ch. 136, § 1; T.C.A. (orig. ed.), §§ 61-101 — 61 — 142; Acts 1982, ch. 773, § 1; Acts 1995 ch. 400, §§ 1 — 10; 1998, ch. 890, §§ 5, 6; 2000, ch. 568, § 4) was deleted and replaced by Acts 2001, ch. 353 effective January 1, 2002.

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

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.
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.
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.
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.
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.
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.
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).
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.
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.

Acts 1995, ch. 400, § 9; 1998, ch. 890, § 5; 2001, ch. 353; T.C.A., § 61-1-146; Acts 2010, ch. 741, §§ 50, 51; 2014, ch. 783, § 20.

Compiler's Notes. Former chapter 1, §§ 61-1-101 — 61-1-148, (Acts 1917, ch. 140, §§ 2 — 43; Shan., §§ 3141b2- 3141b42 (p. 6585-6595) Shan. Supp., §§ 3118a53 — 3118a93; Acts 1927, ch. 34, §§ 1 — 3; Code 1932, §§ 7841 — 7882; mod. C. Supp. 1950, § 7854; Acts 1961, ch. 181, § 1; 1963, ch. 136, § 1; T.C.A. (orig. ed.), §§ 61-101 — 61-142; Acts 1982, ch. 773, § 1; Acts 1995 ch. 400, §§ 1 — 10; 1998, ch. 890, §§ 5, 6; 2000, ch. 568, § 4) was deleted and replaced by Acts 2001, ch. 353 effective January 1, 2002.

61-1-1005. Professional registered limited liability partnerships.

Notwithstanding any other law, a partnership engaged in the rendering of professional services may register as a registered limited liability partnership subject to the laws and regulations governing the provision of professional services by partnerships and such other terms and conditions imposed by its governing professional licensing authority. Nothing in this section shall affect the authority of professional licensing authorities, including the state supreme court, to regulate the practice of the professions.

Acts 1995, ch. 400, § 10; 2001, ch. 353; T.C.A. § 61-1-147.

Compiler's Notes. Former chapter 1, §§ 61-1-101 — 61-1-148, (Acts 1917, ch. 140, §§ 2 — 43; Shan., §§ 3141b2 — 3141b42 (p. 6585-6595) Shan. Supp., §§ 3118a53 — 3118a93; Acts 1927, ch. 34, §§ 1 — 3; Code 1932, §§ 7841 — 7882; mod. C. Supp. 1950, § 7854; Acts 1961, ch. 181, § 1; 1963, ch. 136, § 1; T.C.A. (orig. ed.), §§ 61-101 — 61-142; Acts 1982, ch. 773, § 1; Acts 1995 ch. 400, §§ 1 — 10; 1998, ch. 890, §§ 5, 6; 2000, ch. 568, § 4) was deleted and replaced by Acts 2001, ch. 353 effective January 1, 2002.

61-1-1006. Certificate of existence.

Any person may apply to the secretary of state to furnish a certificate of existence for a domestic registered limited liability partnership or a certificate of registration for a foreign registered limited liability partnership registered to transact business in this state.
A certificate of existence or registration sets forth:
1. The domestic registered limited liability partnership's name or the foreign registered limited liability partnership's name used in this state;
2. That:
  1. The domestic registered limited liability partnership is a limited liability partnership registered under the laws of this state, and the effective date of the filing of its initial application for registration as a registered limited liability partnership; or
  2. The foreign registered limited liability partnership is a limited liability partnership registered to transact business in this state;
3. That all fees, taxes and penalties owed to this state have been paid, if:
  1. Payment is reflected in the records of the secretary of state or the department of revenue; and
  2. Nonpayment affects the registration of the domestic or foreign registered limited liability partnership;
4. Whether or not the registration of a domestic or foreign registered limited liability partnership as such remains effective;
5. That the certificate of existence or registration is effective as of the date of the issuance of the certificate; and
6. Other facts of record in the office of the secretary of state that may be requested by the applicant.
Subject to any qualifications stated in the certificate, a certificate of existence or registration issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign registered limited liability partnership is registered as a domestic registered limited liability partnership or is registered to transact business in this state as a foreign registered limited liability partnership and is in good standing as far as the records of the secretary of state show.

Acts 2010, ch. 742, § 10.

Part 11
[Reserved]

Part 12
Miscellaneous Provisions

61-1-1201. Uniformity of application and construction.

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.

Acts 2001, ch. 353.

61-1-1202. Short title.

This chapter may be cited as the “Uniform Partnership Act.”

Acts 2001, ch. 353.

61-1-1203. Severability clause.

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.

Acts 2001, ch. 353.

61-1-1204. Effective date.

This chapter takes effect on January 1, 2002, the public welfare requiring it.

Acts 2001, ch. 353.

61-1-1205. Repeals.

Effective January 1, 2002, the following acts and parts of acts are repealed: §§ 61-1-101 through and including 61-1-142 of the Uniform Partnership Act as enacted in this state, as amended and in effect immediately before January 1, 2002.

Acts 2001, ch. 353.

61-1-1206. Applicability.

Before January 1, 2002, this chapter governs only a partnership formed:
1. After January 1, 2002, unless that partnership is continuing the business of a dissolved partnership under § 61-1-129 of the prior Uniform Partnership Act; and
2. Before January 1, 2002, that elects, as provided by subsection (c), to be governed by this chapter.
After January 1, 2002, this chapter governs all partnerships.
Before January 1, 2002, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this chapter. The provisions of this chapter relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who had done business with the partnership within one (1) year preceding the partnership's election to be governed by this act, only if the third party knows or has received a notification of the partnership's election to be governed by this chapter.

Acts 2001, ch. 353.

61-1-1207. Savings clause.

This chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect.

Acts 2001, ch. 353.

61-1-1208. Filing fees.

Notwithstanding any other provision of this chapter to the contrary, the secretary of state shall collect the following fees when the documents described in this subsection (a) are delivered to the secretary of state for filing:
Document Fee
1. Certificate or conversion of limited liability partnership (including designation of initial registered office and agent) As provided in § 61-1-1001(c)
2. Application for use of indistinguishable name $20.00
3. Application for reserved name $20.00
4. Notice of transfer or cancellation of reserved name $20.00
5. Application for or change, cancellation, or renewal of assumed name $20.00
6. Statement of change of registered agent or registered office, or both, by limited liability partnership $20.00
7. Agent's statement of change of registered office $5.00 per limited liability partnership, but not less than $20.00
8. Agent's statement of resignation $20.00
9. Amendment to certificate $20.00
10. Notice of registration of foreign limited liability partnership (including designation of initial registered office and agent) As provided in § 61-1-1004(d)(7)
11. Application for amended registration of foreign limited liability partnership $20.00
12. Certificate of withdrawal $20.00
13. Notice of withdrawal of foreign limited liability partnership $20.00
14. Annual report and fee (domestic) As provided in § 61-1-1001(e)
15. Application for reinstatement following administrative dissolution/revocation $70.00
16. Application for certificate of existence, registration or good standing $20.00
17. Any statement described in § 61-1-105 that is required or permitted to be filed in the office of the secretary of state $20.00
18. Any other document required or permitted to be filed by chapter 1 of this title $20.00
Notwithstanding any other provision of this chapter to the contrary, the secretary of state shall collect a fee of twenty dollars ($20.00) each time process is served on the secretary of state under chapter 1 of this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if such party prevails in the proceeding.
Notwithstanding any other provision of this chapter to the contrary, the secretary of state shall collect a fee of twenty dollars ($20.00) for copying all filed documents relating to a domestic or foreign limited liability partnership. All such copies will be certified or validated by the secretary of state.
If any statement described in § 61-1-105 is required or permitted by any section in this chapter to be filed in the office of the register of deeds in any county in Tennessee, the register of deeds shall charge the fees specified in § 8-21-1001.
Notwithstanding any other provision of this chapter to the contrary, the secretary of state shall collect a fee of twenty dollars ($20.00) for copying all filed documents relating to a domestic or foreign limited liability partnership or partnership. All such copies will be certified or validated by the secretary of state. A certificate attached or certification affixed to a copy of a document filed by the secretary of state, bearing the secretary of state's signature (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state.

Acts 1998, ch. 890, § 6; 2000, ch. 568, § 4; 2001, ch. 353; T.C.A., § 61-1-148; Acts 2010, ch. 742, § 11.

Compiler's Notes. Former chapter 1, §§ 61-1-101 — 61-1-148, (Acts 1917, ch. 140, §§ 2 — 43; Shan., §§ 3141b2 — 3141b42 (p. 6585-6595) Shan. Supp., §§ 3118a53 — 3118a93; Acts 1927, ch. 34, §§ 1 — 3; Code 1932, §§ 7841 — 7882; mod. C. Supp. 1950, § 7854; Acts 1961, ch. 181, § 1; 1963, ch. 136, § 1; T.C.A. (orig. ed.), §§ 61-101 — 61-142; Acts 1982, ch. 773, § 1; Acts 1995 ch. 400, §§ 1 — 10; 1998, ch. 890, §§ 5, 6; 2000, ch. 568, § 4) was deleted and replaced by Acts 2001, ch. 353 effective January 1, 2002.

Chapter 2
Revised Uniform Limited Partnership Act

Part 1
General Provisions

61-2-101. Chapter definitions.

As used in this chapter, unless the context otherwise requires:

“Certificate of limited partnership” means the certificate referred to in § 61-2-201, and the certificate as amended;
“Confirmation of good standing” means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that at the time such confirmation is issued a limited partnership or a foreign limited partnership is current on all taxes and penalties to the satisfaction of the commissioner;
“Contribution” means any cash, property, services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner;
“Court of record” means a court of equity jurisdiction in the county where the partnership maintains its registered office, or if it maintains no registered office in any county, then in a court of equity jurisdiction in Davidson County;
“Event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in § 61-2-402;
“Foreign limited partnership” includes a partnership formed under the laws of any jurisdiction other than the state of Tennessee and having as partners one (1) or more general partners and one (1) or more limited partners;
“General partner” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and is so named in the certificate of limited partnership or similar instrument under which the limited partnership is organized, if so required;
“Limited partner” means a person who has been admitted to a limited partnership as a limited partner as provided in §§ 61-2-201 and 61-2-301, or, in the case of a foreign limited partnership, in accordance with the laws of the jurisdiction under which the limited partnership is organized, if so required;
“Limited partnership” and “domestic limited partnership” mean a partnership formed by two (2) or more persons under the laws of the state of Tennessee, and having one (1) or more general partners and one (1) or more limited partners;
“Liquidating trustee” means a person, other than a general partner, but including a limited partner, carrying out the winding up of a limited partnership;
“Partner” means a limited or general partner;
“Partnership agreement” means any agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. A written partnership agreement:
1. May provide that a person shall be admitted as a limited partner of a limited partnership, or shall become an assignee of a partnership interest or other rights or powers of a limited partner to the extent assigned, and shall become bound by the partnership agreement:
  1. If such person (or a representative authorized by such person orally, in writing or by other action such as payment for a partnership interest) executes the partnership agreement or any other writing evidencing the intent of such person to become a limited partner or assignee; or
  2. Without such execution, if such person (or a representative authorized by such person orally, in writing or by other action such as payment for a partnership interest) complies with the conditions for becoming a limited partner or assignee as set forth in the partnership agreement or any other writing and requests (orally, in writing or by other action such as payment for a partnership interest) that the records of the limited partnership reflect such admission or assignment; and
2. Shall not be unenforceable by reason of its not having been signed by a person being admitted as a limited partner or becoming an assignee as provided in subdivision (12)(A), or by reason of its having been signed by a representative as provided in this title;
“Partnership interest” means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets;
“Person” means a natural person, a foreign or domestic partnership (whether general or limited), trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity; and
“Tax clearance for termination or withdrawal” means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that a limited partnership or a foreign limited partnership has filed all applicable reports, including, but not limited to, a final report, and has paid all fees, penalties and taxes as required by the revenue laws of this state.

Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 1-3, 85; 2010, ch. 741, § 52; 2011, ch. 99, § 19.

Compiler's Notes. Former §§ 61-2-101 — 61-2-130 (Acts 1919, ch. 120, §§ 1-26, 28-31; Code 1932, §§ 7883-7912; Shan. Supp. §§ 3141a1-3141a26, 3141a28-3141a31; Acts 1983, ch. 21, § 1; 1984, ch. 648, § 1; 1985, ch. 1, § 1; T.C.A. (orig. ed.), §§ 61-201 — 61-229), concerning Uniform Limited Partnership Act, were repealed by Acts 1988, ch. 922, § 1, effective January 1, 1989.

Cross-References. Effective date and extended effective date, § 61-2-1204.

Equity participations, title 47, ch. 24.

Prior law, § 61-2-1206.

Textbooks. Gibson's Suits in Chancery (7th ed., Inman), § 412.

Tennessee Forms (Robinson, Ramsey and Harwell), Nos. 6-301 — 6-303.

Tennessee Jurisprudence, 20 Tenn. Juris., Partnership, §§ 3, 25.

Law Reviews.

Gray Power in the Gray Area Between Employer and Employee: The Applicability of the ADEA to Members of Limited Liability Companies, 51 Vand. L. Rev. 429 (1998).

Removal of General Partners: A Method of Intrapartnership Dispute Resolution for Limited Partnerships (Janet L. Eifert), 39 Vand. L. Rev. 1407 (1986).

The Revised Uniform Partnership Act in Tennessee (Richard Spore), 37 No. 8 Tenn. B.J. 30 (2001).

Where There's a Will: The 95% family-owned test for family limited partnerships (Dan Holbrook), 37 No. 1 Tenn. B.J. 31 (2001).

When a Discount Isn't a Bargain: Debunking the Myths Behind Family Limited Partnerships (Katharine D. Black, Stephen T. Black, and Michael D. Black), 32 U. Mem. L. Rev. 245 (2002).

Attorney General Opinions. Health facility certificate of need, OAG 89-38, 1989 Tenn AG LEXIS 19 (3/27/89).

NOTES TO DECISIONS

1. Effect of Failure to Comply.

A failure to comply with the statutory requirements for establishing a limited partnership, such as recording, does not void the creation of an association between the partners, but does preclude those partners from claiming the status of limited partners when dealing with third parties who are without notice of the limited liability due to a failure to record. Grenada Bank v. Willey, 705 F.2d 176, 1983 U.S. App. LEXIS 28757 (6th Cir. Tenn. 1983), cert. denied, 464 U.S. 849, 104 S. Ct. 158, 78 L. Ed. 2d 145, 1983 U.S. LEXIS 1515 (1983).

2. Evidence of Limited Partnership.

Because company lacked the statutory requisites of a limited partnership, namely, a valid certificate, and agreement or understanding between the alleged partners and at least one limited partner, bankruptcy debtor did not qualify as a limited partner. In re Taylor & Assocs., L.P., 249 B.R. 448, 1998 Bankr. LEXIS 1926 (Bankr. E.D. Tenn. 1998), aff'd, Bush v. Taylor (In re Taylor & Assocs., L.P.), 249 B.R. 474, 1998 U.S. Dist. LEXIS 22895 (E.D. Tenn. 1998).

Although a decedent attempted to create a partnership by filing the certificates, as the decedent was the sole party involved, the decedent failed to create an actual partnership. Tanner v. Whiteco, L.P., 337 S.W.3d 792, 2010 Tenn. App. LEXIS 337 (Tenn. Ct. App. May 17, 2010), appeal denied, — S.W.3d —, 2010 Tenn. LEXIS 1130 (Tenn. Nov. 18, 2010).

61-2-102. Name of partnership.

The name of each limited partnership as set forth in its certificate of limited partnership:

Shall contain the words “Limited Partnership” or the abbreviation “L.P.”;
May contain the words “association,” “club,” “company,” “foundation,” “fund,” “institute,” “society,” “union,” “syndicate,” “limited,” “trust,” or abbreviations of like import, but shall not contain the words “corporation” or “incorporated” or abbreviations of like import;
May contain the name of a partner; and
1. Except as authorized by subdivision (4)(B), must be such as to distinguish it upon the records of the secretary of state from the respective names of or for every other entity, whether true, assumed, reserved or registered, to the extent the use or reservation of such names is evidenced by a filing with the secretary of state under applicable law;
2. A limited partnership, or person acting on behalf of a limited partnership not yet registered, may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from one (1) or more of the names described in subdivision (4)(A). The secretary of state shall authorize use of the indistinguishable name applied for, if:
  1. The person holding the right to use the previously filed name described in subdivision (4)(A) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant;
  2. The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state; or
  3. The person holding the right to use the previously filed name described in subdivision (4)(A) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent.

Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 4, 5; 1994, ch. 868, §§ 10, 11; 2010, ch. 743, §§ 11, 12.

Compiler's Notes. Former §§ 61-2-101 — 61-2-130 (Acts 1919, ch. 120, §§ 1-26, 28-31; Code 1932, §§ 7883-7912; Shan. Supp. §§ 3141a1-3141a26, 3141a28-3141a31; Acts 1983, ch. 21, § 1; 1984, ch. 648, § 1; 1985, ch. 1, § 1; T.C.A. (orig. ed.), §§ 61-201—61-229), concerning Uniform Limited Partnership Act, were repealed by Acts 1988, ch. 922, § 1, effective January 1, 1989.

Cross-References. Limited liability companies, title 48, chs. 201-248.

Registration fee for articles, § 8-21-1001.

Textbooks. Tennessee Forms (Robinson, Ramsey and Harwell), Nos. 6-401, 6-501.

Law Reviews.

The Tennessee Recording System (Toxey H. Sewell), 50 Tenn. L. Rev. 1 (1982).

The Tennessee Revised Uniform Limited Partnership Act (Glenn Stophel and James C. Heartfield), 26 No. 5 Tenn. B.J. 22 (1990).

Decisions Under Prior Law

1. Special Partner's Liability.

Special partners became liable to creditors as general partners, where special partnership statute was not complied with; and, where such a partner, by will, directed his executors to continue in the business, he thereby made his estate liable to a general creditor on a firm note executed after his death. Ussery v. Crusman, 47 S.W. 567, 1898 Tenn. Ch. App. LEXIS 40 (1898).

Where special partner became liable as general partner, for noncompliance with special partnership statute, and held partnership note for its debt to him, he could not offset the note against his debt on account to the firm, in a suit by firm's assignee in insolvency. Savage v. Carney, 47 S.W. 571, 1898 Tenn. Ch. App. LEXIS 41 (1898).

61-2-103. Reservation of name.

The exclusive right to the use of a name may be reserved by:
1. Any person intending to organize a limited partnership under this chapter and to adopt that name;
2. Any domestic limited partnership or any foreign limited partnership registered in the state of Tennessee which, in either case, intends to adopt that name;
3. Any foreign limited partnership intending to register in the state of Tennessee and to adopt that name; and
4. Any person intending to organize a foreign limited partnership and intending to have it registered in the state of Tennessee and to adopt that name.
The reservation of a specified name shall be made by a person filing with the secretary of state an application, executed by the applicant, which may be either a signed copy, specifying the name to be reserved and the name and address of the applicant. If the secretary of state finds that the name applied for meets the requirements of § 61-2-102 and is available for use by a domestic or foreign limited partnership, he shall reserve the name for the applicant's exclusive use for a nonrenewable four-month period. The right to the exclusive use of a reserved name may be transferred to any other person by filing with the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved, specifying the name to be transferred and the name and address of the transferee. The reservation of a specified name may be cancelled by filing with the secretary of state a notice, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee.

Acts 1988, ch. 922, § 1; 1989, ch. 270, § 6.

Compiler's Notes. Former §§ 61-2-101 — 61-2-130 (Acts 1919, ch. 120, §§ 1-26, 28-31; Code 1932, §§ 7883-7912; Shan. Supp. §§ 3141a1-3141a26, 3141a28-3141a31; Acts 1983, ch. 21, § 1; 1984, ch. 648, § 1; 1985, ch. 1, § 1; T.C.A. (orig. ed.), §§ 61-201—61-229), concerning Uniform Limited Partnership Act, were repealed by Acts 1988, ch. 922, § 1, effective January 1, 1989.

Textbooks. Tennessee Forms (Robinson, Ramsey and Harwell), Nos. 6-501 — 6-503.

61-2-104. Registered office — Registered agent.

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, which agent may be either an individual resident of this state whose business office is identical with the limited partnership's registered office, or a domestic corporation or a foreign corporation authorized to transact business in this state having a business office identical with such registered office.
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.
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.
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.
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.

Acts 1988, ch. 922, § 1; 1989, ch. 270, § 7.

Compiler's Notes. Former §§ 61-2-101 — 61-2-130 (Acts 1919, ch. 120, §§ 1-26, 28-31; Code 1932, §§ 7883-7912; Shan. Supp. §§ 3141a1-3141a26, 3141a28-3141a31; Acts 1983, ch. 21, § 1; 1984, ch. 648, § 1; 1985, ch. 1, § 1; T.C.A. (orig. ed.), §§ 61-201—61-229), concerning Uniform Limited Partnership Act, were repealed by Acts 1988, ch. 922, § 1, effective January 1, 1989.

Textbooks. Tennessee Forms (Robinson, Ramsey and Harwell), Nos. 6-601 — 6-604.

61-2-105. Service on partnership generally.

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.
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.
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.
This section does not prescribe the only means, or necessarily the required means, of serving a limited partnership.

Acts 1988, ch. 922, § 1.

Compiler's Notes. Former §§ 61-2-101 — 61-2-130 (Acts 1919, ch. 120, §§ 1-26, 28-31; Code 1932, §§ 7883-7912; Shan. Supp. §§ 3141a1-3141a26, 3141a28-3141a31; Acts 1983, ch. 21, § 1; 1984, ch. 648, § 1; 1985, ch. 1, § 1; T.C.A. (orig. ed.), §§ 61-201—61-229), concerning Uniform Limited Partnership Act, were repealed by Acts 1988, ch. 922, § 1, effective January 1, 1989.

61-2-106. Service on secretary of state.

Service on the secretary of state, when the secretary of state is an agent for a domestic or foreign limited partnership as provided in § 61-2-105(b), of any process, notice or demand shall be made by delivering to the secretary of state the original and one (1) copy of such process, notice or demand, duly certified by the clerk of the court in which the suit or action is pending or brought, together with the proper fee. A statement which identifies which of the grounds (as listed in § 61-2-105(b)), for service on the secretary of state is applicable, must be included. The secretary of state shall endorse the time of receipt upon the original and copy and immediately shall send the copy, along with a written notice that service of the original was also made, by registered or certified mail, with return receipt requested, addressed to such limited partnership at its registered office or principal office (or designated alternative mailing address) as shown in the records on file in the secretary of state's office or as shown in the official registry of the state or country in which such limited partnership is formed. If none of the previously mentioned addresses are available to the secretary of state, service may be made to any one (1) of the general partners at the address set forth in the certificate of limited partnership. The secretary of state may require the plaintiff (or complainant as the case may be) or the plaintiff's attorney to furnish the latter address.
The refusal or failure of such limited partnership to accept delivery of the registered or certified mail provided for in subsection (a), or the refusal or failure to sign the return receipt, shall not affect the validity of such service, and any such limited partnership refusing or failing to accept delivery of such registered or certified mail shall be charged with knowledge of the contents of any process, notice or demand contained therein.
When the registered or certified mail return receipt is received by the secretary of state or when a limited partnership refuses or fails to accept delivery of the registered or certified mail and it is returned to the secretary of state, the secretary of state shall forward the receipt or such refused or undelivered mail to the clerk of the court in which the suit or action is pending, together with the original process, notice or demand, a copy of the notice the secretary of state sent to the defendant limited partnership and the affidavit setting forth compliance with this section. Upon receipt thereof, the clerk shall copy the affidavit on the rule docket of the court and shall mark it, the receipt or refused or undelivered mail, and the copy of notice as of the day received and place them in the file of the suit or action where the process and pleadings are kept, and such receipt or refused or undelivered mail, affidavit and copy of notice shall be and become a part of the technical record in the suit or action, and thereupon service on the defendant shall be complete. Service made under this section shall have the same legal force and validity as if the service had been made personally in this state.
Subsequent pleadings or papers permitted or required to be served on such defendant domestic or foreign limited partnership may be served on the secretary of state as agent for such defendant limited partnership in the same manner, at the same cost and with the same effect as process, notice or demand are served on the secretary of state as agent for such defendant limited partnership under this section.
No appearance shall be required in the suit or action by the defendant domestic or foreign limited partnership nor shall any judgment be taken against the domestic or foreign limited partnership in less than one (1) month after the date service is completed under this section.
The secretary of state shall keep a record of all processes, notices and demands served upon the secretary of state under this section, which record shall include the time of such service and the action with reference thereto.

Acts 1988, ch. 922, § 1; 1989, ch. 270, § 8; 2014, ch. 783, § 21

Compiler's Notes. Former §§ 61-2-101 — 61-2-130 (Acts 1919, ch. 120, §§ 1-26, 28-31; Code 1932, §§ 7883-7912; Shan. Supp. §§ 3141a1-3141a26, 3141a28-3141a31; Acts 1983, ch. 21, § 1; 1984, ch. 648, § 1; 1985, ch. 1, § 1; T.C.A. (orig. ed.), §§ 61-201—61-229), concerning Uniform Limited Partnership Act, were repealed by Acts 1988, ch. 922, § 1, effective January 1, 1989.

Cross-References. Certified mail in lieu of registered mail, § 1-3-111.

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.

Compiler's Notes. Former §§ 61-2-101 — 61-2-130 (Acts 1919, ch. 120, §§ 1-26, 28-31; Code 1932, §§ 7883-7912; Shan. Supp. §§ 3141a1-3141a26, 3141a28-3141a31; Acts 1983, ch. 21, § 1; 1984, ch. 648, § 1; 1985, ch. 1, § 1; T.C.A. (orig. ed.), §§ 61-201—61-229), concerning Uniform Limited Partnership Act, were repealed by Acts 1988, ch. 922, § 1, effective January 1, 1989.

Law Reviews.

Limited Liability for Limited Partners: An Argument for the Abolition of the Control Rule (Joseph J. Basile, Jr.), 38 Vand. L. Rev. 1199 (1985).

The Tennessee Revised Uniform Limited Partnership Act (Glenn Stophel and James C. Heartfield), 26 No. 5 Tenn. B.J. 22 (1990).

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.

Compiler's Notes. Former §§ 61-2-101 — 61-2-130 (Acts 1919, ch. 120, §§ 1-26, 28-31; Code 1932, §§ 7883-7912; Shan. Supp. §§ 3141a1-3141a26, 3141a28-3141a31; Acts 1983, ch. 21, § 1; 1984, ch. 648, § 1; 1985, ch. 1, § 1; T.C.A. (orig. ed.), §§ 61-201—61-229), concerning Uniform Limited Partnership Act, were repealed by Acts 1988, ch. 922, § 1, effective January 1, 1989.

61-2-109. Indemnification of partner — Advancement of expenses.

1. Subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever if:
  1. He conducted himself in good faith;
  2. He reasonably believed:
    1. In the case of conduct in his official capacity with the partnership, that his conduct was in its best interests; and
    2. In all other cases, that his conduct was at least not opposed to its best interests; and
  3. In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.
2. The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the partner did not meet the standard of conduct described in this section.
Unless limited by its partnership agreement, a partnership shall indemnify a partner who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he is a party because he is or was a partner of the partnership against reasonable expenses incurred by him in connection with the proceeding.
1. A partnership may pay for or reimburse the reasonable expenses incurred by a partner who is a party to a proceeding in advance of final disposition of the proceeding if:
  1. The partner furnishes the partnership with a written affirmation of his good faith belief that he has met the standard of conduct described in subsection (a);
  2. The partner furnishes the partnership with a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he is not entitled to indemnification; and
  3. A determination is made that the facts then known to those making the determination would not preclude indemnification under this section;
2. The undertaking required by subdivision (c)(1)(B) must be an unlimited general obligation of the partner but need not be secured and may be accepted without reference to financial ability to make repayment; and
3. Determinations and authorizations of payments under this section shall be made in the manner specified in subsection (e).
Unless the partnership agreement provides otherwise, a partner of the partnership who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary may order indemnification if it determines:
1. That the partner is entitled to mandatory indemnification under subsection (b), in which case the court shall also order the partnership to pay the partner's reasonable expenses incurred to obtain court-ordered indemnification; or
2. The partner is fairly and reasonably entitled to indemnification in view of all of the relevant circumstances, whether or not he is entitled to mandatory indemnification under subsection (b).
1. A partnership may not indemnify a partner under subsection (a) unless authorized in the specific case after a determination has been made that indemnification of the partner is permissible in the circumstances because he has met the standard of conduct set forth in subsection (a).
2. The determination shall be made:
  1. By the general partners by majority vote of a quorum consisting of partners not at the time parties to the proceeding;
  2. If a quorum cannot be obtained under subdivision (e)(2)(A), by majority vote of a committee duly designated by the general partners (in which designation partners who are parties may participate), consisting solely of two (2) or more partners not at the time parties to the proceeding;
  3. By independent special legal counsel:
    1. Selected by the general partners or its committee in the manner prescribed in subdivision (e)(2)(A) or (e)(2)(B); or
    2. If a quorum of the partners cannot be obtained under subdivision (e)(2)(A) and a committee cannot be designated under subdivision (e)(2)(B), selected by majority vote of the general partners (in which selection partners who are parties may participate); or
  4. By the limited partners, but those who are at the time parties to the proceeding may not vote on the determination.
3. Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subdivision (e)(2)(C) to select counsel.
Unless the partnership agreement provides otherwise:
1. A limited partner of the partnership who is not a general partner is entitled to mandatory indemnification under subsection (b), and is entitled to apply for a court-ordered indemnification under subsection (d), in each case to the same extent as a general partner;
2. The partnership may indemnify and advance expenses under this part to an officer, employee or agent of the partnership who is not a partner to the same extent as to a partner; and
3. A partnership may also indemnify and advance expenses to an officer, employee or agent who is not a partner to the extent, consistent with public policy, that may be provided by its partnership agreement, general or specific action of its partners or contract.
A partnership may purchase and maintain insurance on behalf of an individual who is or was a partner, officer, employee or agent of the partnership, or who, while a partner, officer, employee or agent of the partnership, is or was serving at the request of the corporation as a partner, officer, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against the liability asserted against or incurred by him in that capacity or arising from his status as a partner, officer, employee or agent, whether or not the partnership would have power to indemnify him against the same liability under this section.
1. The indemnification and advancement of expenses granted pursuant to, or provided by, this section shall not be deemed exclusive of any other rights to which a partner, officer, employee or agent seeking indemnification or advancement of expenses may be entitled, whether contained in this section, the partnership agreement, action of partners or an agreement providing for such indemnification; provided, however, that no indemnification may be made to or on behalf of any person if a judgment or other final adjudication adverse to the person establishes his liability:
  1. For any breach of the duty of loyalty to the partnership or its partners;
  2. For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
  3. For any distribution made in violation of the partnership agreement or any section of this chapter.
2. This part does not limit a partnership's power to pay or reimburse expenses incurred by a partner, officer, employee or agent in connection with his appearance as a witness in a proceeding at a time when he has not been made a named defendant or respondent to the proceeding.

Acts 1988, ch. 922, § 1.

Compiler's Notes. Former §§ 61-2-101 — 61-2-130 (Acts 1919, ch. 120, §§ 1-26, 28-31; Code 1932, §§ 7883-7912; Shan. Supp. §§ 3141a1-3141a26, 3141a28-3141a31; Acts 1983, ch. 21, § 1; 1984, ch. 648, § 1; 1985, ch. 1, § 1; T.C.A. (orig. ed.), §§ 61-201—61-229), concerning Uniform Limited Partnership Act, were repealed by Acts 1988, ch. 922, § 1, effective January 1, 1989.

Textbooks. Tennessee Forms (Robinson, Ramsey and Harwell), Nos. 6-301, 6-302.

Law Reviews.

The Collection of Debts from Insolvent and Fully-Mortgaged Debtors (John A. Walker, Jr.), 43 Tenn. L. Rev. 399.

NOTES TO DECISIONS

1. Purchase of Partnership Property.

Under the Uniform Limited Partnership Act (repealed 1988), a general partner was not authorized to purchase property of the limited partnership for own purposes without the consent or ratification of the limited partners. Brandt v. BIB Enters., Ltd., 986 S.W.2d 586, 1998 Tenn. App. LEXIS 540 (Tenn. Ct. App. 1998), rehearing denied, Brandt v. Bib Enters., — S.W.3d —, 1998 Tenn. App. LEXIS 629 (Tenn. 1998).

Part 2
Certificate of Limited Partnership

61-2-201. Execution and filing of certificate of limited partnership.

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.
The partnership agreement shall not be filed.
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.

Acts 1988, ch. 922, § 1; 1989, ch. 270, § 10; 1997, ch. 38, § 1; 2014, ch. 783, § 22; 2020, ch. 719, § 27.

Amendments. The 2020 amendment, in the second sentence of the introductory paragraph in (a), substituted “must” for “shall”, and inserted “, in the manner and form prescribed by the secretary of state"; deleted the parentheses before “and a mailing” and after “principle office” in (a)(3); deleted “and” at the end of (a)(4); in (a)(5), substituted “that” for “which” and “include; and” for “include therein;”; and added (a)(6).

Effective Dates. Acts 2020, ch. 719, § 35. June 22, 2020.

Textbooks. Tennessee Jurisprudence, 20 Tenn. Juris., Partnership, § 3.

Tennessee Forms (Robinson, Ramsey and Harwell), No. 6-401.

Law Reviews.

The Tennessee Revised Uniform Limited Partnership Act (Glenn Stophel and James C. Heartfield), 26 No. 5 Tenn. B.J. 22 (1990).

Attorney General Opinions. Taxation of interest in limited partnership, OAG 89-75, 1989 Tenn. AG LEXIS 57 (5/4/89).

NOTES TO DECISIONS

1. Evidence of Limited Partnership.

61-2-202. Amendment generally.

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.
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.
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.
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.
A certificate of limited partnership may be amended at any time for any other proper purpose that the general partners may determine.
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.
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.

Textbooks. Tennessee Forms (Robinson, Ramsey and Harwell), Nos. 6-402, 6-1001.

61-2-203. Cancellation generally — Continuation of limited partnership after cancellation of certificate.

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.
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.
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.

Textbooks. Tennessee Forms (Robinson, Ramsey and Harwell), No. 6-1001.

61-2-204. Execution generally.

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.
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.
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.

Textbooks. Tennessee Forms (Robinson, Ramsey and Harwell), No. 6-1001.

61-2-205. Execution, amendment, or cancellation by court order.

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.
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.

61-2-206. Filing — Recording — Fee.

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.
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.

61-2-207. Liability for false statement.

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.
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.

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.

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.

61-2-210. Integration and restatement.

A limited partnership may, whenever desired, integrate into a single instrument all of the provisions of its certificate of limited partnership which are then in effect and operative as a result of there having theretofore been filed with the secretary of state one (1) or more certificates or other instruments pursuant to any of the sections referred to in this part, and it may at the same time also further amend its certificate of limited partnership by adopting a restated certificate of limited partnership.
If the restated certificate of limited partnership merely restates and integrates but does not further amend the initial certificate of limited partnership, as theretofore amended or supplemented by any instrument that was executed and filed pursuant to any of the sections in this part, it shall be designated in its heading as a “Restated Certificate of Limited Partnership” and shall be executed by a general partner, but if the restated certificate reflects the withdrawal of a general partner as a general partner, such restated certificate of limited partnership need not be signed by that former general partner, and shall be filed as required by § 61-2-206 with the secretary of state. If the restated certificate restates and integrates and also further amends in any respect the certificate of limited partnership, as theretofore amended or supplemented, it shall be designated in its heading as an “Amended and Restated Certificate of Limited Partnership” and shall be executed by at least one (1) general partner, and by each other general partner designated in the restated certificate of limited partnership as a new general partner, and filed as required by § 61-2-206 with the secretary of state.
A restated certificate of limited partnership shall state the limited partnership's present name and the date of filing of its original certificate of limited partnership with the secretary of state and the future effective date or time (which shall be a date or time certain), of the restated certificate if it is not to be effective upon the filing of the restated certificate. A restated certificate shall also state that it was duly executed and is being filed in accordance with this section. If the restated certificate only restates and integrates and does not further amend the limited partnership's certificate of limited partnership as theretofore amended or supplemented and there is no discrepancy between those provisions and the restated certificate, it shall state that fact as well. A restated certificate of limited partnership must contain all the information required in the original certificate of limited partnership as set out in § 61-2-201, except that the current instead of the initial registered agent and registered office must be stated.
Upon the filing of the restated certificate of limited partnership with the secretary of state, or upon the future effective date or time of a restated certificate of limited partnership as provided for therein, the initial certificate of limited partnership, as theretofore amended or supplemented, shall be superseded; thenceforth, the restated certificate of limited partnership, including any further amendment or changes made thereby, shall be the certificate of limited partnership of the limited partnership, but the original effective date of formation shall remain unchanged.
Any amendment or change effected in connection with the restatement and integration of the certificate of limited partnership shall be subject to any other provisions of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.

Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 22, 23.

Textbooks. Tennessee Forms (Robinson, Ramsey and Harwell), Nos. 6-403, 6-404.

61-2-211. Merger.

As used in this section, “other business entity” means a corporation, limited liability company, business trust or association, a real estate investment trust, a common law trust, or an unincorporated business, including a partnership (whether general or limited, but excluding a domestic limited partnership).
1. Pursuant to an agreement of merger, a domestic limited partnership may merge with or into one (1) or more domestic limited partnerships or other business entities formed or organized under the laws of this state or any other state or the United States or any foreign country or other foreign jurisdiction, with such domestic limited partnership or other business entity as the agreement shall provide being the surviving or resulting domestic limited partnership or other business entity. Unless otherwise provided in the partnership agreement, a merger shall be approved by each domestic limited partnership which is to merge:
  1. By all general partners; and
  2. By the limited partners or, if there is more than one (1) class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate.
2. Notwithstanding prior approval, an agreement of merger may be terminated prior to filing of a certificate of merger with the secretary of state or amended pursuant to a provision for such termination or amendment contained in the agreement of merger.
If a domestic limited partnership is merging under this section, the domestic limited partnership or other business entity surviving or resulting in or from the merger shall file a certificate of merger in the office of the secretary of state. The certificate of merger shall state:
1. The name, jurisdiction and date of formation or organization of each of the domestic limited partnerships or other business entities which is to merge;
2. That an agreement of merger has been approved and executed by each of the domestic limited partnerships or other business entities which is to merge;
3. The name of the surviving or resulting domestic limited partnership or other business entity;
4. The future effective date or time (which shall be a date or time certain and which shall comply with § 61-2-1104(b)) of the merger if it is not to be effective upon the filing of the certificate of merger;
5. That the agreement of merger is on file at a place of business of the surviving or resulting domestic limited partnership or other business entity, and shall state the address of such entity;
6. That a copy of the agreement of merger will be furnished by the surviving or resulting domestic limited partnership or other business entity, on request and without cost, to any partner of any domestic limited partnership or any person holding an interest in any other business entity which is to merge; and
7. If the surviving or resulting entity is not a domestic limited partnership or corporation organized under the laws of this state a statement that such surviving or resulting other business entity agrees that it may be served with process in the state in any action, suit or proceeding for the enforcement of any obligation of any domestic limited partnership which is to merge, irrevocably appointing the secretary of state as its agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to it by the secretary of state. In the event of service hereunder upon the secretary of state, the procedures set forth in § 61-2-106 shall be applicable, except that the plaintiff in any such action, suit or proceeding shall furnish the secretary of state with the address specified in the certificate of merger provided for in this section and any other address which the plaintiff may elect to furnish, together with copies of such process as required by the secretary of state, and the secretary of state shall notify such surviving or resulting other business entity at all such addresses furnished by the plaintiff in accordance with the procedures set forth in § 61-2-106.
Unless a future effective date or time pursuant to § 61-2-1104(b) is provided in a certificate of merger, in which event a merger shall be effective at any such future effective date or time, a merger shall be effective upon the filing in the office of the secretary of state of a certificate of merger.
A certificate of merger shall act as a certificate of cancellation for a domestic limited partnership which is not the surviving or resulting entity in the merger.
When any merger has become effective under this section, for all purposes of the laws of the state, all of the rights, privileges and powers of each of the domestic limited partnerships and other business entities that have merged, and all property, real, personal and mixed, and all debts due to any of the domestic limited partnerships and other business entities, as well as all other things and causes of action belonging to each of such domestic limited partnerships and other business entities, shall be vested in the surviving or resulting domestic limited partnership or other business entity, and shall thereafter be the property of the surviving or resulting domestic limited partnership or other business entity as they were of each of the domestic limited partnerships and other business entities that have merged, and the title to any real property vested by deed or otherwise in any of such domestic limited partnerships and other business entities, shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of any of the domestic limited partnerships and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of the domestic limited partnerships and other business entities that have merged shall thenceforth attach to the surviving or resulting domestic limited partnership or other business entity, and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. Unless otherwise agreed, a merger of a domestic limited partnership, including a domestic limited partnership which is not the surviving or resulting entity in the merger, shall not require such domestic limited partnership to wind up its affairs under § 61-2-803 or pay its liabilities and distribute its assets under § 61-2-804.
Each certificate of merger 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 and in each county in which a limited partnership which is a party to such merger had its principal office; provided, 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, §§ 24, 25; 1994, ch. 868, § 12.

Cross-References. Limited liability companies, title 48, chs. 201-249.

Textbooks. Tennessee Forms (Robinson, Ramsey and Harwell), No. 6-701.

Law Reviews.

The Tennessee Revised Uniform Limited Partnership Act (Glenn Stophel and James C. Heartfield), 26 No. 5 Tenn. B.J. 22 (1990).

Part 3
Limited Partners

61-2-301. Admission of limited partners.

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.
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.

NOTES TO DECISIONS

1. Generally.

An analysis of T.C.A. § 61-2-301 reveals people wanting to form a limited partnership cannot just stumble into one. The statutory requirements for becoming a limited partner are significant; the benefit of limited liability exacts a price. Taylor v. Bush (In re Taylor & Assocs., L.P.), 249 B.R. 431, 1997 U.S. Dist. LEXIS 23765 (E.D. Tenn. 1997).

2. Evidence of Limited Partnership.

Evidence supporting the existence of a limited partnership included a filed certificate, an EIN, a bank account, correspondence, billing records, checks and a pervasive use of the putative limited partnership's name. Taylor v. Bush (In re Taylor & Assocs., L.P.), 249 B.R. 431, 1997 U.S. Dist. LEXIS 23765 (E.D. Tenn. 1997).

Although there was evidence supporting the existence of a limited partnership, circumstantial evidence of a limited partnership does not ipso facto create a limited partnership. Taylor v. Bush (In re Taylor & Assocs., L.P.), 249 B.R. 431, 1997 U.S. Dist. LEXIS 23765 (E.D. Tenn. 1997).

All signs and steps of a limited partnership must form a straight line and the presence of statutory prerequisites is mandatory evidence to support the existence of a limited partnership. Taylor v. Bush (In re Taylor & Assocs., L.P.), 249 B.R. 431, 1997 U.S. Dist. LEXIS 23765 (E.D. Tenn. 1997).

61-2-302. Liability for obligations — Control of business.

Except as provided in subsection (d), a limited partner is not liable for the obligations of a limited partnership, unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of the business. However, if the limited partner does participate in the control of the business, he is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner.
A limited partner does not participate in the control of the business within the meaning of subsection (a) by virtue of his possessing or exercising one (1) or more of the following powers or having or acting in one (1) or more of the following capacities:
1. To be an independent contractor for or to transact business with, including being a contractor for, or to be an agent or employee of, the limited partnership or a general partner, or to be an officer, director or stockholder of a corporate general partner, or to be a partner of a partnership that is a general partner of the limited partnership, or to be a fiduciary or beneficiary of an estate or trust which is a general partner;
2. To consult with or advise a general partner with respect to any matter, including the business of the limited partnership;
3. To act as surety, guarantor or endorser for the limited partnership or a general partner, to guarantee or assume one (1) or more obligations of the limited partnership or a general partner, to borrow money from the limited partnership or a general partner, to lend money to the limited partnership or a general partner, or to provide collateral for the limited partnership or a general partner;
4. To call, request or attend or participate at a meeting of the partners or the limited partners;
5. To wind up a limited partnership pursuant to § 61-2-803;
6. To take any action required or permitted by law to bring, pursue or settle or otherwise terminate a derivative action in the right of the limited partnership;
7. To serve on a committee of the limited partnership or the limited partners;
8. To act or cause the taking or refraining from the taking of any action, including by proposing, approving, consenting or disapproving, by voting or otherwise, with respect to one (1) or more of the following matters:
  1. The dissolution and winding up of the limited partnership or an election to continue the limited partnership or an election to continue the business of the limited partnership;
  2. The sale, exchange, lease, mortgage, assignment, pledge or other transfer of, or granting of a security interest in, any asset or assets of the limited partnership;
  3. The incurrence, renewal, refinancing or payment or other discharge of indebtedness by the limited partnership;
  4. A change in the nature of the business;
  5. The admission, removal or retention of a general partner;
  6. The admission, removal or retention of a limited partner;
  7. A transaction or other matter involving an actual or potential conflict of interest;
  8. An amendment to the partnership agreement or certificate of limited partnership;
  9. The merger of a limited partnership;
  10. In respect of a limited partnership which is registered as an investment company under the Investment Company Act of 1940 (15 U.S.C. § 80a-1 et seq.), as amended, any matter required by the Investment Company Act of 1940, or the rules and regulations of the securities and exchange commission thereunder, to be approved by the holders of beneficial interests in an investment company, including the electing of directors or trustees of the investment company, the approving or terminating of investment advisory or underwriting contracts, and the approving of auditors;
  11. The indemnification of any partner or other person; or
  12. Such other matters as are stated in the partnership agreement or in any other agreement or in writing; or
9. Any right or power granted or permitted to limited partners under this chapter and not specifically enumerated in this subsection (b).
The enumeration in subsection (b) does not mean that the possession or exercise of any other powers or having or acting in other capacities by a limited partner constitutes participation by him in the control of the business of the limited partnership.
A limited partner does not participate in the control of the business within the meaning of subsection (a) by virtue of the fact that all or any part of the name of such limited partner is included in the name of the limited partnership.
This section does not create rights or powers of limited partners. Such rights and powers may be created only by a certificate of limited partnership, a partnership agreement or any other agreement, or other sections of this chapter.

Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 27-37.

Law Reviews.

The Tennessee Revised Uniform Limited Partnership Act (Glenn Stophel and James C. Heartfield), 26 No. 5 Tenn. B.J. 22 (1990).

NOTES TO DECISIONS

1. Liability.

Limited partners are not liable for the acts or obligations of their limited partnership where they have not participated in the control of the partnership's business; conversely, a general partner of a limited partnership is jointly and severally liable for everything chargeable to the limited partnership. Pioneer Inv. Servs. Co. v. Cain Partnership, Ltd., 141 B.R. 635, 1992 Bankr. LEXIS 903 (Bankr. E.D. Tenn. 1992).

61-2-303. Person believed to be limited partner.

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.
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.

Law Reviews.

The Tennessee Revised Uniform Limited Partnership Act (Glenn Stophel and James C. Heartfield), 26 No. 5 Tenn. B.J. 22 (1990).

61-2-304. Right to information.

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.
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.
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.
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.
Any demand under this section shall be in writing and shall state the purpose of such demand.
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.

Cross-References. Confidentiality of public records, § 10-7-504.

Law Reviews.

The Tennessee Revised Uniform Limited Partnership Act (Glenn Stophel and James C. Heartfield), 26 No. 5 Tenn. B.J. 22 (1990).

Part 4
General Partners

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.

61-2-402. When person ceases to be partner.

A person ceases to be a general partner of a limited partnership upon the happening of any of the following events:
1. The general partner withdraws from the limited partnership as provided in § 61-2-602;
2. The general partner ceases to be a general partner of the limited partnership as provided in § 61-2-702;
3. The general partner is removed as a general partner in accordance with the partnership agreement;
4. Unless otherwise provided in the partnership agreement, or with the approval of all partners, the general partner:
  1. Makes an assignment for the benefit of creditors;
  2. Files a voluntary petition in bankruptcy;
  3. Is adjudged bankrupt or insolvent, or has entered against him an order for relief in any bankruptcy or insolvency proceeding;
  4. Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;
  5. Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or
  6. Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties;
5. Unless otherwise provided in the partnership agreement, or with the approval of all partners, one hundred twenty (120) days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within ninety (90) days after the appointment without his consent or acquiescence of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed, or within ninety (90) days after the expiration of any such stay, the appointment is not vacated;
6. In the case of a general partner who is a natural person:
  1. His death; or
  2. The entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his property;
7. In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee);
8. In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;
9. In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter and the expiration of ninety (90) days after the date of notice to the corporation of administrative dissolution or revocation without a reinstatement of its charter; or
10. Unless otherwise provided in the partnership agreement, or with the written consent of all partners in the case of a general partner that is an estate, the distribution by the fiduciary of the estate's entire interest in the limited partnership.
A general partner who suffers an event that with the passage of the specified period becomes an event of withdrawal under subdivisions (a)(4), (5) or (9) shall notify each other general partner, or in the event that there is no other general partner, each limited partner, of the occurrence of the event within thirty (30) days after the date of its occurrence.

Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 42-47.

61-2-403. Rights and powers — Liabilities.

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.
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.

NOTES TO DECISIONS

1. Liability.

In an action for breach of contract by the agent of a limited partnership against the limited partnership, general partner and the limited partners, the general partner could be held liable in the same manner as the general partner in a general partnership. Life Care Ctrs. of Am. v. Charles Town Assocs. Ltd. Ptnr., 79 F.3d 496, 1996 FED App. 83P, 1996 U.S. App. LEXIS 4070 (6th Cir. Tenn. 1996).

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.

61-2-405. Discharge of duties — Liability.

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.
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.
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.
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.

NOTES TO DECISIONS

1. Applicability.

This section does not govern a general partner's liability to third parties, but merely provides the operative rule for a general partner's liability to the partnership and the other partners. Life Care Ctrs. of Am. v. Charles Town Assocs. Ltd. Ptnr., 79 F.3d 496, 1996 FED App. 83P, 1996 U.S. App. LEXIS 4070 (6th Cir. Tenn. 1996).

61-2-406. Conflict of interest.

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.
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.
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.

Part 5
Contribution

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.

Law Reviews.

The Tennessee Revised Uniform Limited Partnership Act (Glenn Stophel and James C. Heartfield), 26 No. 5 Tenn. B.J. 22 (1990).

61-2-502. Obligation of partner — Failure to contribute.

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.
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.
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.

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.

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.

Part 6
Distributions and Withdrawal

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.

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.

Law Reviews.

The Tennessee Revised Uniform Limited Partnership Act (Glenn Stophel and James C. Heartfield), 26 No. 5 Tenn. B.J. 22 (1990).

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.

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.

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.

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.

61-2-607. Limitations on distribution.

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.
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.
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.

Law Reviews.

The Tennessee Revised Uniform Limited Partnership Act (Glenn Stophel and James C. Heartfield), 26 No. 5 Tenn. B.J. 22 (1990).

NOTES TO DECISIONS

1. Legislative Intent.

The legislature did not intend for the rights of a limited partnership's creditors to be subordinate to the right of a limited partner to be repaid his contribution. Kesterson Foods v. Scott, 932 S.W.2d 935, 1996 Tenn. App. LEXIS 258 (Tenn. Ct. App. 1996).

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.

Compiler's Notes. Former § 61-2-608 (Acts 1988, ch. 922, § 1), concerning liability upon return of contribution, was repealed by Acts 1989, ch. 270, § 56.

61-2-609. Classes and voting.

A partnership agreement may provide for classes or groups of partners, both general and limited, having such relative rights, powers and duties as the partnership agreement may provide, and may make provisions for the future creation in the manner provided in the partnership agreement of additional classes or groups of partners having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of partners.
Subject to § 61-2-302, the partnership agreement may grant to all or certain identified partners, both general and limited, or a specified class or group of the partners the right to vote separately or with all or any class or group of the partners, on any matter. Voting by limited partners may be on a per capita, number, financial interest, class, group or any other basis.
A partnership agreement which grants a right to vote may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any partner, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote. If provided in the partnership agreement, the general partners may make a recommendation on any proper proposal and require response within a specified time, but not less than thirty (30) days, and provide that failure to respond within the specified time shall constitute a vote which is consistent with the general partners' recommendation with respect to the proposal. A partnership agreement may provide for the taking of an action, including the amendment of the partnership agreement, without the vote or approval of any particular general or limited partner or class or group of general or limited partners, including the creation under the provisions of the partnership agreement of a class or group of partnership interests that was not previously outstanding.
Any right or power, including voting rights, granted to limited partners as permitted under § 61-2-302 shall be deemed to be permitted by this section.

Acts 1988, ch. 922, § 1; T.C.A., § 61-2-610; Acts 1989, ch. 270, §§ 57-59.

Compiler's Notes. Former § 61-2-609 was transferred to § 61-2-608 in 1989.

Part 7
Partnership Interests

61-2-701. Nature.

A partnership interest is personal property. A partner has no interest in specific limited partnership property.

Acts 1988, ch. 922, § 1.

Textbooks. Tennessee Jurisprudence, 20 Tenn. Juris., Partnership, §§ 2, 3.

61-2-702. Assignment.

Unless otherwise provided in the partnership agreement:
1. A partnership interest is assignable in whole or in part;
2. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights or powers of a partner;
3. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled; and
4. A partner ceases to be a partner and to have the power to exercise any rights or powers of a partner upon assignment of all of his partnership interest.
The partnership agreement may provide that a partner's interest in a limited partnership may be evidenced by a certificate of partnership interest issued by the limited partnership and may also provide for the assignment or transfer of any partnership interest represented by such a certificate and make other provisions with respect to such certificates.
Unless otherwise provided in a partnership agreement and except to the extent assumed by agreement, until an assignee of a partnership interest becomes a partner, the assignee shall have no liability as a partner solely as a result of the assignment.

Acts 1988, ch. 922, § 1; 1989, ch. 270, § 60.

Law Reviews.

The Tennessee Revised Uniform Limited Partnership Act (Glenn Stophel and James C. Heartfield), 26 No. 5 Tenn. B.J. 22 (1990).

Attorney General Opinions. Taxation of interest in limited partnership, OAG 89-75, 1989 Tenn. AG LEXIS 57 (5/4/89).

61-2-703. Rights of judgment creditor.

On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest.

Acts 1988, ch. 922, § 1.

61-2-704. Rights of assignee — Liabilities.

An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:
1. The partnership agreement so provides; or
2. All partners consent.
An assignee who has become a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of his assignor under the partnership agreement and this chapter. Notwithstanding the foregoing, unless otherwise provided in the partnership agreement, an assignee who becomes a limited partner is liable for the obligations of his assignor to make contributions as provided in § 61-2-502, but shall not be liable for the obligations of his assignor under part 6 of this chapter. However, the assignee is not obligated for liabilities, including the obligations of his assignor to make contributions as provided in § 61-2-502, unknown to the assignee at the time he became a limited partner and the possibility of which could not be ascertained from the partnership agreement.
Whether or not an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under parts 5 and 6 of this chapter.

Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 61, 62.

Law Reviews.

The Tennessee Revised Uniform Limited Partnership Act (Glenn Stophel and James C. Heartfield), 26 No. 5 Tenn. B.J. 22 (1990).

61-2-705. Deceased or incompetent partners.

If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, guardian, conservator or other legal representative may exercise all of the partner's rights for the purpose of settling his estate or administering his property, including any power under the partnership agreement of an assignee to become a limited partner. The estate of a deceased limited partner shall be liable for all his liabilities as a limited partner. If a partner is a corporation, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.

Acts 1988, ch. 922, § 1.

Part 8
Dissolution

61-2-801. When required — Exception.

A limited partnership is dissolved and its affairs shall be wound up upon the first to occur of the following:
1. At the time or upon the happening of events specified in the partnership agreement;
2. Written consent of all partners;
3. In the event of withdrawal of a general partner, unless at the time there is at least one (1) other general partner and the partnership agreement permits the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within ninety (90) days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment, effective as of the date of withdrawal, of one (1) or more additional general partners if necessary or desired; or
4. Entry of a decree of judicial dissolution under § 61-2-802.
Upon dissolution of the limited partnership, a certificate of cancellation must be filed pursuant to § 61-2-203.

Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 63, 64.

Law Reviews.

The Tennessee Revised Uniform Limited Partnership Act (Glenn Stophel and James C. Heartfield), 26 No. 5 Tenn. B.J. 22 (1990).

61-2-802. Judicial dissolution.

On application by or for a partner, the court of record may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.

Acts 1988, ch. 922, § 1.

61-2-803. Winding up.

Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners or a person approved by the limited partners or, if there is more than one (1) class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate, may wind up the limited partnership's affairs, but the court of record, upon cause shown, may wind up the limited partnership's affairs upon application of any partner, his legal representative or assignee, and in connection therewith, may appoint a liquidating trustee.
Upon dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in § 61-2-203, the persons winding up the limited partnership's affairs may, in the name of and for and on behalf of the limited partnership, prosecute and defend suits, whether civil, criminal or administrative, settle in a reasonable manner and close the limited partnership's business, dispose of and convey the limited partnership's property, discharge or make reasonable provision for the limited partnership's liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners and without imposing the liability of a general partner or a liquidating trustee.

Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 65, 66.

61-2-804. Distribution of assets.

Upon the winding up of a limited partnership, the assets shall be distributed as follows:
1. To creditors, including partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited partnership (whether by payment or the making of reasonable provisions for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to partners under § 61-2-601 or § 61-2-604;
2. Unless otherwise provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under § 61-2-601 or § 61-2-604; and
3. Unless otherwise provided in the partnership agreement, to partners first for the return of their contributions, and second respecting their partnership interests, in the proportions in which the partners share in distributions.
A limited partnership which has dissolved shall pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional or unmatured claims and obligations, known to the limited partnership and all claims and obligations which are known to the limited partnership but for which the identity of the claimant is unknown. If there are sufficient assets, such claims and obligations shall be paid in full and any such provision for payment made shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Unless otherwise provided in a partnership agreement, any remaining assets shall be distributed as provided in this chapter. Any liquidating trustee winding up a limited partnership's affairs who has complied with this section shall not be personally liable to the claimants of the dissolved limited partnership by reason of such person's actions in winding up the limited partnership.

Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 67-69.

Law Reviews.

The Tennessee Revised Uniform Limited Partnership Act (Glenn Stophel and James C. Heartfield), 26 No. 5 Tenn. B.J. 22 (1990).

NOTES TO DECISIONS

1. Legislative Intent.

The legislature did not intend for the rights of a limited partnership's creditors to be subordinate to the right of a limited partner to be repaid that partner's own contribution. Kesterson Foods v. Scott, 932 S.W.2d 935, 1996 Tenn. App. LEXIS 258 (Tenn. Ct. App. 1996).

61-2-805. Known claims against dissolved limited partnership — Notice of dissolution.

A dissolved limited partnership may dispose of the known claims against it by following the procedure described in this section.
The dissolved limited partnership shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:
1. Describe information that must be included in a claim;
2. State whether the claim is admitted, or not admitted, and if admitted:
  1. The amount that is admitted, which may be as of a given date; and
  2. Any interest obligation if fixed by an instrument of indebtedness;
3. Provide a mailing address where a claim may be sent;
4. State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved limited partnership must receive the claim; and
5. State that, except to the extent that any claim is admitted, the claim will be barred if written notice of the claim is not received by the deadline.
A claim against the dissolved limited partnership is barred to the extent that it is not admitted:
1. If the dissolved limited partnership delivered written notice to the claimant in accordance with subsection (b) and the claimant does not deliver a written notice of the claim to the dissolved limited partnership by the deadline; or
2. If the dissolved limited partnership delivered written notice to the claimant that his claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice.
For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
For purposes of this section, written notice, if in a comprehensible form, is effective at the earliest of the following:
1. When received;
2. Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon;
3. On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or
4. Twenty (20) days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed.

Acts 1989, ch. 270, § 70.

Textbooks. Tennessee Forms (Robinson, Ramsey and Harwell), Nos. 6-901 — 6-903.

61-2-806. Unknown claims against dissolved limited partnership — Notice — Limitations.

A dissolved limited partnership may also publish notice of its dissolution and request that persons with claims against the limited partnership present them in accordance with the notice.
The notice must:
1. Be published one (1) time in a newspaper of general circulation in the county where the dissolved limited partnership's principal office (or, if none in this state, its registered office) is or was last located;
2. Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
3. State that a claim against the limited partnership will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice.
If the dissolved limited partnership publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited partnership within two (2) years after the publication date of the newspaper notice:
1. A claimant who did not receive written notice under § 61-2-805;
2. A claimant whose claim was timely sent to the dissolved limited partnership but not acted on;
3. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
A claim may be enforced under this section:
1. Against the dissolved limited partnership, to the extent of its undistributed assets; or
2. If the assets have been distributed in liquidation, against a limited partner of the dissolved limited partnership to the extent of his pro rata share of the claim or the limited partnership assets distributed to him in liquidation, whichever is less, but a limited partner's total liability for all claims under this section may not exceed the total amount of assets distributed to him.

Acts 1989, ch. 270, § 71.

Textbooks. Tennessee Forms (Robinson, Ramsey and Harwell), No. 6-904.

Part 9
Foreign Limited Partnerships

61-2-901. Law governing.

Subject to the Constitution of Tennessee:
1. The laws of the jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; and
2. A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state.
A foreign limited partnership shall be subject to § 61-2-106.

Acts 1988, ch. 922, § 1.

Law Reviews.

The Tennessee Revised Uniform Limited Partnership Act (Glenn Stophel and James C. Heartfield), 26 No. 5 Tenn. B.J. 22 (1990).

61-2-902. Registration required — Application.

Before doing business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state:
1. An original copy executed by a general partner of an application for registration as a foreign limited partnership, setting forth:
  1. The name of the foreign limited partnership and, if different, the name under which it proposes to register and do business in this state;
  2. The jurisdiction where organized, the date of its organization and a statement from a general partner that, as of the date of filing, the foreign limited partnership validly exists as a limited partnership under the laws of the jurisdiction of its organization;
  3. The nature of the business or purposes to be conducted or promoted in this state;
  4. The street address and zip code of its registered office in this state, the county in which that office is located, and the name of its registered agent at that office;
  5. The street address, including the zip code, 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);
  6. The name and business, residence or mailing address and zip code of each of the general partners; and
  7. The date on which the foreign limited partnership first did, or intends to do, business in this state;
2. The foreign limited partnership shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the secretary of state or other official having custody of limited partnership records in the jurisdiction under whose law it is formed. The certificate shall not bear a date of more than two (2) months prior to the date the application is filed in this state; and
3. A fee as set forth in § 61-2-1207(a)(5).
A partnership (general or limited) or corporation formed or organized under the laws of any foreign jurisdiction or the laws of any state other than this state shall not be deemed to be doing business in Tennessee solely by reason of its being a partner in a domestic or registered foreign limited partnership.
If the secretary of state determines upon registration that a foreign limited partnership has been doing business in this state for a period of one (1) year or more prior to applying for registration, then the secretary of state shall require the foreign limited partnership to submit a confirmation of good standing relative to such foreign limited partnership.

Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 72, 73; 1991, ch. 189, § 1; 2010, ch. 741, § 54; 2014, ch. 783, § 23.

Textbooks. Tennessee Forms (Robinson, Ramsey and Harwell), No. 6-801.

Law Reviews.

The Tennessee Revised Uniform Limited Partnership Act (Glenn Stophel and James C. Heartfield), 26 No. 5 Tenn. B.J. 22 (1990).

61-2-903. Filing of application.

If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, he shall file the application in accordance with part 11 of this chapter.

Acts 1988, ch. 922, § 1.

61-2-904. Name — Registered office and agent.

A foreign limited partnership may register with the secretary of state under any name (whether or not it is the name under which it is registered in the jurisdiction of its organization) that includes the words “Limited Partnership” or the abbreviation “L.P.” and that could be registered by a domestic limited partnership.
Except as authorized by subsection (c), the name of a foreign limited partnership that registers to do business in this state, shall be distinguishable upon the records of the secretary of state from the respective names of or for every other entity, whether true, assumed, reserved or registered, to the extent the use or reservation of such names is evidenced by a filing with the secretary of state under applicable law.
A foreign limited partnership may apply to the secretary of state for authorization to use a name that is not distinguishable upon his records from one (1) or more of the names described in subsection (b). The secretary of state shall authorize use of the name applied for if:
1. The person holding the right to use the previously filed name described in subsection (b) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant;
2. The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state; or
3. The person holding the right to use the previously filed name described in subsection (b) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent.
Each foreign limited partnership shall 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, which agent may be either an individual resident of this state whose business office is identical with the limited partnership's registered office, or a domestic corporation or a foreign corporation authorized to transact business in this state having a business office identical with such registered office.
A foreign limited partnership authorized to transact business in this state 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. Its name;
2. The street address, including the zip code, of its current registered office;
3. If the current registered office is to be changed, the street address, including the zip code, of its new registered 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 its new registered agent; and
6. That after the change or changes are made, the street addresses, including zip codes, of its registered office and the business office of its registered agent will be identical.
If a registered agent changes the street address of his business office, he may change the street address of the registered office of any foreign limited partnership for which he is a 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 of change that complies with the requirements of subsection (e) and recites that the limited partnership has been notified of the change.
Each foreign limited partnership authorized to transact business in this state shall comply with § 61-2-104(e).
The registered agent of a foreign limited partnership 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 or resignation 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.

Acts 1988, ch. 922, § 1; 1989, ch. 270, § 74; 2010, ch. 743, §§ 13, 14.

Textbooks. Tennessee Forms (Robinson, Ramsey and Harwell), Nos. 6-601 — 6-604.

61-2-905. Amended registration.

If any statement required by § 61-2-902 in the application for registration of a foreign limited partnership was false when made or any matter described in the application for registration has changed, making the application false, the foreign limited partnership shall promptly file with the secretary of state an application for an amended registration of a foreign limited partnership. Notwithstanding the preceding sentence, a change in the foreign limited partnership's registered agent or registered office can be made by filing a statement of change as provided in § 61-2-904(e). An application for an amended registration need not also be filed. Nothing in this chapter shall be construed as requiring an amended registration if the only change in the certificate of foreign limited partnership is related to the admission or substitution of limited partners.
The requirements of § 61-2-902 for obtaining an original registration of a foreign limited partnership apply to obtaining an amended registration under this section.

Acts 1988, ch. 922, § 1; 1989, ch. 270, § 75.

Textbooks. Tennessee Forms (Robinson, Ramsey and Harwell), No. 6-802.

61-2-906. Cancellation of registration.

A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation of registration executed by a general partner, which shall set forth:
1. The name of the foreign limited partnership, and, if different, the name under which it is registered to do business in Tennessee;
2. The name of the state or country under whose law it was organized;
3. That it is not transacting business in this state and that it surrenders its registration to transact business in this state;
4. That it either continues its registered agent in this state or revokes the authority of the registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
5. A mailing address to which the secretary of state may mail a copy of any process served on him under subdivision (a)(4); and
6. A commitment to notify the secretary of state in the future of any change in mailing address.
The secretary of state shall file the certificate of cancellation of registration if the secretary of state finds that the certificate of cancellation of registration:
1. Complies with subsection (a); and
2. Is accompanied by a tax clearance for termination or withdrawal relative to such foreign limited partnership.
When the certificate of cancellation of registration has been filed in accordance with subsection (b), the cancellation of the certificate of registration of the foreign limited partnership is effective. After cancellation of the registration of the foreign limited partnership is effective, service of process on the secretary of state or the continued registered agent under this section is service on the foreign limited partnership. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign limited partnership at the mailing address set forth under subdivision (a)(5).

Acts 1988, ch. 922, § 1; 1989, ch. 270, § 76; 2009, ch. 354, §§ 3, 4; 2010, ch. 741, § 55.

Textbooks. Tennessee Forms (Robinson, Ramsey and Harwell), No. 6-1002.

61-2-907. Doing business without registration — Penalty.

A foreign limited partnership doing business in this state may not maintain any action, suit or proceeding in this state until it has registered in this state and has paid to this state all fees for the years or parts thereof during which it did business in this state without having registered.
The failure of a foreign limited partnership to register in this state does not impair:
1. The validity of any contract or act of the foreign limited partnership;
2. The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or
3. The foreign limited partnership from defending any action, suit or proceeding in any court of this state.
A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the limited partnership having done business in this state without registration.
Any foreign limited partnership doing business in this state without first having registered shall be fined and shall pay to the secretary of state two hundred dollars ($200) for each year or part thereof during which the foreign limited partnership failed to register in this state.

Acts 1988, ch. 922, § 1.

Law Reviews.

The Tennessee Revised Uniform Limited Partnership Act (Glenn Stophel and James C. Heartfield), 26 No. 5 Tenn. B.J. 22 (1990).

61-2-908. Enjoined from doing business.

The court of record shall have jurisdiction to enjoin any foreign limited partnership, or any agent thereof, from doing any business in this state if such foreign limited partnership has failed to register under this part or if such foreign limited partnership has secured a certificate from the secretary of state under § 61-2-903 on the basis of false or misleading representations. The attorney general shall, upon his own motion or upon the relation of proper parties, proceed for this purpose by complaint in any county in which such foreign limited partnership is doing or has done business.

Acts 1988, ch. 922, § 1.

61-2-909. Other provisions applicable.

Sections 61-2-204(c) and 61-2-207 shall be applicable to foreign limited partnerships as if they were domestic limited partnerships.

Acts 1988, ch. 922, § 1.

61-2-910. Service of process.

The registered agent of a foreign limited partnership authorized to transact business in this state is the limited partnership's agent for service of process, notice or demand required or permitted by law to be served on the foreign limited partnership.
Service on a limited partnership when the secretary of state is its agent for service of process may be obtained pursuant to § 61-2-106.
This section does not prescribe the only means, or necessarily the required means, for serving a foreign limited partnership.

Acts 1988, ch. 922, § 1; 1989, ch. 270, § 77.

Part 10
Derivative Actions

61-2-1001. Right to bring action.

A limited partner may bring an action in the court of record in the right of a limited partnership to recover judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.

Acts 1988, ch. 922, § 1.

Law Reviews.

The Tennessee Revised Uniform Limited Partnership Act (Glenn Stophel and James C. Heartfield), 26 No. 5 Tenn. B.J. 22 (1990).

61-2-1002. Proper plaintiff.

In a derivative action the plaintiff must be a partner at the time of bringing the action and:

At the time of the transaction of which he complains; or
His status as a partner had devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.

Acts 1988, ch. 922, § 1.

61-2-1003. Complaint.

In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.

Acts 1988, ch. 922, § 1.

61-2-1004. Award of expenses.

If a derivative action is successful in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees. If anything is so received by the plaintiff, the court shall make such award of plaintiff's expenses payable out of those proceeds and direct plaintiff to remit to the limited partnership the remainder thereof, and if those proceeds are insufficient to reimburse plaintiff's reasonable expenses, the court may direct that any such award of plaintiff's expenses or portion thereof be paid by the limited partnership.

Acts 1988, ch. 922, § 1.

Part 11
Filing with Secretary of State

61-2-1101. Requirements generally.

The form and filing of a document must satisfy the requirements of this section, and of all other applicable sections or rules that add to these requirements, to be entitled to filing by the secretary of state.
Parts 1, 2, and 9 of this chapter must require or permit filing the documents with the secretary of state.
The document must contain the information required by parts 1, 2, and 9 of this chapter and any information required by rules promulgated by the secretary of state. The document may contain other information as well.
The document must be capable of being printed in ink in a clear and legible fashion on one (1) side of letter size paper.
The document must be in the English language. A limited partnership's name need not be in English if written in English letters, or Arabic or Roman numerals.
The person executing the document must sign it and state beneath or opposite the person's signature the person's name and the capacity in which the person signs.
The document must be delivered to the office of the secretary of state for filing and must be accompanied by the correct filing fee, and any corporate tax, license fee, interest, or penalty required by part 12 of this chapter.
The secretary of state may promulgate appropriate rules establishing acceptable methods for execution of any document to be filed with the secretary of state.
All documents submitted to the secretary of state for filing shall contain a statement that makes it clear that the documents are being filed pursuant to the chapter.

Acts 1988, ch. 922, § 1; 1989, ch. 270, § 78; 2011, ch. 99, § 29; 2020, ch. 719, § 28.

Amendments. The 2020 amendment, in (a), inserted “The form and filing of”, and substituted “all other applicable sections or rules that add to these requirements” for “any other section that adds to or varies these requirements”; inserted a comma following “2” in (b) and in the first sentence of (c), following “letters” in (e), and following “interest” in (g); in (c), inserted “any information required by rules promulgated by the secretary of state.” at the end of the first sentence and substituted “The document may contain” for “It may contain” at the beginning of the second sentence; substituted “capable of being printed” for “typewritten or printed” in (d); substituted “limited partnership’s” for “limited partnership” in the second sentence of (e); in (f), substituted “must” for “shall”, twice substituted “the person's” for “his” and substituted “the person” for “he”; in (h), substituted “may” for “has the power to” and deleted “and regulations” following “rules”; and in (i), substituted “shall” for “should”, “that makes” for “which makes” and “the documents” for “they”.

Effective Dates. Acts 2020, ch. 719, § 35, June 22, 2020.

61-2-1102. Forms.

The secretary of state may prescribe, and shall furnish upon request, forms for documents required or permitted to be filed by all chapters of this title. If the secretary of state has prescribed a mandatory form for the document, then the document must be in or on the prescribed form or a conformed copy thereof.

Acts 1988, ch. 922, § 1; 2020, ch. 719, § 29.

Amendments. The 2020 amendment substituted “prescribe, and shall furnish upon request, forms for documents” for “prescribe and shall furnish on request forms for all documents”, inserted “all chapters of”, substituted “title. If the secretary of state has prescribed a mandatory” for “chapter, but their use is not mandatory” and inserted “form for the document, then the document must be in or on the prescribed form or a conformed copy thereof.”

Effective Dates. Acts 2020, ch. 719, § 35, June 22, 2020.

61-2-1103. Filing, service, and copying fees.

The secretary of state shall collect the fees set forth in § 61-2-1207(a) when the documents described in that section are delivered to the secretary of state for filing.
The secretary of state shall collect a fee of ten dollars ($10.00), for each party at each address, each time process is served on the secretary of state under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.
The secretary of state shall collect a fee of ten dollars ($10.00) for copying all filed documents relating to a domestic or foreign limited partnership. All such copies will be certified or validated by the secretary of state.

Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 78, 79; 2011, ch. 99, § 22.

61-2-1104. Effective time and date — Delays — Registered agent and office.

Except as provided in subsection (b) and § 61-2-1105, a document accepted for filing is effective:
1. At the time of filing on the date it is filed by the secretary of state, as evidenced by the secretary of state's date and time endorsement on the original document; and
2. At the time specified in the document as its effective time on the date it is filed.
A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed by the secretary of state. Notwithstanding the foregoing, an application for a reserved name, a notice of transfer or cancellation of a reserved name and certificate of correction, may not specify a delayed effective date and time.
The secretary of state shall not file any certificate of limited partnership or an application for registration, unless the document designates the registered agent and registered office of such domestic or foreign limited partnership in accordance with parts 1 and 9 of this chapter. The secretary of state shall not file any other document under parts 1, 2 and 9 of this chapter if, at the time of filing, the domestic or foreign limited partnership does not have a registered agent or registered office designated at such time, unless at the time such document is received for filing the secretary of state also receives for filing a statement designating such registered agent or registered office or both.

Acts 1988, ch. 922, § 1; 1989, ch. 270, § 80.

Textbooks. Tennessee Forms (Robinson, Ramsey and Harwell), No. 6-1102.

Law Reviews.

The Tennessee Revised Uniform Limited Partnership Act (Glenn Stophel and James C. Heartfield), 26 No. 5 Tenn. B.J. 22 (1990).

61-2-1105. Corrections — When effective.

A domestic or foreign limited partnership may correct a document filed by the secretary of state if the document:
1. Contains an incorrect statement; or
2. Was defectively executed, attested, sealed, verified or acknowledged.
A document is corrected:
1. By preparing a certificate of correction that:
  1. Describes the document (including its filing date) or attaches a copy of it to the certificate;
  2. Specifies the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and
  3. Corrects the incorrect statement or defective execution; and
2. By delivering the certificate to the secretary of state for filing.
Certificates of correction are effective on the effective time and date of the document they correct except as to persons relying on those uncorrected documents and adversely affected by the correction. As to those persons, certificates of correction are effective when filed.

Acts 1988, ch. 922, § 1.

Textbooks. Tennessee Forms (Robinson, Ramsey and Harwell), No. 6-1101.

61-2-1106. Filing procedure — Refusal — Effect.

If a document delivered to the office of the secretary of state for filing satisfies the requirements of § 61-2-1101, the secretary of state shall file it.
The secretary of state files a document by stamping or otherwise endorsing “Filed,” together with his name and official title and the date and time of receipt, on such document. After filing a document, the secretary of state shall deliver the document, with the filing fee receipt (or acknowledgement of receipt if no fee is required) attached, to the domestic or foreign limited partnership or its representative in due course. A domestic or foreign limited partnership or its representative may present to the secretary of state an exact or conformed copy of the document presented for filing, together with such document, and, in that event, the secretary of state shall stamp or otherwise endorse the exact or conformed copy filed, together with his name and official title and the date and time of receipt, and immediately return the exact or conformed copy to the party filing the original of such document.
If the secretary of state refuses to file a document, he shall return it to the domestic or foreign limited partnership or its representative within a reasonable time after the document was received for filing, together with a brief, written explanation of the reason for his refusal.
The secretary of state's duty to file documents under this section is ministerial. His filing or refusing to file a document does not:
1. Affect the validity or invalidity of the document in whole or in part;
2. Relate to the correctness or incorrectness of information contained in the document;
3. Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect; or
4. Establish that a document purporting to be an exact or conformed copy pursuant to subsection (b) is an exact or conformed copy.
Any limited partnership document that meets the requirements of parts 1, 2, and 9 of this chapter for filing and recording, and all applicable rules, must be received, filed, and recorded by the appropriate office, notwithstanding any contrary requirements found in any other laws of this state.

Acts 1988, ch. 922, § 1; 2020, ch. 719, § 30.

Amendments. The 2020 amendment, in (e), substituted “that meets” for “which meets”, inserted a comma following “2” and following “filed”, and substituted “and recording, and all applicable rules, must be received,” for “and recording shall be received,”.

Effective Dates. Acts 2020, ch. 719, § 35, June 22, 2020.

61-2-1107. Appeal of refusal to file document.

If the secretary of state refuses to file a document delivered to his office for filing, the domestic or foreign limited partnership may appeal the refusal to the chancery court of Davidson County. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state's explanation of his refusal to file.
The court may summarily order the secretary of state to file the document or take other action the court considers appropriate.
The court's final decision may be appealed as in other civil proceedings.
Any judicial review of the secretary of state's refusal to file a document shall be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.

Acts 1988, ch. 922, § 1.

61-2-1108. Copy as evidence.

A certificate attached or certification affixed to a copy of a document filed by the secretary of state, bearing his signature (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state.

Acts 1988, ch. 922, § 1.

Part 12
Miscellaneous

61-2-1201. Construction.

This chapter shall be so applied and construed as to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.

Acts 1988, ch. 922, § 1.

61-2-1202. Short title.

This chapter shall be known and may be cited as the “Tennessee Uniform Limited Partnership Act of 1988.”

Acts 1988, ch. 922, § 1; 2017, ch. 440, § 3.

61-2-1203. Severability.

If any provision of this chapter or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.

Acts 1988, ch. 922, § 1.

61-2-1204. Effective date and extended effective date.

All limited partnerships formed on or after January 1, 1989, the “effective date” shall be governed by this chapter.
Except as provided in subsections (e) and (f), all limited partnerships formed on or after January 1, 1988, and prior to January 1, 1989, under chapter 2 of this title as hereby repealed, shall continue to be governed by that chapter until July 1, 1989, the “extended effective date,” at which time such limited partnerships shall be governed by this chapter.
Except as provided in subsection (e), a limited partnership formed prior to January 1, 1988, shall continue to be governed by chapter 2 of this title in effect prior to the adoption of chapter 2 of this title as hereby repealed, except that such limited partnership shall not have its term extended except under this chapter.
Except as provided in subsection (e), part 9 of this chapter, relative to foreign limited partnerships, is not effective until July 1, 1989.
Any limited partnership formed prior to January 1, 1989 and any foreign limited partnership may elect to be governed by this chapter before July 1, 1989 by filing with the register of deeds prior to January 1, 1989 and with the secretary of state on and after January 1, 1989 a certificate of limited partnership, or an application for registration as a foreign limited partnership which complies with this chapter or a certificate of amendment which would cause its certificate of limited partnership to comply with this chapter and which specifically states that it is electing to be so bound and by paying the fee for a certificate of limited partnership specified in § 61-2-1207(a)(8). Such certificate may be filed by any general partner without the necessity of obtaining the approval of any limited partner.
With respect to a limited partnership formed on or after January 1, 1988 and prior to January 1, 1989:
1. On and after July 1, 1989, such limited partnership need not file with the secretary of state a certificate of amendment which would cause its certificate of limited partnership to comply with this chapter until the occurrence of an event which, under this chapter, requires the filing of a certificate of amendment;
2. Sections 61-2-501 and 61-2-502, and 61-2-607(b) shall apply only to contributions and distributions made after January 1, 1989; and
3. Section 61-2-704 shall apply only to assignments made after January 1, 1989.

Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 81-83, 86.

Law Reviews.

The Tennessee Revised Uniform Limited Partnership Act (Glenn Stophel and James C. Heartfield), 26 No. 5 Tenn. B.J. 22 (1990).

61-2-1205. Rules of law and equity.

In any case not provided for in this chapter, the Tennessee Uniform Partnership Law, compiled in chapter 1 of this title, and the rules of law and equity shall govern.

Acts 1988, ch. 922, § 1.

61-2-1206. Prior law.

Except as set forth in § 61-2-1204, former chapter 2 of this title is hereby repealed.

Acts 1988, ch. 922, § 1.

61-2-1207. Fees.

The secretary of state shall collect the following fees when the documents described in this subsection (a) are delivered to the secretary of state for filing:
Document Fee
1. Application for use of indistinguishable name $20.00
2. Application for reservation of limited partnership name 20.00
3. Notice of transfer of reserved name 20.00
4. Notice of cancellation of reserved name 20.00
5. Statement of change of registered agent/office (by domestic/foreign limited partnership) 20.00
6. Statement of change of registered office of limited partnership (by agent) 5.00 per limited partner- ship, but not less than 20.00
7. Statement of resignation of registered agent for limited partnership 20.00
8. Certificate of limited partnership (including designation of initial registered office and agent) 100.00
9. Amendment to the certificate of limited partnership 20.00
10. Certificate of cancellation of limited partnership 20.00
11. Restated certificate of limited partnership 20.00
12. Amended and restated certificate of limited partnership 20.00
13. Certificate of merger of limited partnership 100.00
14. Application for registration of foreign limited partnership (including designation of initial registered office and agent) 600.00
15. Application for amended registration of foreign limited partnership 20.00
16. Certificate of cancellation of registration of foreign limited partnership 20.00
17. Certificate of correction 20.00
18. Execution, amendment or cancellation of limited partnership by judicial order No Fee
19. Application for certificate of existence or registration of limited partnership 20.00
20. Any other document required or permitted to be filed by chapter 2 of this title 20.00
The secretary of state shall collect a fee of twenty dollars ($20.00) each time process is served on the secretary of state under chapter 2 of this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if such party prevails in the proceeding.
The secretary of state shall collect a fee of twenty dollars ($20.00) for copying all filed documents relating to a domestic or foreign limited partnership. All such copies will be certified or validated by the secretary of state.

Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 84, 87; 1998, ch. 890, § 4; 2000, ch. 568, § 5; 2010, ch. 742, § 13.

Textbooks. Tennessee Forms (Robinson, Ramsey and Harwell), No. 6-801.

61-2-1208. Reserved power of state of Tennessee to alter or repeal chapter.

All provisions of this chapter may be altered from time to time or repealed, and all rights of partners are subject to this reservation.

Acts 1988, ch. 922, § 1.

61-2-1209. Certificate of existence.

Any person may apply to the secretary of state to furnish a certificate of existence for a domestic limited partnership or a certificate of registration for a foreign limited partnership registered to transact business in this state.
A certificate of existence or registration sets forth:
1. The domestic limited partnership's name or the foreign limited partnership's name used in this state;
2. That:
  1. The domestic limited partnership is a limited partnership formed under the laws of this state, and the effective date of the filing of its initial certificate of limited partnership; or
  2. The foreign limited partnership is a limited partnership registered to transact business in this state;
3. That all fees, taxes and penalties owed to this state have been paid, if:
  1. Payment is reflected in the records of the secretary of state or the department of revenue; and
  2. Nonpayment affects the existence or registration of the domestic or foreign limited partnership;
4. That:
  1. Neither a certificate of cancellation nor a decree of judicial dissolution has been filed for a domestic limited partnership; or
  2. A certificate of cancellation has not been filed for a foreign limited partnership;
5. That the certificate of existence or registration is effective as of the date of the issuance of the certificate; and
6. Other facts of record in the office of the secretary of state that may be requested by the applicant.
Subject to any qualifications stated in the certificate, a certificate of existence or registration issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign limited partnership has been formed or is registered to transact business in this state, that the domestic limited partnership's certificate of limited partnership has not been cancelled, and that the domestic or foreign limited partnership is in good standing as far as the records of the secretary of state show.

Acts 2010, ch. 742, § 12.

Chapter 3
Tennessee Uniform Limited Partnership Act of 2017

Part 1
General Provisions

61-3-101. Definitions.

As used in this chapter:

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

Acts 2017, ch. 440, § 1; 2018, ch. 575, § 1.

Amendments. The 2018 amendment added the definitions of “active and in good standing as reflected in the records of the secretary of state”, “good standing with the department of revenue”, and “letter of good standing from the department of revenue”.

Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.

61-3-102. Knowledge — notice.

A person knows a fact if the person:
1. Has actual knowledge of it; or
2. Is deemed to know it under law other than this chapter.
A person has notice of a fact if the person:
1. Has reason to know the fact from all the facts known to the person at the time in question; or
2. Is deemed to have notice of the fact under subsection (c) or (d).
A certificate of limited partnership filed with the secretary of state is notice that the partnership is a limited partnership and that the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (d), the certificate is not notice of any other fact not set out in this subsection (c).
A person who is not a partner, is deemed to have notice of:
1. A person's dissociation as a general partner the earlier of:
  1. Ninety (90) days after an amendment to the certificate of limited partnership stating that the other person has dissociated becomes effective; or
  2. Ninety (90) days after a statement of dissociation pertaining to the other person becomes effective;
2. A limited partnership's:
  1. Dissolution ninety (90) days after an amendment to the certificate of limited partnership stating that the limited partnership is dissolved becomes effective; termination ninety (90) days after a statement of termination under § 61-3-802(b)(1)(B) becomes effective; and
  2. Participation in a merger, conversion, or domestication, ninety (90) days after articles of merger, conversion, or domestication under part 11 of this chapter become effective.
Subject to § 61-3-209(f), a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.
A general partner's knowledge or notice of a fact relating to the limited partnership is effective immediately as knowledge of or notice to the partnership, except in the case of a fraud on the partnership committed by or with the consent of the general partner. A limited partner's knowledge or notice of a fact relating to the partnership is not effective as knowledge of or notice to the partnership.

Acts 2017, ch. 440, § 1; 2018, ch. 575, § 2.

Amendments. The 2018 amendment substituted “§ 61-3-802(b)(1)(B)” for “§ 61-3-802(b)(2)(F)” in (d)(2)(A).

Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.

61-3-103. Governing law.

The law of this state governs:

The internal affairs of a limited partnership; and
The liability of a partner as partner for a debt, obligation, or other liability of a limited partnership.

Acts 2017, ch. 440, § 1.

61-3-104. Partnership agreement — Scope, function, and limitations.

Except as otherwise provided in subsections (c) and (d), the partnership agreement governs:
1. Relations among the partners as partners and between the partners and the limited partnership;
2. The activities and affairs of the partnership and the conduct of those activities and affairs; and
3. The means and conditions for amending the partnership agreement.
To the extent the partnership agreement does not provide for a matter described in subsection (a), this chapter governs the matter.
A partnership agreement shall not:
1. Vary the law applicable under § 61-3-103;
2. Vary a limited partnership's capacity under § 61-3-110 to sue and be sued in its own name;
3. Vary § 61-3-204;
4. Vary the right of a general partner under § 61-3-406(b)(2) to vote on or consent to an amendment to the certificate of limited partnership deleting a statement that the limited partnership is a limited liability limited partnership;
5. Vary the notice requirements under § 61-3-102 or under this chapter in a manner that is manifestly unreasonable;
6. Vary the requirements with respect to the limited partnership's name under § 61-3-112;
7. Vary the requirement under § 61-3-119 regarding the Workers' Compensation Law, compiled in title 50, chapter 6;
8. Eliminate or vary the restrictions on reimbursement and indemnification contained in § 61-3-408(a) and (b);
9. Eliminate or vary the potential for personal liability of a general partner under § 61-3-404;
10. Eliminate or vary this section;
11. Eliminate or vary the limitations on distributions in § 61-3-504;
12. Eliminate or vary the liability for unlawful distributions in § 61-3-505;
13. Unreasonably restrict a right to information or access to records under § 61-3-304 or § 61-3-407;
14. Eliminate or restrict the duty of loyalty under § 61-3-409(b)(1) or (b)(2), except to the extent provided by subsection (d);
15. Unreasonably reduce the duty of care under § 61-3-409;
16. Eliminate the obligation of good faith and fair dealing under § 61-3-305(a) and § 61-3-409(d), but the partnership agreement may determine standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
17. Vary the grounds for expulsion specified in § 61-3-603(5)(B);
18. Vary the power of person to dissociate as a general partner under § 61-3-604(a), except to require that the notice under § 61-3-603(1) be in a record;
19. Vary the causes of dissolution specified in § 61-3-801(a)(6);
20. Vary the requirement to wind up the partnership's activities and affairs as specified in § 61-3-802(a), (b)(1)(B), and (d);
21. Vary the provisions of § 61-3-905, but the partnership agreement may provide that the partnership shall not have a special litigation committee;
22. Vary any requirements relating to documents required to be filed with the secretary of state or any register of deeds, or otherwise vary or restrict any other rights of the secretary of state or any register of deeds; and
23. Except as provided in §§ 61-3-105 and 61-3-106(b), vary or restrict any rights of any person under this chapter, other than a partner.
Without limiting other terms that may be included in a partnership agreement, the following applies:
1. The partnership agreement may:
  1. Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one (1) or more disinterested and independent persons after full disclosure of all material facts; and
  2. Alter the prohibition in § 61-3-504(a)(2) so that the prohibition requires only that the partnership's total assets not be less than the sum of its total liabilities; and
2. If not manifestly unreasonable, the partnership agreement may:
  1. Alter or eliminate the aspects of the duty of loyalty stated in § 61-3-409(b)(1) or (b)(2);
  2. Identify specific types or categories of activities that do not violate the duty of loyalty;
  3. Alter the duty of care, but shall not authorize conduct involving bad faith, willful or intentional misconduct, or knowing violation of law; and
  4. Alter or eliminate any other fiduciary duty.
The court shall decide as a matter of law whether a term of a partnership agreement is manifestly unreasonable under subdivision (c)(5), (c)(16), or (d)(2). The court:
1. Shall make its determination as of the time the challenged term became part of the partnership agreement and by considering only circumstances existing at that time; and
2. May invalidate the term only if, in light of the purposes, activities, and affairs of the limited partnership, it is readily apparent that:
  1. The objective of the term is unreasonable; or
  2. The term is an unreasonable means to achieve its objective.

Acts 2017, ch. 440, § 1; 2018, ch. 575, § 3.

Amendments. The 2018 amendment substituted “§ 61-3-802(a), (b)(1)(B), and (d)” for “§ 61-3-802(a), (b)(1), and (d)” in (c)(20).

Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.

61-3-105. Partnership agreement — Effect on limited partnership and person becoming partner — Preformation agreement.

A limited partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement.
A person that becomes a partner is deemed to assent to the partnership agreement.
Two (2) or more persons intending to become the initial partners of a limited partnership may make an agreement providing that upon the formation of the partnership, the agreement shall become the partnership agreement.

Acts 2017, ch. 440, § 1.

61-3-106. Partnership agreement — Effect on third parties and relationship to records effective on behalf of limited partnership.

A partnership agreement may specify that its amendment requires the approval of a person who is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
The obligations of a limited partnership and its partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under § 61-3-703(b)(2) to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:
1. Is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner; and
2. Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner.
If a record delivered by a limited partnership to the secretary of state for filing becomes effective and contains a provision that would be ineffective under § 61-3-104(c) if contained in the partnership agreement, the provision is ineffective in the record.
Subject to subsection (c), if a record delivered by a limited partnership to the secretary of state for filing becomes effective and conflicts with the partnership agreement:
1. The agreement prevails as to partners, persons dissociated as partners, and transferees; and
2. The record prevails as to other persons to the extent they reasonably rely on the record.

Acts 2017, ch. 440, § 1.

61-3-107. Required information.

A limited partnership shall maintain at its principal office the following information:

A current list showing the full name and last known street and mailing address, including zip codes, of each partner, separately identifying the general partners, and the limited partners;
A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed;
A copy of any filed articles of merger or conversion;
A copy of the partnership's federal, state, and local income tax returns and reports, if any, for the three (3) most recent years;
A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;
A copy of any financial statement of the partnership for the three (3) most recent years;
A copy of the three (3) most recent annual reports delivered by the partnership to the secretary of state pursuant to § 61-3-211;
A copy of any record made by the partnership during the past three (3) years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and
Unless contained in a partnership agreement made in a record, a record stating:
1. A description and statement of the agreed value of contributions other than money made and agreed to be made by each partner;
2. The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;
3. For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and
4. Any events upon the happening of which the partnership is to be dissolved and its activities and affairs wound up.

Acts 2017, ch. 440, § 1.

61-3-108. Dual capacity.

A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners.

Acts 2017, ch. 440, § 1.

61-3-109. Nature, purpose, and duration of limited partnership.

A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.
A limited partnership may have any lawful purpose, regardless of whether for profit.
A limited partnership has perpetual duration.

Acts 2017, ch. 440, § 1.

61-3-110. Powers.

A limited partnership has the capacity to sue and be sued in the name of the partnership and the power to do all things necessary or convenient to carry on the partnership's activities and affairs.

Acts 2017, ch. 440, § 1.

61-3-111. Supplemental principles of law.

Unless displaced by this chapter, the principles of law and equity supplement this chapter.

Acts 2017, ch. 440, § 1.

61-3-112. Permitted names.

The name of a limited partnership may contain the name of any partner, but must not contain the phrases “corporation,” “incorporated,” “limited liability company,” or abbreviations of like import.
The name of a limited partnership that is not a limited liability limited partnership must contain the phrase “limited partnership” or the abbreviation “LP” or “L.P.” and must not contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.”.
The name of a limited liability limited partnership must contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.” and must not contain the abbreviation “LP” or “L.P.”.
The name of a limited partnership, and the name under which a foreign limited partnership may register to do business in this state, must be distinguishable on the records of the secretary of state from any:
1. Name of an existing person whose formation required the filing of a record by the secretary of state and which is not at the time administratively dissolved;
2. Name of a limited liability partnership whose statement of qualification is in effect;
3. Name under which a person is registered to do business in this state by the filing of a record by the secretary of state;
4. Name reserved under § 61-3-113 or other law of this state providing for the reservation of a name by the filing of a record by the secretary of state; and
5. Name registered under § 61-3-114 or other law of this state providing for the registration of a name by the filing of a record by the secretary of state.
A domestic or foreign limited partnership, or person acting on behalf of a limited partnership not yet formed, may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from one (1) or more of the names described in subsection (d). The secretary of state shall authorize use of the indistinguishable name applied for, if:
1. The person holding the right to use the previously filed name described in subsection (d) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of the name or change the name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant;
2. The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state; or
3. The person holding the right to use the previously filed name described in subsection (d) consents in writing to the use of the name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent.
In determining whether a name is the same as or not distinguishable on the records of the secretary of state from the name of another person, words, phrases, or abbreviations indicating the type of person, such as “corporation”, “corp.”, “incorporated”, “Inc.”, “professional corporation”, “PC”, “P.C.”, “professional association”, “PA”, “P.A.”, “Limited”, “Ltd.”, “limited partnership”, “LP”, “L.P.”, “limited liability partnership”, “LLP”, “L.L.P.”, “registered limited liability partnership”, “RLLP”, “R.L.L.P.”, “limited liability limited partnership”, “LLLP”, “L.L.L.P.”, “registered limited liability limited partnership”, “RLLLP”, “R.L.L.L.P.”, “limited liability company”, “LLC”, “L.L.C.”, “limited cooperative association”, “limited cooperative”, “LCA”, or “L.C.A.” must not be taken into account.
The name of a limited partnership or foreign limited partnership must not contain language stating or implying that the limited partnership or foreign limited partnership:
1. Transacts or has the power to transact any business for which authorization, in whatever form and however denominated, is required under the laws of this state, unless the appropriate commission or official has granted the authorization and certifies that fact to the secretary of state in writing;
2. Is formed as, affiliated with or sponsored by, any fraternal, veterans', service, religious, charitable or professional organization, unless the formation, affiliation or sponsorship is certified in writing to the secretary of state by the body authorizing the formation or the organization with which affiliation or sponsorship is claimed, as applicable; or
3. Is an agency or instrumentality of, affiliated with or sponsored by the United States, any state, or a subdivision or agency of the United States, unless the fact is certified in writing to the secretary of state by the appropriate official of the United States, the state, or the subdivision or agency, as applicable.
A limited partnership or foreign limited partnership may use a name that is not distinguishable from a name described in subdivisions (d)(1)-(5) if the partnership delivers to the secretary of state a certified copy of a final judgment of a court of competent jurisdiction establishing the right of the partnership to use the name in this state.

Acts 2017, ch. 440, § 1.

61-3-113. Reservation of name.

A person may reserve the exclusive use of a name that complies with § 61-3-112 by delivering an application to the secretary of state for filing. The application must state the name and address of the applicant and the name to be reserved. If the secretary of state finds that the name is available, the secretary of state shall reserve the name for the applicant's exclusive use for one hundred twenty (120) days.
The owner of a reserved name may transfer the reservation to another person by delivering to the secretary of state a signed notice in a record of the transfer which states the name and address of the person to which the reservation is being transferred.
The reservation of a specific name may be cancelled by filing with the secretary of state a notice, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee.

Acts 2017, ch. 440, § 1.

61-3-114. Registration of name.

A foreign limited partnership not registered to do business in this state under part 10 of this chapter may register its name, or an alternate name adopted pursuant to § 61-3-1006, if the name is distinguishable on the records of the secretary of state from the names that are not available under § 61-3-112.
1. To register its name or an alternate name adopted pursuant to § 61-3-1006, a foreign limited partnership must deliver to the secretary of state for filing an application:
  1. Stating the partnership's name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to § 61-3-1006; and
  2. Accompanied by a certificate of existence, or a document of similar import, from the jurisdiction of formation, bearing a date that is not more than one (1) month prior to the date the application is filed with the secretary of state.
2. lf the secretary of state finds that the name applied for is available, the secretary of state must register the name for the applicant's exclusive use.
The registration of a name under this section is effective for one (1) year after the date of registration.
A foreign limited partnership whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than three (3) months before the expiration of the registration, to the secretary of state for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one-year period.
A foreign limited partnership whose name registration is effective may register as a foreign limited partnership under the registered name or consent in a signed record to the use of that name by another person that is not an individual.

Acts 2017, ch. 440, § 1; 2018, ch. 575, § 4.

Amendments. The 2018 amendment, in (b), divided the former first sentence as the present introductory clause and (b)(1)(A) by substituting “application: (A) Stating the” for “application stating the”, added present (b)(1)(B), and redesignated the former last sentence as present (b)(2).

Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.

61-3-115. Registered agent.

Each limited partnership and each registered foreign limited partnership shall designate and maintain a registered agent in this state. The designation of a registered agent is an affirmation of fact by the limited partnership or registered foreign limited partnership that the agent has consented to be served.
A registered agent for a limited partnership or registered foreign limited partnership must have a place of business in this state.
The only duties under this chapter of a registered agent that has complied with this chapter are:
1. To forward to the limited partnership or registered foreign limited partnership at the address most recently supplied to the agent by the partnership or foreign partnership any process, notice, or demand pertaining to the partnership or foreign partnership which is served on or received by the agent;
2. If the registered agent resigns, to provide the notice required by § 61-3-117(a)(4) to the partnership or foreign partnership at the address most recently supplied to the agent by the partnership or foreign partnership; and
3. To keep current the information with respect to the agent in the certificate of limited partnership.

Acts 2017, ch. 440, § 1.

61-3-116. Change of registered agent or address for registered agent by limited partnership.

A limited partnership or registered foreign limited partnership may change its registered agent or the address of its registered agent by delivering to the secretary of state for filing a statement of change that states:
1. The name of the limited partnership or registered foreign 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 the office, and the county in which the office is located;
4. The name of its current registered agent; and
5. If the current registered agent is to be changed, the name of the new registered agent.
The general or limited partners of a limited partnership need not approve the delivery to the secretary of state for filing of:
1. A statement of change under this section; or
2. A similar filing changing the registered agent or registered office, if any, of the partnership in any other jurisdiction.
A statement of change under this section designating a new registered agent is an affirmation of fact by the limited partnership or registered foreign limited partnership that the agent has consented to serve.
As an alternative to using the procedure in this section, a limited partnership may amend its certificate of limited partnership.

Acts 2017, ch. 440, § 1.

61-3-117. Resignation of registered agent.

A registered agent may resign as an agent for a limited partnership or registered foreign limited partnership by delivering to the secretary of state for filing a statement of resignation that states:
1. The name of the limited partnership or registered foreign limited partnership;
2. The name of the agent;
3. That the agent resigns from serving as registered agent for the limited partnership or registered foreign limited partnership; and
4. A certification that the registered agent has mailed a copy of the statement to the principal office of the limited partnership by certified mail.
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. When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the limited partnership or registered foreign limited partnership. The resignation does not affect any contractual rights the limited partnership or registered foreign limited partnership has against the agent or that the agent has against the limited partnership or registered foreign limited partnership.
A registered agent may resign with respect to a limited partnership or registered foreign limited partnership whether or not the limited partnership or registered foreign limited partnership is active and in good standing as reflected in the records of the secretary of state.
If a registered agent resigns or is unable to perform its duties, the designating limited partnership must, not later than sixty (60) days after the resignation or discovery that the agent is unable to perform its duties, designate another registered agent to the end that it shall at all times have a registered agent in this state.

Acts 2017, ch. 440, § 1; 2018, ch. 575, § 5.

Amendments. The 2018 amendment substituted “is active and in good standing as reflected in the records of the secretary of state” for “is in good standing” at the end of (c).

Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.

Cross-References. Certified mail in lieu of registered mail, § 1-3-111.

61-3-118. Change of name or address by registered agent.

If a registered agent changes the street address of the registered agent's business office, the agent shall deliver to the secretary of state for filing a statement of change that states:
1. The name of the limited partnership or registered foreign limited partnership represented by the registered agent;
2. The name of the agent as currently shown in the records of the secretary of state for the limited partnership or registered foreign limited partnership; and
3. The agent's new street address including the zip code of its new registered office; and a mailing address such as a post office box if the United States postal service does not deliver to the new registered office; and the county in which the office is located.
A registered agent shall promptly furnish notice to the represented limited partnership or registered foreign limited partnership of the filing by the secretary of state of the statement of change and the changes made by the statement.

Acts 2017, ch. 440, § 1; 2018, ch. 575, § 6.

Amendments. The 2018 amendment, in (a), substituted “the street address of the registered agent's business office” for “its name or address” in the introductory language; rewrote (3) which read: “If the name of the agent has changed, the agent’s new name; and”; and deleted former (4) which read: “If the address of the agent has changed, the agent’s new address and a mailing address, such as a post office box if the United States postal service does not deliver to the agent’s street address.”

Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.

61-3-119. Service of process, notice, or demand.

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.
The secretary of state shall be an agent of a limited partnership upon whom any process, notice, or demand may be served when:
1. A domestic or foreign limited partnership authorized to do business in this state fails to appoint or maintain a registered agent in this state;
2. Its registered agent cannot be found with reasonable diligence;
3. A foreign limited partnership transacts business or conducts affairs in this state without first submitting an application for registration with the secretary of state; or
4. The registration of a foreign limited partnership has been cancelled.
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 the limited partnership is, for the purpose of workers' compensation, self-insured or a part of a self-insurance pool as provided in title 50, chapter 6, part 4, the limited partnership shall, for workers' compensation actions only, be required to appoint the commissioner of commerce and insurance and the commissioner's 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 title 56, chapter 2.
This section does not prescribe the only means, or necessarily the required means, of serving a limited partnership.

Acts 2017, ch. 440, § 1.

61-3-120. Delivery of record.

Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission.
Delivery to the secretary of state is effective only when a record is received by the secretary of state.

Acts 2017, ch. 440, § 1.

61-3-121. Service on secretary of state.

Service on the secretary of state, when the secretary of state is an agent for a domestic or foreign limited partnership as provided in § 61-3-119(b), of any process, notice or demand must be made by delivering to the secretary of state the original and one (1) copy of the process, notice, or demand, duly certified by the clerk of the court in that the suit or action is pending or brought, together with the proper fee. A statement that identifies which of the grounds listed in § 61-3-119(b) for service on the secretary of state must be included. The secretary of state shall endorse the time of receipt upon the original and copy and shall immediately send the copy, along with a written notice that service of the original was also made, by registered or certified mail, with return receipt requested, addressed to the limited partnership at its registered office or principal office, or designated alternative mailing address, as shown in the records on file in the secretary of state's office or as shown in the official registry of the state or country in which the limited partnership is formed. If none of the addresses described in the previous sentence are available to the secretary of state, service may be made to any one (1) of the general partners at the address set forth in the certificate of limited partnership. The secretary of state may require the plaintiff, or complainant as the case may be, or the plaintiff's attorney, to furnish the latter address.
The refusal or failure of the limited partnership to accept delivery of the registered or certified mail provided for in subsection (a), or the refusal or failure to sign the return receipt, does not affect the validity of the service, and any limited partnership refusing or failing to accept delivery of registered or certified mail shall be charged with knowledge of the contents of any process, notice, or demand contained in the registered or certified mail.
When the registered or certified mail return receipt is received by the secretary of state or when a limited partnership refuses or fails to accept delivery of the registered or certified mail and it is returned to the secretary of state, the secretary of state shall forward the receipt or the refused or undelivered mail to the clerk of the court in which the suit or action is pending, together with the original process, notice, or demand, a copy of the notice the secretary of state sent to the defendant limited partnership and the affidavit setting forth compliance with this section. Upon receipt thereof, the clerk shall copy the affidavit on the rule docket of the court and shall mark it, the receipt or refused or undelivered mail, and the copy of notice as of the day received and place them in the file of the suit or action where the process and pleadings are kept, and the receipt or refused or undelivered mail, affidavit, and copy of notice shall be and become a part of the technical record in the suit or action, and service on the defendant shall be complete. Service made under this section has the same legal force and validity as if the service had been made personally in this state.
Subsequent pleadings or papers permitted or required to be served on a defendant domestic or foreign limited partnership may be served on the secretary of state as agent for the defendant limited partnership in the same manner, at the same cost and with the same effect as process, notice or demand are served on the secretary of state as agent for the defendant limited partnership under this section.
No appearance is required in the suit or action by the defendant domestic or foreign limited partnership nor shall any judgment be taken against the domestic or foreign limited partnership in less than one (1) month after the date service is completed under this section.
The secretary of state shall keep a record of all processes, notices, and demands served upon the secretary of state under this section, which record shall include the time of the service and the action with reference thereto.

Acts 2017, ch. 440, § 1.

Cross-References. Certified mail in lieu of registered mail, § 1-3-111.

Part 2
Formation; Certificate of Limited Partnership and Filings

61-3-201. Formation of limited partnership — Certificate of limited partnership.

To form a limited partnership, a person must deliver a certificate of limited partnership to the secretary of state for filing.
A certificate of limited partnership must state:
1. The name of the limited partnership, that complies with § 61-3-112;
2. The street and mailing addresses of the partnership's principal office; 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;
3. 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; the name of the limited partnership's initial registered agent and street and addresses in this state of the partnership's registered office and the county in which the registered office is located;
4. The name and street and mailing addresses of each general partner, and a mailing address such as a post office box if the United States postal service does not deliver to the general partner's address; and
5. Whether the limited partnership is a limited liability limited partnership.
A certificate of limited partnership may contain statements as to matters other than those required by subsection (b), but must not vary or otherwise affect § 61-3-104(c) and (d) in a manner inconsistent with that section.
The partnership agreement must not be filed.
A limited partnership is formed when:
1. The initial certificate of limited partnership is filed with the secretary of state or at any later date or time specified in the certificate of limited partnership in accordance with and subject to § 61-3-207;
2. At least two (2) persons have become partners;
3. At least one (1) person has become a general partner; and
4. At least one (1) person has become a limited partner.

Acts 2017, ch. 440, § 1.

61-3-202. Amendment or restatement of certificate of limited partnership.

A certificate of limited partnership may be amended or restated at any time.
To amend its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing an amendment stating:
1. The name of the partnership; and
2. The text of the amendment.
To restate its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing a restatement, designated as such in its heading.
A limited partnership shall, not later than sixty (60) days after the happening of any of the following events, deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect:
1. The admission of a new general partner;
2. The dissociation of a person as a general partner; or
3. The appointment of a person to wind up the limited partnership's activities and affairs under § 61-3-802(c) or (d).
If a general partner knows that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner must, not later than sixty (60) days after the general partner obtains such knowledge:
1. Cause the certificate to be amended; or
2. If appropriate, deliver to the secretary of state for filing a statement of change under § 61-3-116 or a statement of correction under § 61-3-208.

Acts 2017, ch. 440, § 1.

61-3-203. Signing of records to be delivered for filing to secretary of state.

The following records delivered to the secretary of state for filing pursuant to this chapter must be signed as follows:
1. An initial certificate of limited partnership must be signed by all general partners listed in the certificate;
2. An amendment to the certificate of limited partnership adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate;
3. An amendment to the certificate of limited partnership designating as general partner a person admitted under § 61-3-801(a)(3)(B) following the dissociation of a limited partnership's last general partner must be signed by that person;
4. An amendment to the certificate of limited partnership required by § 61-3-802(c) following the appointment of a person to wind up the dissolved limited partnership's activities and affairs must be signed by that person;
5. Any other amendment to the certificate of limited partnership must be signed by:
  1. At least one (1) general partner listed in the certificate;
  2. Each person designated in the amendment as a new general partner; and
  3. Each person that the amendment indicates has dissociated as a general partner, unless:
    1. The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or
    2. The person has previously delivered to the secretary of state for filing a statement of dissociation;
6. A restated certificate of limited partnership must be signed by at least one (1) general partner listed in the certificate, and, to the extent the restated certificate effects a change to any other record under this subsection (a), the certificate must be signed in a manner that satisfies the applicable subdivision;
7. A statement of termination must be signed by all general partners listed in the certificate of limited partnership or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to § 61-3-802(c) or (d) to wind up the dissolved limited partnership's activities and affairs;
8. Any other record delivered by a limited partnership to the secretary of state for filing must be signed by at least one (1) general partner listed in the certificate of limited partnership;
9. A statement by a person pursuant to § 61-3-605(a)(3) stating that the person has dissociated as a general partner must be signed by that person;
10. A statement of negation by a person pursuant to § 61-3-306 must be signed by that person; and
11. Any other record delivered on behalf of a person to the secretary of state for filing must be signed by that person.
Any record delivered for filing under this chapter may be signed by an agent, including an attorney in fact. An authorization, including a power of attorney, to sign any record or to enter into a partnership agreement or amendment of the partnership agreement 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. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.

Acts 2017, ch. 440, § 1.

61-3-204. Signing and filing pursuant to judicial order.

If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing under this chapter does not do so, any other person that is aggrieved may petition the appropriate court to order:
1. The person to sign the record;
2. The person to deliver the record to the secretary of state for filing; or
3. The secretary of state to file the record unsigned.
For purposes of subsection (a), the appropriate court is:
1. For actions brought under subdivisions (a)(1) and (a)(2), either:
  1. The chancery court for the county in which the partnership maintains its principal office; or
  2. The chancery court of Davidson County; and
2. For actions brought under subdivision (a)(3), the chancery court of Davidson County.
If a petitioner under subsection (a) is not the limited partnership or foreign limited partnership to which the record pertains, the petitioner must make the limited partnership or foreign limited partnership a party to the action.
A record filed under subdivision (a)(3) is effective without being signed.

Acts 2017, ch. 440, § 1.

61-3-205. Liability for materially false information in filed record.

If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains materially false information, a person that suffers loss by reliance on the information may recover damages for the loss from a general partner if:
1. 1. The record was delivered for filing on behalf of the partnership; and
  2. The general partner knew or had notice of the materially false statement for a reasonably sufficient time before the information was relied upon so that, before the reliance, the general partner reasonably could have:
    1. Effected an amendment under § 61-3-202;
    2. Filed a petition under § 61-3-204; or
    3. Delivered to the secretary of state for filing a statement of change under § 61-3-116 or a statement of correction under § 61-3-208; or
2. After filing, that general partner knew that any arrangement or other fact described in the certificate is materially false in any respect or has changed making the statement materially false, if that general partner had reasonably sufficient time before the information was relied upon to have:
  1. Effected an amendment under § 61-3-202;
  2. Filed a petition under § 61-3-204; or
  3. Delivered to the secretary of state for filing a statement of change under § 61-3-116 or a statement of correction under § 61-3-208.
No general partner has any liability for failing to cause the amendment, correction, or cancellation of a certificate to be filed or failing to file a petition for its amendment, correction, or cancellation pursuant to subsection (a) if the certificate of amendment, certificate of cancellation, or petition is filed within ninety (90) days of when the general partner knew or should have known that the statement in the certificate was false in any material respect.

Acts 2017, ch. 440, § 1.

61-3-206. Filing requirements.

To be filed by the secretary of state pursuant to this chapter, a record must be received by the secretary of state, comply with this chapter, and satisfy the following:
1. The filing of the record must be required or permitted by this chapter;
2. The record must be physically delivered in written form unless and to the extent the secretary of state permits or requires electronic delivery of the record;
3. The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters, or Arabic or Roman numerals;
4. The record must be signed by a person authorized or required under this chapter to sign the record; and
5. The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification.
If law other than this chapter prohibits the disclosure by the secretary of state of information contained in a record delivered to the secretary of state for filing, then the secretary of state must file the record if the record otherwise complies with this chapter but may redact the information.
When a record is delivered to the secretary of state for filing, any fee required under this chapter and any fee, tax, interest, or penalty required to be paid under this chapter or law other than this chapter must be paid in a manner permitted by the secretary of state or by that law.
The secretary of state may require that a record delivered in written form be accompanied by an exact or conformed copy.
The secretary of state may provide forms for filings required or permitted to be made by this chapter and may, by rule, require their use.
The secretary of state may require that a cover sheet for a filing be on a form prescribed by the secretary of state.
The secretary of state may promulgate appropriate rules establishing acceptable methods for execution of any document to be filed with the secretary of state.

Acts 2017, ch. 440, § 1; 2020, ch. 719, § 31.

Amendments. The 2020 amendment deleted “must” following “secretary of state,” in the introductory paragraph of (a); inserted “or requires” in (a)(2); inserted a comma following “letters” in (a)(3); inserted “then” in (b); substituted “accompanied by an exact” for “accompanied by an identical” in (d); substituted “and may, by rule, require their use” for “, but, except as otherwise provided in subsection (f), their use is not required” in (e); and substituted “may” for “has the power to” in (g).

Effective Dates. Acts 2020, ch. 719, § 35, June 22, 2020.

61-3-207. Effective date and time.

Subject to § 61-3-209(d), a record filed under this chapter is effective:

On the date and at the time of its filing by the secretary of state, as provided in § 61-3-209(b);
On the date of filing and at the time specified in the record as its effective time, if later than the time described in subdivision (a)(1);
At a specified delayed effective date and time, which may not be more than ninety (90) days after the date of filing; or
If a delayed effective date is specified, but no time is specified, at 4:30 p.m. on the date specified, which may not be more than ninety (90) days after the date of filing.

Acts 2017, ch. 440, § 1; 2018, ch. 575, § 7.

Amendments. The 2018 amendment substituted “4:30 p.m.” for “12:01 a.m.” in (4).

Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.

61-3-208. Correcting filed record.

A person on whose behalf a filed record was delivered to the secretary of state for filing may correct the record if:
1. The record at the time of filing was inaccurate;
2. The record was defectively signed; or
3. The electronic transmission of the record to the secretary of state was defective.
A record is corrected by delivering to the secretary of state for filing a statement of correction that:
1. Does not state a delayed effective date;
2. Is signed by the person correcting the filed record;
3. Identifies the filed record to be corrected, including its filing date, or has attached to the statement of correction a copy of the filed record;
4. Specifies the inaccuracy or defect to be corrected and the reason it is incorrect; and
5. Corrects the inaccuracy or defect in the filed record.
A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of § 61-3-102(d) and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.

Acts 2017, ch. 440, § 1.

61-3-209. Duty of secretary of state to file — Review of refusal to file — Delivery of record by secretary of state.

The secretary of state shall file a record delivered to the secretary of state for filing that satisfies this chapter. The duty of the secretary of state under this section is ministerial.
When the secretary of state files a record, the secretary of state must record it as filed on the date and at the time of its delivery. After filing a record, the secretary of state shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date and time of filing.
If the secretary of state refuses to file a record, the secretary of state must, not later than fifteen (15) business days after the record is delivered:
1. Return the record or notify the person that submitted the record of the refusal; and
2. Provide a brief explanation in a record of the reason for the refusal.
1. If the secretary of state refuses to file a record, the person that submitted the record may petition the chancery court of Davidson County to compel filing of the record. The record and the explanation of the secretary of state of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.
2. Any judicial review of the secretary of state's refusal to file a record must be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
The filing of or refusal to file a record does not:
1. Affect the validity or invalidity of the record in whole or in part; or
2. Create a presumption that the information contained in the record is correct or incorrect.
Except as otherwise provided in § 61-3-119 or by law other than this chapter, the secretary of state may deliver any record to a person by delivering it:
1. In person to the person that submitted it;
2. To the address of the person's registered agent;
3. To the principal office of the person; or
4. To another address, including an electronic mail address, the person provides to the secretary of state for delivery.

Acts 2017, ch. 440, § 1.

61-3-210. Certificate of existence or registration.

On request of any person, the secretary of state must issue a certificate of existence for a limited partnership or a certificate of registration for a registered foreign limited partnership.
A certificate under subsection (a) must state:
1. The limited partnership's name or the registered foreign limited partnership's name used in this state;
2. In the case of a limited partnership:
  1. That a certificate of limited partnership has been filed and has taken effect;
  2. The date the certificate became effective;
  3. The period of the partnership's duration if the records of the secretary of state reflect that its period of duration is less than perpetual; and
  4. That:
    1. No statement of administrative dissolution, or statement of termination has been filed; and
    2. The records of the secretary of state do not otherwise reflect that the partnership has been dissolved or terminated;
3. In the case of a registered foreign limited partnership, that the registered foreign limited partnership is registered to do business in this state;
4. That all fees, taxes, interest, and penalties owed to this state by the limited partnership or the foreign limited partnership have been paid, if:
  1. Payment is reflected in the records of the secretary of state; and
  2. Nonpayment affects the existence or registration of the limited partnership or foreign limited partnership; and
5. Other facts reflected in the records of the secretary of state pertaining to the limited partnership or foreign limited partnership that the person requesting the certificate reasonably requests.
Subject to any qualification stated in the certificate, a certificate issued by the secretary of state under subsection (a) may be relied on as conclusive evidence of the facts stated in the certificate.

Acts 2017, ch. 440, § 1.

61-3-211. Annual report for secretary of state.

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).
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.
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.
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.
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.
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.

Acts 2017, ch. 440, § 1; 2018, ch. 575, § 8; 2020, ch. 719, § 32.

Amendments. The 2018 amendment rewrote (a)(3) which read: “The street address, including the zip code, of its principal office and a mailing address, such as a post office box if the United States postal service does not deliver mail to the principal office.”

The 2020 amendment, in (c), substituted “of the limited partnership’s” for “of the limited partnership” and inserted “or upon a date set by rule by the secretary of state”.

Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.

Acts 2020, ch. 719, § 35, June 22, 2020.

Part 3
Limited Partners

61-3-301. Becoming limited partner.

Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners.
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).
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.

Acts 2017, ch. 440, § 1.

61-3-302. No agency power of limited partner as limited partner.

A limited partner is not an agent of a limited partnership solely by reason of being a limited partner.
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.

Acts 2017, ch. 440, § 1.

61-3-303. No liability as limited partner for limited partnership obligations.

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.
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.
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).

Acts 2017, ch. 440, § 1.

61-3-304. Rights to information of limited partner and person dissociated as limited partner.

On ten-days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership's principal office. The limited partner need not have any particular purpose for seeking the information.
During regular business hours and at a reasonable location specified by the limited partnership, a limited partner may inspect and copy information regarding the activities, affairs, financial condition, and other circumstances of the limited partnership as is just and reasonable if:
1. The limited partner seeks the information for a purpose reasonably related to the partner's interest as a limited partner;
2. The limited partner makes a demand in a record received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information; and
3. The information sought is directly connected to the limited partner's purpose.
Not later than ten (10) days after receiving a demand pursuant to subsection (b), the limited partnership shall inform in a record the limited partner that made the demand of:
1. What information the partnership will provide in response to the demand, and when and where the partnership will provide the information; and
2. The partnership's reasons for declining, if the partnership declines to provide any demanded information.
Whenever this chapter or a partnership agreement provides for a limited partner to vote on or give or withhold consent to a matter, before the vote is cast or consent is given or withheld, the limited partnership shall, without demand, provide the limited partner with all information that is known to the partnership and is material to the limited partner's decision.
Subject to subsection (j), on ten-days' demand made in a record received by a limited partnership, a person dissociated as a limited partner may have access to information to which the person was entitled while a limited partner if:
1. The information pertains to the period during which the person was a limited partner;
2. The person seeks the information in good faith; and
3. The person satisfies the requirements imposed on a limited partner by subsection (b).
A limited partnership shall respond to a demand made pursuant to subsection (e) in the manner provided in subsection (c).
A limited partnership may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material.
A limited partner or person dissociated as a limited partner may exercise the rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the partnership agreement or under subsection (j) applies both to the agent or legal representative and to the limited partner or person dissociated as a limited partner.
Subject to § 61-3-704, the rights under this section do not extend to a person as transferee.
In addition to any restriction or condition stated in its partnership agreement, a limited partnership, as a matter within the ordinary course of its activities and affairs, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection (j), the partnership has the burden of proving reasonableness.

Acts 2017, ch. 440, § 1.

Cross-References. Confidentiality of public records, § 10-7-504.

61-3-305. Limited duties of limited partners.

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.
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.
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.

Acts 2017, ch. 440, § 1.

61-3-306. Person erroneously believing self to be limited partner.

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.
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.
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.

Acts 2017, ch. 440, § 1.

Part 4
General Partners

61-3-401. Becoming general partner.

Upon formation of a limited partnership, a person becomes a general partner as agreed among the persons that are to be the initial partners.
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).
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.

Acts 2017, ch. 440, § 1.

61-3-402. General partner agent of limited partnership.

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.
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.

Acts 2017, ch. 440, § 1.

61-3-403. Limited partnership liable for general partner's actionable conduct.

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.
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.

Acts 2017, ch. 440, § 1.

61-3-404. General partner's liability.

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.
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.
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.
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.
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.

Acts 2017, ch. 440, § 1.

61-3-405. Actions by and against partnership and partners.

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.
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.
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.

Acts 2017, ch. 440, § 1.

61-3-406. Management rights of general partner.

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.
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.
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.
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.
A general partner is not entitled to remuneration for services performed for the limited partnership.

Acts 2017, ch. 440, § 1.

61-3-407. Rights to information of general partner and person dissociated as general partner.

A general partner may inspect and copy required information during regular business hours in the limited partnership's principal office, without having any particular purpose for seeking the information.
On reasonable notice, a general partner may inspect and copy during regular business hours, at a reasonable location specified by the limited partnership, any record maintained by the partnership regarding the partnership's activities, affairs, financial condition, and other circumstances, to the extent the information is material to the general partner's rights and duties under the partnership agreement or this chapter.
A limited partnership shall furnish to each general partner:
1. Without demand, any information concerning the partnership's activities, affairs, financial condition, and other circumstances that the partnership knows and is material to the proper exercise of the general partner's rights and duties under the partnership agreement or this chapter, except to the extent the partnership can establish that the partnership reasonably believes the general partner already knows the information; and
2. On demand, any other information concerning the partnership's activities, affairs, financial condition, and other circumstances, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
The duty to furnish information under subsection (c) also applies to each general partner to the extent the general partner knows any of the information described in subsection (b).
Subject to subsection (j), on ten-days' demand made in a record received by a limited partnership, a person dissociated as a general partner may have access to the information and records described in subsections (a) and (b) at the locations specified in those subsections if:
1. The information or record pertains to the period during which the person was a general partner;
2. The person seeks the information or record in good faith; and
3. The person satisfies the requirements imposed on a limited partner by § 61-3-304(b).
A limited partnership shall respond to a demand made pursuant to subsection (e) in the manner provided in § 61-3-304(c).
A limited partnership may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material.
A general partner or person dissociated as a general partner may exercise the rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the partnership agreement or under subsection (j) applies both to the agent or legal representative and to the general partner or person dissociated as a general partner.
The rights under this section do not extend to a person as transferee, but if:
1. A general partner dies, § 61-3-704 applies; and
2. An individual dissociates as a general partner under § 61-3-603(6)(B) or (C), the legal representative of the individual may exercise the rights under subsection (c) of a person dissociated as a general partner.
In addition to any restriction or condition stated in the partnership agreement, a limited partnership, as a matter within the ordinary course of its activities and affairs, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection (j), the partnership has the burden of proving reasonableness.

Acts 2017, ch. 440, § 1.

Cross-References. Confidentiality of public records, § 10-7-504.

61-3-408. Reimbursement — Indemnification — Advancement — Insurance.

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.
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.
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).
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.

Acts 2017, ch. 440, § 1.

61-3-409. Standards of conduct for general partners.

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).
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:
  1. In the conduct or winding up of the partnership's activities and affairs;
  2. From a use by the general partner of the partnership's property; or
  3. 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.
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.
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.
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.
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.
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.
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.

Acts 2017, ch. 440, § 1.

Part 5
Contributions and Distributions

61-3-501. Form of contribution and acceptance.

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.
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.

Acts 2017, ch. 440, § 1.

61-3-502. Liability for contribution.

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.
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.
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.
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.
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.

Acts 2017, ch. 440, § 1.

61-3-503. Sharing of and right to distributions before dissolution.

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.
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.
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.
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.

Acts 2017, ch. 440, § 1.

61-3-504. Limitations on distributions.

A limited partnership may not make a distribution, including a distribution under § 61-3-810, if after the distribution:
1. The partnership would not be able to pay its debts as they become due in the ordinary course of the partnership's activities and affairs; or
2. The partnership's total assets would be less than the sum of its total liabilities, other than liabilities for which the recourse of creditors is limited to specified property, plus the amount that would be needed, if the partnership were to be dissolved and wound up at the time of the distribution, to satisfy the preferential rights upon dissolution and winding up of partners and transferees whose preferential rights are superior to the rights of persons receiving the distribution; provided, however, that the value of property that is subject to a liability for which the recourse of creditors is limited must be included in the total assets of the partnership, only to the extent the value of the property exceeds the liability.
A limited partnership may base a determination that a distribution is not prohibited under subsection (a) on:
1. Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or
2. A fair valuation or other method that is reasonable under the circumstances.
Except as otherwise provided in subsection (e), the effect of a distribution under subsection (a) is measured:
1. In the case of a distribution that consists of a redemption or other purchase by the limited partnership of a transferrable interest, or of a transfer to a partner in return for relinquishment of any of that person's rights as a partner, as of the earlier of:
  1. The date money or other property is transferred or debt is incurred by the limited partnership; or
  2. The date the person entitled to the distribution ceases to own the interest or right being acquired by the partnership in return for the distribution;
2. In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and
3. In all other cases, as of the date:
  1. The distribution is authorized, if the payment occurs not later than one hundred twenty (120) days after that date; or
  2. The payment is made, if the payment occurs more than one hundred twenty (120) days after the distribution is authorized.
A limited partnership's indebtedness to a partner or transferee incurred by reason of a distribution made in accordance with this section is at parity with the partnership's indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement.
A limited partnership's indebtedness, including indebtedness issued as a distribution, is not a liability for purposes of subsection (a) if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is made.
In measuring the effect of a distribution under § 61-3-810, the liabilities of a dissolved limited partnership do not include any claim that has been disposed of under § 61-3-806, § 61-3-807, or § 61-3-808.

Acts 2017, ch. 440, § 1.

61-3-505. Liability for improper distributions.

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.
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.
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).
An action under this section is barred unless commenced not later than two (2) years after the distribution.

Acts 2017, ch. 440, § 1.

Part 6
Dissociation

61-3-601. Dissociation as limited partner.

A person does not have a right to dissociate as a limited partner before the completion of the winding up of the limited partnership.
A person is dissociated as a limited partner when:
1. The limited partnership knows or has notice of the person's express will to withdraw as a limited partner, but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on that later date;
2. An event stated in the partnership agreement as causing the person's dissociation as a limited partner occurs;
3. The person is expelled as a limited partner pursuant to the partnership agreement;
4. The person is expelled as a limited partner by the affirmative vote or consent of all the other partners if:
  1. It is unlawful to carry on the limited partnership's activities and affairs with the person as a limited partner;
  2. There has been a transfer of all the person's transferable interest in the limited partnership, other than:
    1. A transfer for security purposes; or
    2. A charging order in effect under § 61-3-703;
  3. The person is an entity and:
    1. The limited partnership notifies the person that the person will be expelled as a limited partner because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person's charter or the equivalent has been revoked, or the person's right to conduct business has been suspended by the person's jurisdiction of formation; and
    2. Not later than ninety (90) days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person's charter or the equivalent or right to conduct business has not been reinstated; or
  4. The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up;
5. On application by the limited partnership or a partner in a direct action under § 61-3-901, the person is expelled as a limited partner by judicial order because the person:
  1. Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the limited partnership's activities and affairs;
  2. Has committed willfully or persistently, or is committing willfully and persistently, a material breach of the partnership agreement or the contractual obligation of good faith and fair dealing under § 61-3-305(a); or
  3. Has engaged or is engaging in conduct relating to the limited partnership's activities and affairs that makes it not reasonably practicable to carry on the activities and affairs with the person as a limited partner;
6. In the case of an individual, the individual dies;
7. In the case of a person that is a testamentary or inter vivos trust or is acting as a limited partner by virtue of being a trustee of such a trust, the trust's entire transferable interest in the limited partnership is distributed;
8. In the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, the estate's entire transferable interest in the limited partnership is distributed;
9. In the case of a person that is not an individual, the existence of the person terminates;
10. The limited partnership participates in a merger under part 11 of this chapter; and
  1. The partnership is not the surviving entity; or
  2. Otherwise as a result of the merger, the person ceases to be a limited partner;
11. The limited partnership participates in a conversion under part 11 of this chapter; or
12. The limited partnership dissolves and completes winding up.

Acts 2017, ch. 440, § 1.

61-3-602. Effect of dissociation as limited partner.

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.
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.

Acts 2017, ch. 440, § 1.

61-3-603. Dissociation as general partner.

A person is dissociated as a general partner when:

The limited partnership knows or has notice of the person's express will to withdraw as a general partner, but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on that later date;
An event stated in the partnership agreement as causing the person's dissociation as a general partner occurs;
The person is expelled as a general partner pursuant to the partnership agreement;
The person is expelled as a general partner by the affirmative vote or consent of all the other partners if:
1. It is unlawful to carry on the limited partnership's activities and affairs with the person as a general partner;
2. There has been a transfer of all the person's transferable interest in the partnership, other than:
  1. A transfer for security purposes; or
  2. A charging order in effect under § 61-3-703;
3. The person is an entity and:
  1. The partnership notifies the person that the person will be expelled as a general partner because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person's charter or the equivalent has been revoked, or the person's right to conduct business has been suspended by the person's jurisdiction of formation; and
  2. Not later than ninety (90) days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person's charter or the equivalent or right to conduct business has not been reinstated; or
4. The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up;
On application by the limited partnership or a partner in a direct action under § 61-3-901, the person is expelled as a general partner by judicial order because the person:
1. Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the limited partnership's activities and affairs;
2. Has committed willfully or persistently, or is committing willfully or persistently, a material breach of the partnership agreement or a duty or obligation under § 61-3-409; or
3. Has engaged or is engaging in conduct relating to the limited partnership's activities and affairs which makes it not reasonably practicable to carry on the activities and affairs of the limited partnership with the person as a general partner;
In the case of an individual:
1. The individual dies;
2. A guardian or general conservator for the individual is appointed; or
3. A court orders that the individual has otherwise become incapable of performing the individual's duties as a general partner under this chapter or the partnership agreement;
The person:
1. Becomes a debtor in bankruptcy;
2. Executes an assignment for the benefit of creditors; or
3. Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person's property;
In the case of a person that is a testamentary or inter vivos trust or is acting as a general partner by virtue of being a trustee of the trust, the trust's entire transferable interest in the limited partnership is distributed;
In the case of a person that is an estate or is acting as a general partner by virtue of being a personal representative of an estate, the estate's entire transferable interest in the limited partnership is distributed;
In the case of a person that is not an individual, the existence of the person terminates;
The limited partnership participates in a merger under part 11 of this chapter; and
1. The partnership is not the surviving entity; or
2. Otherwise as a result of the merger, the person ceases to be a general partner;
The limited partnership participates in a conversion under part 11 of this chapter; or
The limited partnership dissolves and completes winding up.

Acts 2017, ch. 440, § 1.

61-3-604. Power to dissociate as general partner — Wrongful dissociation.

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).
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:
  1. The person withdraws as a general partner by express will;
  2. The person is expelled as a general partner by judicial order under § 61-3-603(5);
  3. The person is dissociated as a general partner under § 61-3-603(7); or
  4. 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.
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.

Acts 2017, ch. 440, § 1.

61-3-605. Effect of dissociation as general partner.

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.
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.

Acts 2017, ch. 440, § 1.

61-3-606. Power to bind and liability of person dissociated as general partner.

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:
  1. Less than one (1) year has passed since the dissociation; and
  2. The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner.
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.

Acts 2017, ch. 440, § 1.

61-3-607. Liability of person dissociated as general partner to other person.

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.
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.
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:
  1. Less than one (1) year has passed since the dissociation; and
  2. The other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a general partner.
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.
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.

Acts 2017, ch. 440, § 1.

Part 7
Transferable Interests and Rights of Transferees and Creditors

61-3-701. Nature of transferable interest.

A transferable interest is personal property.

Acts 2017, ch. 440, § 1.

61-3-702. Transfer of transferable interest.

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:
  1. Participate in the management or conduct of the limited partnership's activities and affairs; or
  2. Except as otherwise provided in subsection (c), have access to required information, records, or other information concerning the limited partnership's activities and affairs.
A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
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.
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.
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.
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.
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.
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.

Acts 2017, ch. 440, § 1.

61-3-703. Charging order.

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.
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.
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.
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.
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.

Acts 2017, ch. 440, § 1.

61-3-704. Power of legal representative of deceased partner.

If a partner dies, the deceased partner's legal representative may exercise:

The rights of a transferee provided in § 61-3-702(c); and
For the purposes of settling the estate, the rights of a current limited partner under § 61-3-304.

Acts 2017, ch. 440, § 1.

Part 8
Dissolution

61-3-801. Events causing dissolution.

A limited partnership is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:
1. An event or circumstance that the partnership agreement states causes dissolution;
2. The affirmative vote or consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective;
3. After the dissociation of a person as a general partner:
  1. If the limited partnership has at least one (1) remaining general partner, by partners owning a majority of the rights to receive distributions as partners at the time the vote or consent is to be effective; or
  2. If the limited partnership does not have a remaining general partner, the passage of ninety (90) days after the dissociation, unless before the end of the period:
    1. Consent to continue the limited partnership's activities and affairs and admit at least one (1) general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and
    2. At least one (1) person is admitted as a general partner in accordance with the consent;
4. The passage of ninety (90) consecutive days after the dissociation of the limited partnership's last limited partner, unless before the end of the period the personal representative of the last remaining limited partner and all of the general partners agree, in writing or by vote, to continue the business of the limited partnership and to the admission of the personal representative of the limited partner or its nominee or designee to the limited partnership as a limited partner, effective as of the occurrence of the event that caused the last remaining limited partner to cease to be a limited partner. However, a partnership agreement may provide that the general partners or the personal representative of the last remaining limited partner is obligated to agree in writing to continue the business of the limited partnership and to the administration of the personal representative of the limited partner or its nominee or designee to the limited partnership as a limited partner, effective as of the occurrence of the event that caused the last limited partner to cease to be a limited partner;
5. The passage of ninety (90) consecutive days during which the partnership has only one (1) partner, unless before the end of the period:
  1. The last remaining partner admits at least one (1) person as a partner;
  2. If the previously sole remaining partner is only a general partner, the sole remaining general partner admits at least one (1) person as a limited partner; and
  3. If the previously sole remaining partner is only a limited partner, the sole remaining limited partner admits at least one (1) person as a general partner;
6. On application by a partner, the entry by the appropriate court of an order dissolving the partnership on the grounds that:
  1. The conduct of all or substantially all of the limited partnership's activities and affairs is unlawful; or
  2. It is not reasonably practicable to carry on the limited partnership's activities and affairs in conformity with the certificate of limited partnership and partnership agreement; or
7. The signing and filing of a statement of administrative dissolution by the secretary of state under § 61-3-811.
If an event occurs that imposes a deadline on a limited partnership under subsection (a) and before the limited partnership has met the requirements of the deadline, another event occurs that imposes a different deadline on the partnership under subsection (a):
1. The occurrence of the second event does not affect the deadline caused by the first event; and
2. The limited partnership's meeting of the requirements of the first deadline does not extend the second deadline.

Acts 2017, ch. 440, § 1.

61-3-802. Winding Up.

A dissolved limited partnership shall wind up its activities and affairs and, except as otherwise provided in § 61-3-803, the partnership continues after dissolution only for the purpose of winding up.
In winding up its activities and affairs:
1. The limited partnership shall:
  1. Deliver to the secretary of state for filing a statement of dissolution; and
  2. Deliver to the secretary of state for filing a statement of termination stating:
    1. The name of the limited partnership;
    2. A statement that the limited partnership's debts, obligations, and other liabilities are discharged;
    3. A statement that the limited partnership's activities and affairs are settled and closed;
    4. A statement that the limited partnership's assets are distributed; and
    5. A statement that the limited partnership is terminated;
2. The limited partnership may:
  1. Preserve the limited partnership's activities, affairs, and property as a going concern for a reasonable time;
  2. Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;
  3. Transfer the limited partnership's property;
  4. Settle disputes by mediation or arbitration; and
  5. Perform other acts necessary or appropriate to the winding up.
If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities and affairs may be appointed by the affirmative vote or consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective. A person appointed under this subsection (c):
1. Has the powers of a general partner under § 61-3-804 but is not liable for the debts, obligations, and other liabilities of the limited partnership solely by reason of having or exercising those powers or otherwise acting to wind up the dissolved limited partnership's activities and affairs; and
2. Shall promptly deliver to the secretary of state for filing an amendment to the limited partnership's certificate of limited partnership stating:
  1. That the limited partnership does not have a general partner;
  2. The name and street address, including the zip code, of the person appointed, and a mailing address such as a post office box if the United States postal service does not deliver mail to the street address of the person; and
  3. That the person has been appointed pursuant to this subsection (c) to wind up the limited partnership.
On the application of a partner, the appropriate court may order judicial supervision of the winding up of a dissolved limited partnership, including the appointment of a person to wind up the limited partnership's activities and affairs, if:
1. The limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c); or
2. The applicant establishes other good cause.

Acts 2017, ch. 440, § 1; 2018, ch. 575, § 9.

Amendments. The 2018 amendment rewrote (b) which read: “(b) In winding up its activities and affairs, the limited partnership:“(1) Shall discharge the limited partnership's debts, obligations, and other liabilities, settle and close the limited partnership's activities and affairs, and marshal and distribute the assets of the limited partnership; and“(2) May:“(A) Amend its certificate of limited partnership to state that the partnership is dissolved;“(B) Preserve the limited partnership's activities, affairs, and property as a going concern for a reasonable time;“(C) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;“(D) Transfer the limited partnership's property;“(E) Settle disputes by mediation or arbitration;“(F) Deliver to the secretary of state for filing a statement of termination stating the name of the limited partnership and that the limited partnership is terminated; and“(G) Perform other acts necessary or appropriate to the winding up.”

Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.

61-3-803. Rescinding dissolution.

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.
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:
  1. The amendment has not become effective, delivery to the secretary of state for filing of a statement of withdrawal applicable to the amendment; or
  2. 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.
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.

Acts 2017, ch. 440, § 1.

61-3-804. Power to bind partnership after dissolution.

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.
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:
  1. Less than one (1) year has passed since the dissociation; and
  2. 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:
  1. Is appropriate for winding up the limited partnership's activities and affairs; or
  2. 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.

Acts 2017, ch. 440, § 1.

61-3-805. Liability after dissolution of general partner and person dissociated as general partner.

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.
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.

Acts 2017, ch. 440, § 1.

61-3-806. Known claims against dissolved limited partnership.

A dissolved limited partnership may give notice of a known claim under subsection (b), which has the effect provided in subsection (c).
The dissolved limited partnership shall notify the limited partnership's known claimants in writing of the dissolution at any time after the dissolution's effective date. The written notice must:
1. Describe information that must be included in a claim;
2. State whether the claim is admitted, or not admitted, and if admitted:
  1. The amount that is admitted, which may be as of a given date; and
  2. Any interest obligation if fixed by an instrument of indebtedness;
3. Provide a mailing address, including zip code, where a claim may be sent;
4. State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved limited partnership must receive the claim; and
5. State that, except to the extent that any claim is admitted, the claim is barred if written notice of the claim is not received by the deadline.
A claim against the dissolved limited partnership is barred to the extent that it is not admitted:
1. If the dissolved limited partnership delivered written notice to the claimant in accordance with subsection (b) and the claimant does not deliver a written notice of the claim to the dissolved limited partnership by the deadline; or
2. If the dissolved limited partnership delivered written notice to the claimant that the claimant's claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice.
For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
For purposes of this section, written notice, if in a comprehensible form, is effective at the earliest of the following:
1. When received;
2. Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed;
3. On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or
4. Twenty (20) days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed.

Acts 2017, ch. 440, § 1.

61-3-807. Other claims against dissolved limited partnership.

A dissolved limited partnership may publish notice of the limited partnership's dissolution and request persons having claims against the partnership to present them in accordance with the notice.
A notice under subsection (a) must:
1. Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited partnership's principal office is located or, if the principal office is not located in this state, in the county in which the office of the partnership's registered agent is or was last located;
2. Describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address, including zip code, to which the claim is to be sent;
3. State that a claim against the partnership is barred unless an action to enforce the claim is commenced not later than two (2) years after publication of the notice; and
4. Unless the partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership also bars any corresponding claim against any general partner or person dissociated as a general partner that is based on § 61-3-404.
If a dissolved limited partnership publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the partnership not later than two (2) years after the publication date of the notice:
1. A claimant that did not receive notice in a record under § 61-3-806;
2. A claimant whose claim was timely sent to the limited partnership but not acted on; and
3. A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.
A claim not barred under this section or § 61-3-806 may be enforced:
1. Against the dissolved limited partnership, to the extent of the limited partnership's undistributed assets;
2. Except as otherwise provided in § 61-3-808, if assets of the limited partnership have been distributed after dissolution, against a partner or transferee to the extent of that person's proportionate share of the claim or of the limited partnership's assets distributed to the partner or transferee after dissolution, whichever is less, but a person's total liability for all claims under this subdivision (d)(2) must not exceed the total amount of assets distributed to the person after dissolution; and
3. Against any person liable on the claim under §§ 61-3-404 and 61-3-607.

Acts 2017, ch. 440, § 1.

61-3-808. Court proceedings.

A dissolved limited partnership that has published a notice under § 61-3-807 may file an application with the chancery court in the county where the limited partnership's principal office is located or, if the principal office is not located in this state, where the office of the limited partnership's registered agent is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the limited partnership, or are based on an event occurring after the date of dissolution but which, based on the facts known to the limited partnership, are reasonably expected to arise after the date of dissolution. Security is not required for any claim that is or is reasonably anticipated to be barred under § 61-3-807.
Not later than ten (10) days after the filing of an application under subsection (a), the dissolved limited partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the limited partnership.
In a proceeding brought under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited partnership.
A dissolved limited partnership that provides security in the amount and form ordered by the court under subsection (a) satisfies the limited partnership's obligations with respect to claims that are contingent, have not been made known to the limited partnership, or are based on an event occurring after the date of dissolution, and such claims must not be enforced against a partner or transferee on account of assets received in liquidation.

Acts 2017, ch. 440, § 1.

61-3-809. Liability of general partner and person dissociated as general partner when claim against limited partnership barred.

If a claim against a dissolved limited partnership is barred under § 61-3-806, § 61-3-807, or § 61-3-808, any corresponding claim under § 61-3-404 or § 61-3-607 is also barred.

Acts 2017, ch. 440, § 1.

61-3-810. Disposition of assets in winding up — When contributions required.

In winding up its activities and affairs, a limited partnership shall apply the limited partnership's assets, including the contributions required by this section, to discharge the limited partnership's obligations to creditors, including partners that are creditors.
After a limited partnership complies with subsection (a), any surplus must be distributed in the following order, subject to any charging order in effect under § 61-3-703:
1. To each person owning a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions; and
2. Among persons owning transferable interests in proportion to their respective rights to share in distributions immediately before the dissolution of the limited partnership.
If a limited partnership's assets are insufficient to satisfy all of its obligations under subsection (a), with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following applies:
1. Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under § 61-3-607 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of a general partner in effect for each of those persons when the obligation was incurred;
2. If a person does not contribute the full amount required under subdivision (c)(1) with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by subdivision (c)(1) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of a general partner in effect for each of those other persons when the obligation was incurred; and
3. If a person does not make the additional contribution required by subdivision (c)(2), further additional contributions are determined and due in the same manner as provided in subdivision (c)(2).
A person that makes an additional contribution under subdivision (c)(2) or (3) may recover from any person whose failure to contribute under subdivision (c)(1) or (2) necessitated the additional contribution. A person shall not recover under this subsection (d) more than the amount additionally contributed. A person's liability under this subsection (d) must not exceed the amount the person failed to contribute.
If a limited partnership does not have sufficient surplus to comply with subdivision (b)(1), any surplus must be distributed among the owners of transferable interests in proportion to the value of the respective unreturned contributions.
All distributions made under subsections (b) and (c) must be paid in money.

Acts 2017, ch. 440, § 1.

61-3-811. Administrative dissolution.

The secretary of state may commence a proceeding under subsection (b) to dissolve a limited partnership administratively if:
1. The limited partnership fails to pay any fee, tax, interest, or penalty required to be paid to the secretary of state;
2. The limited partnership fails to deliver an annual report to the secretary of state not later than two (2) months after the report is due;
3. The limited partnership is without a registered agent or registered office in this state for two (2) months or more;
4. The limited partnership does not notify the secretary of state within two (2) months that the limited partnership's registered agent or registered office has been changed, that the limited partnership's registered agent has resigned, or that the limited partnership's registered office has been discontinued;
5. The limited partnership submits to the secretary of state a check, bank draft, money order, or other such instrument, for payment of any fee and the instrument is dishonored upon presentation for payment;
6. A general or limited partner or other representative of a limited partnership signed a document the person knew was false in any material respect, with the intent that the document be filed with the secretary of state; or
7. The name of the limited partnership in any document filed under this chapter fails to comply with § 61-3-112.
If the secretary of state determines that one (1) or more grounds exist for administratively dissolving a limited partnership, the secretary of state must serve the partnership with notice in a record of the secretary of state's determination. The record may be sent by first class mail.
If a limited partnership, not later than two (2) months after service of the notice under subsection (b), does not cure or demonstrate to the satisfaction of the secretary of state the nonexistence of each ground determined by the secretary of state, the secretary of state must administratively dissolve the partnership by signing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The secretary of state shall file the statement and serve a copy on the partnership pursuant to § 61-3-119, except that the statement of administrative dissolution may be sent by first class mail.
A limited partnership that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up the limited partnership's activities and affairs and liquidate its assets under §§ 61-3-802, 61-3-806, 61-3-807, 61-3-808, and 61-3-810, or to apply for reinstatement under § 61-3-812.
The administrative dissolution of a limited partnership does not terminate the authority of the limited partnership's registered agent.

Acts 2017, ch. 440, § 1.

61-3-812. Reinstatement.

A limited partnership that is administratively dissolved under § 61-3-811 may apply to the secretary of state for reinstatement following the administrative dissolution. The application must:
1. Be accompanied by a confirmation of good standing with the department of revenue relative to the limited partnership;
2. State the name of the limited partnership at the time of the limited partnership's administrative dissolution;
3. State a name for the limited partnership that satisfies § 61-3-112; and
4. State that the grounds for dissolution did not exist or have been eliminated.
If the secretary of state determines that the application is accompanied by the confirmation of good standing with the department of revenue and contains the information required by subsection (a), and that the information is correct, then the secretary of state must cancel the certificate of dissolution and prepare a certificate of reinstatement that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the limited partnership. Service of the copy may be by first class mail.
If the limited partnership name in subdivision (a)(2) is different than the limited partnership name in subdivision (a)(3), the application for reinstatement must constitute an amendment to the certificate of limited partnership insofar as it pertains to the limited partnership's name.
When reinstatement is effective, reinstatement relates back to and takes effect as of the effective date of the administrative dissolution, and the limited partnership resumes carrying on the limited partnership's business as if the administrative dissolution had never occurred.

Acts 2017, ch. 440, § 1; 2018, ch. 575, §§ 10, 11.

Amendments. The 2018 amendment inserted “with the department of revenue” following “good standing” in (a)(1) and (b).

Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.

61-3-813. Judicial review of denial of reinstatement.

If the secretary of state denies a limited partnership's application for reinstatement following administrative dissolution, the secretary of state must serve the limited partnership with a notice in a record that explains the reasons for the denial.
A limited partnership may seek judicial review of a denial of reinstatement in the chancery court of Davidson County not later than thirty (30) days after service of the notice of denial.

Acts 2017, ch. 440, § 1.

61-3-814. Statement of termination following administrative dissolution.

When a limited partnership has been administratively dissolved and wishes to terminate its existence, it may do so without first being reinstated by delivering a statement of termination to the secretary of state for filing following administrative dissolution, stating the name of the limited partnership and that the limited partnership is terminated.
The secretary of state shall file the statement of termination following administrative dissolution if the secretary of state finds that the statement of termination complies with subsection (a) and the limited partnership is in good standing with the department of revenue.

Acts 2018, ch. 575, § 12.

Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.

61-3-815. Statement of termination.

When a limited partnership has been dissolved and wishes to terminate its existence, it may do so by delivering a statement of termination to the secretary of state for filing and include the information described in § 61-3-802(b)(1)(B) and the secretary of state control number.
The secretary of state shall file the statement of termination if the secretary of state finds that the statement of termination complies with subsection (a) and the limited partnership is in good standing with the department of revenue.

Acts 2018, ch. 575, § 12.

Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.

Part 9
Actions by Partners

61-3-901. Direct action by partner.

Subject to subsection (b), a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the limited partnership's activities and affairs, to enforce the partner's rights and otherwise protect the partner's interests, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.
A partner maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.
A right to an accounting on a dissolution and winding up does not revive a claim barred by law.

Acts 2017, ch. 440, § 1.

61-3-902. Derivative action.

A partner may maintain a derivative action to enforce a right of a limited partnership if:

The partner first makes a demand on the general partners, requesting that the general partners cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or
A demand under subdivision (1) would be futile.

Acts 2017, ch. 440, § 1.

61-3-903. Proper plaintiff.

A derivative action to enforce a right of a limited partnership may be maintained only by a person that:

Is a partner at the time the action is commenced; and
Either:
1. Was a partner when the conduct giving rise to the action occurred; or
2. Whose status as a partner devolved on the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.

Acts 2017, ch. 440, § 1.

61-3-904. Pleading.

In a derivative action, the complaint must state with particularity:

The date and content of plaintiff's demand and the response to the demand by the general partner; or
Why demand should be excused as futile.

Acts 2017, ch. 440, § 1.

61-3-905. Special litigation committee.

If a limited partnership is named as or made a party in a derivative proceeding, the partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the limited partnership. If the limited partnership appoints a special litigation committee, on motion by the committee made in the name of the limited partnership, except for good cause shown, the court must stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection (a) does not prevent the court from:
1. Enforcing a person's right to information under § 61-3-304 or § 61-3-407; or
2. Granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.
A special litigation committee must be composed of one (1) or more disinterested and independent individuals, who may be partners.
A special litigation committee may be appointed:
1. By a majority of the general partners not named as parties in the proceeding; or
2. If all general partners are named as parties in the proceeding, by a majority of the general partners named as defendants.
After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited partnership that the proceeding:
1. Continue under the control of the plaintiff;
2. Continue under the control of the committee;
3. Be settled on terms approved by the committee; or
4. Be dismissed.
After making a determination under subsection (d), a special litigation committee shall file with the court a statement of the committee's determination and report supporting the committee's determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made the committee's recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court must enforce the committee's determination. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) and allow the action to continue under the control of the plaintiff.

Acts 2017, ch. 440, § 1.

61-3-906. Proceeds and expenses.

Except as otherwise provided in subsection (b):
1. Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the plaintiff; and
2. If the plaintiff receives any proceeds, the plaintiff must remit the proceeds immediately to the limited partnership.
If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited partnership.
A derivative action on behalf of a limited partnership must not be voluntarily dismissed or settled without the court's approval.

Acts 2017, ch. 440, § 1.

Part 10
Foreign Limited Partnerships

61-3-1001. Governing law.

Subject to the Constitution of Tennessee:
1. The law of the jurisdiction of formation of a foreign limited partnership governs:
  1. The organization and internal affairs of the foreign limited partnership;
  2. The liability of a partner as partner for a debt, obligation, or other liability of the foreign limited partnership; and
  3. The liability of a series of the foreign limited partnership;
2. A foreign limited partnership is not precluded from registering to do business in this state because of any difference between the law of the foreign limited partnership's jurisdiction of formation and the law of this state.
Registration of a foreign limited partnership to do business in this state does not authorize the foreign partnership to engage in any activities and affairs or exercise any power that a limited partnership may not engage in or exercise in this state.

Acts 2017, ch. 440, § 1.

61-3-1002. Registration to do business in this state.

A foreign limited partnership shall not do business in this state until the foreign limited partnership registers with the secretary of state under this part.
A foreign limited partnership doing business in this state shall not maintain an action or proceeding in this state unless the foreign limited partnership is registered to do business in this state and has paid to this state all fees for the years or parts thereof during which the foreign limited partnership did business in this state without having registered.
The failure of a foreign limited partnership to register to do business in this state does not impair the validity of a contract or act of the foreign limited partnership or preclude the foreign limited partnership from defending an action or proceeding in this state.
A limitation on the liability of a general partner or limited partner of a foreign limited partnership is not waived solely because the foreign limited partnership does business in this state without registering to do business in this state.
Section 61-3-1001(a) and (b) applies even if the foreign limited partnership fails to register under this part.
Any foreign limited partnership doing business in this state without first having registered shall be fined and shall pay to the secretary of state three (3) times the otherwise required filing fees for each year or part thereof during which the foreign limited partnership failed to register in this state.

Acts 2017, ch. 440, § 1.

61-3-1003. Registration.

To register to do business in this state, a foreign limited partnership must submit to the secretary of state:
1. An original copy executed by a general partner of an application for registration as a foreign limited partnership, setting forth:
  1. The name of the foreign limited partnership and, if different, the name under which the foreign limited partnership proposes to register and do business in this state;
  2. The jurisdiction where organized, the date of the foreign limited partnership's organization and a statement from a general partner that, as of the date of filing, the foreign limited partnership validly exists as a limited partnership under the laws of the jurisdiction of the foreign limited partnership's organization;
  3. The street address and zip code of the foreign limited partnership's registered office in this state, and a mailing address such as a post office box if the United States postal service does not deliver to the principal office; the county in which that office is located; and the name of the foreign limited partnership's registered agent at that office;
  4. The street address, including the zip code, of the foreign limited partnership's 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;
  5. The name and business, residence, or mailing address and zip code of each of the general partners;
  6. The date on which the foreign limited partnership first did, or intends to do, business in this state; and
  7. Any additional information required by the secretary of state;
2. With the completed application, a certificate of existence, or a document of similar import, duly authenticated by the secretary of state or other official having custody of limited partnership records in the jurisdiction under whose law it is formed. The certificate must not bear a date of more than two (2) months prior to the date the application is filed in this state; and
3. A fee as set forth in § 61-3-1205.
If the secretary of state determines upon registration that a foreign limited partnership has been doing business in this state for a period of one (1) year or more prior to applying for registration, then the secretary of state must not file the registration until the foreign limited partnership submits a letter of good standing from the department of revenue.

Acts 2017, ch. 440, § 1; 2018, ch. 575, § 13; 2020, ch. 719, § 33.

Amendments. The 2018 amendment substituted “letter of good standing from the department of revenue” for “confirmation of good standing” at the end of (b).

The 2020 amendment deleted “and” from the end of (a)(1)(E); added “and” to the end of (a)(1)(F); and added (a)(1)(G).

Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.

Acts 2020, ch. 719, § 35, June 22, 2020.

61-3-1004. Amendment of foreign registration.

If any statement required by § 61-3-1003 in the application for registration of a foreign limited partnership was false when made or any matter described in the application for registration has changed, making the application false, the foreign limited partnership must promptly file with the secretary of state an application for an amended registration of a foreign limited partnership. Notwithstanding the preceding sentence, a change in the foreign limited partnership's registered agent or registered office can be made by filing a statement of change as provided in § 61-3-116. Nothing in this chapter requires an amended registration if the only change in the certificate of foreign limited partnership is related to the admission or substitution of limited partners.
The requirements of § 61-3-1003 for obtaining an original registration of a foreign limited partnership apply to obtaining an amended registration under this section.

Acts 2017, ch. 440, § 1.

61-3-1005. Activities not constituting doing business.

Activities of a foreign limited partnership that do not constitute doing business in this state under this part include:
1. Maintaining, defending, or settling any proceeding, claim, or dispute;
2. Holding meetings of the foreign limited partnership's partners or representatives, or carrying on any other activities concerning the foreign limited partnership's internal affairs;
3. Maintaining bank accounts;
4. Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited partnership's own securities, or appointing and maintaining trustees or depositories with respect to those securities;
5. Selling through independent contractors;
6. Soliciting or obtaining orders, whether by mail or through representatives or otherwise, if the orders require acceptance outside of this state before the orders become contracts;
7. Creating or acquiring indebtedness, deeds of trust, mortgages, and security interests in real or personal property;
8. Securing or collecting debts or enforcing mortgages, deeds of trust, and security interests in property securing the debts;
9. Owning, without more, real or personal property. However, for a reasonable time, the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust is also not considered transacting business, if the owner is attempting to liquidate the investment, and if no office or other agency for the office, other than an independent agency, is maintained in this state;
10. Conducting an isolated transaction that is completed within one (1) month and that is not a transaction in the course of repeated transactions of a like nature; or
11. Transacting business in interstate commerce.
A person does not do business in this state solely by being a partner of a foreign limited partnership that does business in this state.
The enumeration of activities in subsections (a) and (b) is not exhaustive, and is applicable solely to determine whether a foreign limited partnership is required to register and for no other purpose. This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under the law of this state other than this chapter.

Acts 2017, ch. 440, § 1.

61-3-1006. Noncomplying name of foreign limited partnership.

A foreign limited partnership whose name does not comply with § 61-3-112 shall not register to do business in this state until the foreign limited partnership adopts, for the purpose of doing business in this state, an alternate name that complies with § 61-3-112. After registering to do business in this state with an alternate name, a foreign limited partnership shall do business in this state under:
1. The alternate name; or
2. The foreign limited partnership's name, with the addition of the foreign limited partnership's jurisdiction of formation.
If a registered foreign limited partnership changes its name to one that does not comply with § 61-3-112, the foreign limited partnership must not do business in this state until it complies with subsection (a) by amending its registration to adopt an alternate name that complies with § 61-3-112.

Acts 2017, ch. 440, § 1.

61-3-1007. Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership.

A registered foreign limited partnership that converts to a domestic limited liability partnership or to a domestic entity whose formation requires delivery of a record to the secretary of state for filing is deemed to have withdrawn its registration on the effective date of the conversion.

Acts 2017, ch. 440, § 1.

61-3-1008. Transfer of registration.

When a registered foreign limited partnership has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the secretary of state to do business in this state, the foreign entity shall deliver to the secretary of state for filing an application for transfer of registration. The application must state:
1. The name of the registered foreign limited partnership before the merger or conversion;
2. That, before the merger or conversion, the registration pertained to a foreign limited partnership;
3. The name of the applicant foreign entity into which the foreign limited partnership has merged or to which it has been converted and, if the name does not comply with § 61-3-112, an alternate name adopted pursuant to § 61-3-1006(a);
4. The type of entity of the applicant foreign entity, its jurisdiction of formation, the date of its formation, its duration (if other than perpetual), and the date its fiscal year closes;
5. The street addresses, including zip code, of the principal office of the applicant foreign entity and if the law of the entity's jurisdiction of formation requires the entity to maintain an office in that jurisdiction, the street address of that office;
6. The name and street address, including zip code, of the applicant foreign entity's registered agent in this state;
7. If the United States postal service does not deliver mail to any of the street addresses listed in the application, a mailing address, including zip code, to which mail may be delivered;
8. The date the applicant foreign entity commenced doing business in this state;
9. If the applicant foreign entity is a limited liability company:
  1. Whether it is manager managed, member managed, director managed, or board managed;
  2. If it has more than six (6) members at the date of the filing of the application, the number of members of the limited liability company at the date of the filing of the application; and
  3. If § 48-249-309(i) is applicable to the foreign limited liability company, the information required by § 48-249-309(i);
10. If the applicant foreign entity is a corporation:
  1. The name and address, including city, state, and zip code, of each of its current officers;
  2. The name and address, including city, state, and zip code, of each of its current directors;
  3. A statement that it is (or is not, as the case may be) a corporation for profit; and
  4. Any additional designation, such as bank, captive insurance company, credit union, for-profit benefit corporation, insurance company, litigation financier, Massachusetts trust, professional corporation, or trust company;
11. If the applicant foreign entity is a limited partnership, the name and address, including city, state, and zip code, of each of its current general partners; and
12. If the application is not to become effective immediately upon filing, the date (not later than ninety (90) days after the date of filing) and time the application is to become effective.
The applicant foreign entity shall deliver with the completed application a certificate of existence, or document of similar import, duly authenticated by the secretary of state or other official having custody of business entity records in the jurisdiction of the applicant foreign entity's formation. The certificate shall not bear a date more than two (2) months prior to the date the application is filed in this state.
If the applicant foreign entity is a limited liability company that elects to be registered as an obligated member entity pursuant to § 48-217-101(f), the application must:
1. State that the limited liability company elects to be registered as an obligated member entity;
2. State the effective date of this registration;
3. State that the signer understands that this election will cause the members of the limited liability company to become liable for the debts, obligations, and liabilities of the limited liability company to the same extent as a partner of a general partnership; and
4. Be accompanied by an obligated member addendum in the form prescribed by the secretary of state and signed by each person or entity that is a member of the limited liability company at the date of the filing of the application.
If the secretary of state determines upon application that the applicant foreign entity has been transacting business in this state without a certificate of authority for a period of one (1) year or more, then the secretary of state shall not file the application until the applicant foreign entity submits a letter of good standing from the department of revenue.
When an application for transfer of registration takes effect, the registration of the foreign limited partnership to do business in this state is transferred without interruption to the foreign entity into which the partnership has merged or to which it has been converted.

Acts 2017, ch. 440, § 1; 2018, ch. 575, §§ 14-18.

Amendments. The 2018 amendment substituted “shall deliver” for “must deliver” in the first sentence of the introductory paragraph of (a); rewrote (a)(4), which read “The type of entity of the applicant foreign entity and the foreign entity’s jurisdiction of formation”; added (a)(8)–(a)(12); redesignated former (b) as present (e); and added present (b)–(d).

Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.

61-3-1009. Revocation of registration.

The secretary of state may commence a proceeding under subsection (b) to administratively revoke the registration of a registered foreign limited partnership authorized to transact business in this state, if:
1. The foreign limited partnership does not deliver its annual report to the secretary of state within two (2) months after the report is due;
2. The foreign limited partnership is without a registered agent or registered office in this state for two (2) months or more;
3. The foreign limited partnership does not inform the secretary of state, under § 61-3-116 or § 61-3-117, that the foreign limited partnership's registered agent or registered office has changed, that the foreign limited partnership's registered agent has resigned, or that the foreign limited partnership's registered office has been discontinued, within two (2) months of the change, resignation, or discontinuance;
4. The name of the foreign limited partnership contained in a document filed pursuant to this chapter fails to comply with § 61-3-1006;
5. A general partner or representative of the foreign limited partnership signed a document the person knew was false in any material respect, with the intent that the document be delivered to the secretary of state for filing;
6. The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of the foreign limited partnership's records in the jurisdiction under the laws of which the foreign limited partnership is formed, stating that the foreign limited partnership has been terminated, or has been a constituent party to a merger and was not the surviving entity of the merger;
7. The foreign limited partnership is exceeding the authority conferred upon it by this part; or
8. The foreign limited partnership submits to the secretary of state a check, bank draft, money order, or other instrument for payment of any fee, and the instrument is dishonored upon presentation for payment.
1. If the secretary of state determines that one (1) or more grounds exist under subsection (a) for revocation of a registration, the secretary of state must serve the foreign limited partnership with written communication of the secretary of state's determination, except that the determination may be sent by first class mail. If the grounds for revocation are pursuant to subdivision (a)(6), notice need not be sent, and a certificate of revocation may be sent without the two-month waiting period required by subdivision (b)(2).
2. If the foreign limited partnership does not correct each ground for administrative revocation, or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist, within two (2) months after service of the communication of the determination, the secretary of state may revoke the foreign limited partnership's registration by signing a certificate of revocation that recites the ground or grounds for revocation and the revocation's effective date. The secretary of state shall file the original of the certificate and shall serve a copy on the foreign limited partnership, except that the copy of the certificate may be sent by first class mail.
3. The authority of a foreign limited partnership to transact business in this state ceases on the date shown on the certificate revoking the foreign limited partnership's registration.
4. The secretary of state's revocation of a foreign limited partnership's registration appoints the secretary of state as the foreign limited partnership's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign limited partnership was authorized to transact business in this state. Service of process on the secretary of state under this subdivision (b)(4) is service on the foreign limited partnership.
5. The administrative revocation of a foreign limited partnership's registration does not terminate the designation or authority of the registered agent or registered office of the limited partnership.

Acts 2017, ch. 440, § 1.

61-3-1010. Reinstatement of foreign limited partnership.

If the registration of a foreign limited partnership is administratively revoked pursuant to § 61-3-1009, the partnership may apply to the secretary of state for reinstatement following the administrative revocation. The application must:
1. [Deleted by 2018 amendment.]
2. State the name of the foreign limited partnership at the time of the revocation of the foreign limited partnership's registration;
3. State a name for the limited partnership that satisfies § 61-3-112; and
4. State that the grounds for revocation of the foreign limited partnership's registration did not exist or have been eliminated.
If the secretary of state determines that the application is accompanied by a confirmation of good standing with the department of revenue and contains the information required by subsection (a), and that the information is correct, then the secretary of state must cancel the certificate of revocation and prepare a certificate of reinstatement that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the foreign limited partnership. Service of the copy may be made by first class mail.
If the foreign limited partnership name in subdivision (a)(2) is different than the foreign limited partnership name in subdivision (a)(3), the application for reinstatement must constitute an amendment to the registration insofar as it pertains to the foreign limited partnership's name.
When reinstatement is effective, reinstatement relates back to and takes effect as of the effective date of the administrative dissolution, and the foreign limited partnership resumes carrying on its business as if the administrative dissolution had never occurred.

Acts 2017, ch. 440, § 1; 2018, ch. 575, §§ 19, 20.

Amendments. The 2018 amendment deleted former (a)(1) which read: “Be accompanied by a certificate of existence, or a document of similar import, duly authenticated by the secretary of state or other official having custody of foreign limited partnership’s records in the jurisdiction under whose law the foreign limited partnership is formed and bearing a date of no more than two (2) months prior to the date the application is filed in this state;” and substituted “confirmation of good standing with the department of revenue” for “the required certificate of existence or corresponding document” in the first sentence of (b).

Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.

61-3-1011. Judicial review of denial of reinstatement of foreign limited partnership.

If the secretary of state denies a foreign limited partnership's application for reinstatement following revocation of its registration, the secretary of state must serve the foreign limited partnership with a notice in a record that explains the reasons for the denial.
A foreign limited partnership may seek judicial review of a denial of reinstatement in the chancery court of Davidson County not later than thirty (30) days after service of the notice of denial.

Acts 2017, ch. 440, § 1.

61-3-1012. Cancellation of registration.

A registered foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation of registration accompanied by a confirmation of good standing with the department of revenue. The certificate of cancellation must state:
1. The current name of the foreign limited partnership, and if different, the name under which it transacts business in this state;
2. The name of the jurisdiction under the laws of which the foreign limited partnership is formed;
3. That the foreign limited partnership is not doing business in this state and that it withdraws its registration to do business in this state;
4. That foreign limited partnership either continues its registered agent in this state, or revokes the authority of its registered agent to accept service on its behalf in this state;
5. A mailing address to which service of process may be made under subsection (b); and
6. A commitment to notify the secretary of state in the future of any change in the mailing address set forth under subdivision (a)(5).
After the withdrawal of the registration of a foreign limited partnership, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited partnership was registered to do business in this state may be made pursuant to § 61-3-119.

Acts 2017, ch. 440, § 1; 2018, ch. 575, § 21.

Amendments. The 2018 amendment rewrote (a) which read: “(a) A registered foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation of registration stating:“(1) The name of the foreign limited partnership and its jurisdiction of formation;“(2) That the foreign limited partnership is not doing business in this state and that it withdraws its registration to do business in this state;“(3) That the foreign limited partnership revokes the authority of its registered agent to accept service on its behalf in this state; and“(4) An address to which service of process may be made under subsection (b).”

Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.

61-3-1013. Enjoining from doing business.

The attorney general and reporter may maintain an action by complaint in the chancery court of any county in which a foreign limited partnership is transacting any business in this state to enjoin a foreign limited partnership from doing business in this state in violation of this part.

Acts 2017, ch. 440, § 1.

61-3-1014. Cancellation of registration following administrative revocation.

When a foreign limited partnership that has had its registration revoked desires to cancel its registration it may do so without first being reinstated by filing with the secretary of state a certificate of cancellation of registration following administrative revocation of registration accompanied by a confirmation of good standing by the department of revenue. The certificate of cancellation of certificate of registration must set forth:
1. The current name of the foreign limited partnership and, if different, the name under which the foreign limited partnership transacts business in this state; the date of revocation of foreign limited partnership registration; and the name of the jurisdiction under the laws of which the foreign limited partnership is formed;
2. That the foreign limited partnership is not transacting business in this state and that it surrenders its authority to transact business in this state;
3. That the foreign limited partnership either continues its registered agent in this state, or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
4. A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(3); and
5. A commitment to notify the secretary of state in the future of any change in the mailing address set forth under subdivision (a)(4).
After cancellation of the registration of the foreign limited partnership, service of process on the secretary of state or the continued registered agent under this section is service on the foreign limited partnership. Upon receipt of process, the secretary of state shall comply with § 61-3-121. However, the mailing address set forth under subdivision (a)(4), as it may be changed under subdivision (a)(5), shall be deemed to be the principal executive office of the foreign limited partnership, for purposes of the compliance with § 61-3-121 by the secretary of state.

Acts 2018, ch. 575, § 22.

Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.

Part 11
Merger and Conversion

61-3-1101. Definitions.

As used in this part:

“Articles of conversion” means articles under § 61-3-1114;
“Articles of merger” means articles under § 61-3-1108;
“Conversion” means a transaction authorized by §§ 61-3-1110 – 61-3-1115;
“Converted entity” means the converting entity as the converting entity continues in existence after a conversion;
“Converting entity” means the domestic entity that approves a plan of conversion pursuant to § 61-3-1112 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of formation;
“Distributional interest” means the right under an unincorporated entity's organic law and organic rules to receive distributions from the entity;
“Domestic”, with respect to an entity, means governed as to the entity's internal affairs by the law of this state;
“Entity”:
1. Means:
  1. A business corporation;
  2. A nonprofit corporation;
  3. A general partnership, including a limited liability partnership;
  4. A limited partnership, including a limited liability limited partnership;
  5. A limited liability company;
  6. A general cooperative association;
  7. A limited cooperative association;
  8. An unincorporated nonprofit association;
  9. A statutory trust, business trust, or common-law business trust; or
  10. Any other person that has:

A legal existence separate from any interest holder of that person; or
The power to acquire an interest in real property in its own name; and

Does not include:

An individual;

A trust with a predominantly donative purpose or a charitable trust;

An association or relationship that is not an entity listed in subdivision (6)(A) and is not a partnership under § 61-1-202 or a similar provision of the governing jurisdiction;

A decedent's estate; or

A government or a governmental subdivision, agency, or instrumentality;

“Filing entity”:

Means an entity whose formation requires the filing of a public organic record; and

Does not include a limited liability partnership;

“Foreign,” with respect to an entity, means an entity governed as to the entity's internal affairs by the law of a jurisdiction other than this state;

“Governance interest” means a right under the organic law or organic rules of an unincorporated entity, other than as a governor, agent, assignee, or proxy, to:

Receive or demand access to information concerning, or the books and records of, the entity;

Vote for or consent to the election of the governors of the entity; or

Receive notice of or vote on or consent to an issue involving the internal affairs of the entity;

“Governor” means:

A director of a business corporation;

A director or trustee of a nonprofit corporation;

A general partner of a general partnership;

A general partner of a limited partnership;

A manager of a manager-managed limited liability company;

A member of a member-managed limited liability company;

A director of a general cooperative association;

A director of a limited cooperative association;

A manager of an unincorporated nonprofit association;

A trustee of a statutory trust, business trust, or common-law business trust; or

Any other person under whose authority the powers of an entity are exercised and under whose direction the entity's activities and affairs are managed pursuant to the organic law and organic rules of the entity;

“Interest” means:

A share in a business corporation;

A membership in a nonprofit corporation;

A partnership interest in a general partnership;

A partnership interest in a limited partnership;

A membership interest in a limited liability company;

A share in a general cooperative association;

A member's interest in a limited cooperative association;

A membership in an unincorporated nonprofit association;

A beneficial interest in a statutory trust, business trust, or common-law business trust; or

A governance interest or distributional interest in any other type of unincorporated entity;

“Interest holder” means:

A shareholder of a business corporation;

A member of a nonprofit corporation;

A general partner of a general partnership;

A general partner of a limited partnership;

A limited partner of a limited partnership;

A member of a limited liability company;

A shareholder of a general cooperative association;

A member of a limited cooperative association;

A member of an unincorporated nonprofit association;

A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust; or

Any other direct holder of an interest;

“Interest holder liability” means:

Personal liability for a liability of an entity that is imposed on a person:

Solely by reason of the status of the person as an interest holder; or

By the organic rules of the entity that make one (1) or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or

An obligation of an interest holder under the organic rules of an entity to contribute to the entity;

“Merger” means a transaction authorized by §§ 61-3-1104 – 61-3-1109;

“Merging entity” means an entity that is a party to a merger and exists immediately before the merger becomes effective;

“Organic law” means the law of an entity's jurisdiction of formation governing the internal affairs of the entity;

“Organic rules” means the public organic record and private organic rules of an entity;

“Plan” means a plan of merger, plan of conversion, or plan of domestication;

“Plan of conversion” means a plan under § 61-3-1111;

“Plan of merger” means a plan under § 61-3-1105;

“Private organic rules”:

Means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any; and

Includes:

The bylaws of a business corporation;

The bylaws of a nonprofit corporation;

The partnership agreement of a general partnership;

The partnership agreement of a limited partnership;

The operating agreement of a limited liability company;

The bylaws of a general cooperative association;

The bylaws of a limited cooperative association;

The governing principles of an unincorporated nonprofit association; and

The trust instrument of a statutory trust or similar rules of a business trust or a common-law business trust;

“Protected agreement” means:

A record evidencing indebtedness and any related agreement in effect on the date the entity becomes subject to this chapter pursuant to § 61-3-1207;

An agreement that is binding on an entity on the date the entity becomes subject to this chapter pursuant to § 61-3-1207;

The organic rules of an entity in effect on the date the entity becomes subject to this chapter pursuant to § 61-3-1207; or

An agreement that is binding on any of the governors or interest holders of an entity on the date the entity becomes subject to this chapter pursuant to § 61-3-1207;

“Public organic record”:

Means the record the filing of which by the secretary of state is required to form an entity and any amendment to or restatement of that record; and

Includes:

The articles of incorporation of a business corporation;

The articles of incorporation of a nonprofit corporation;

The certificate of limited partnership of a limited partnership;

The articles of organization of a limited liability company;

The articles of incorporation of a general cooperative association;

The articles of organization of a limited cooperative association; and

The certificate of trust of a statutory trust or similar record of a business trust;

“Registered foreign entity” means a foreign entity that is registered to do business in this state pursuant to a record filed by the secretary of state;

“Surviving entity” means the entity that continues in existence after or is created by a merger; and

“Type of entity” means a generic form of entity:

Recognized at common law; or

Formed under an organic law, whether or not some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity.

Acts 2017, ch. 440, § 1; 2018, ch. 575, §§ 23, 24.

Amendments. The 2018 amendment, in (a), substituted “articles of organization” for “certificate of organization” in (B)(iv) of the definition of “public organic record”; substituted the definition of “articles of conversion” for the definition of “statement of conversion”; and substituted the definition of “articles of merger” for the definition of “statement of merger”.

Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.

61-3-1102. Required notice or approval.

A domestic entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger shall give the notice or obtain the approval to be a party to a conversion.
Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this part becomes effective must not, as a result of the transaction, be diverted from the objects for which the property was donated, granted, devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the attorney general specifying the disposition of the property.
A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity that is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity.
A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the surviving entity under this section.

Acts 2017, ch. 440, § 1.

61-3-1103. Appraisal rights.

An interest holder of a domestic merging or converting limited partnership is entitled to contractual appraisal rights in connection with a transaction under this part only to the extent provided in:

The partnership agreement; or
The plan.

Acts 2017, ch. 440, § 1.

61-3-1104. Merger Authorized.

By complying with §§ 61-3-1105 – 61-3-1109:
1. One (1) or more domestic limited partnerships may merge with one (1) or more domestic or foreign entities into a domestic or foreign surviving entity; and
2. Two (2) or more foreign entities may merge into a domestic limited partnership.
By complying with §§ 61-3-1104 – 61-3-1109 applicable to foreign entities, a foreign entity may be a party to a merger under §§ 61-3-1105 – 61-3-1109 or may be the surviving entity in the merger if the merger is authorized by the law of the foreign entity's jurisdiction of formation.

Acts 2017, ch. 440, § 1.

61-3-1105. Plan of merger.

A domestic limited partnership may become a party to a merger under this section and §§ 61-3-1106 – 61-3-1109 by approving a plan of merger. The plan must be in a record and contain:
1. As to each merging entity, its name, jurisdiction of formation, and type of entity;
2. If the surviving entity is to be created in the merger, a statement to that effect and the entity's name, jurisdiction of formation, and type of entity;
3. The manner of converting the interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
4. If the surviving entity exists before the merger, any proposed amendments to:
  1. Its public organic record, if any; and
  2. Its private organic rules that are, or are proposed to be, in a record;
5. If the surviving entity is to be created in the merger:
  1. Its proposed public organic record, if any; and
  2. The full text of its private organic rules that are proposed to be in a record;
6. The other terms and conditions of the merger; and
7. Any other provision required by the law of a merging entity's jurisdiction of formation or the organic rules of a merging entity.
In addition to the requirements of subsection (a), a plan of merger may contain any other provision not prohibited by law.

Acts 2017, ch. 440, § 1.

61-3-1106. Approval of merger.

A plan of merger is not effective unless the plan has been approved:
1. By a domestic merging limited partnership, the affirmative vote or consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective; and
2. In a record, by each partner of a domestic merging limited partnership that will have interest holder liability for debts, obligations, and other liabilities that are incurred after the merger becomes effective, unless:
  1. The partnership agreement of the partnership provides in a record for the approval of a merger in which some or all of its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all the partners; and
  2. The partner consented in a record to or voted for that provision of the partnership agreement or became a partner after the adoption of that provision.
A merger involving a domestic merging entity that is not a limited partnership is not effective unless the merger is approved by that entity in accordance with the entity's organic law.
A merger involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.

Acts 2017, ch. 440, § 1.

61-3-1107. Amendment or abandonment of plan of merger.

A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan.
A domestic merging limited partnership may approve an amendment of a plan of merger:
1. In the same manner as the plan was approved, if the plan does not provide for the manner in which the plan may be amended; or
2. By its partners in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change:
  1. The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by the interest holders of any party to the plan;
  2. The public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or
  3. Any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect.
After a plan of merger has been approved and before the articles of merger becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic merging limited partnership may abandon the plan in the same manner as the plan was approved.
If a plan of merger is abandoned after articles of merger have been delivered to the secretary of state for filing and before the articles become effective, a statement of abandonment, signed by a party to the plan, must be delivered to the secretary of state for filing before the articles of merger become effective. The statement of abandonment takes effect on filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain:
1. The name of each party to the plan of merger;
2. The date on which the articles of merger were filed by the secretary of state; and
3. A statement that the merger has been abandoned in accordance with this section.

Acts 2017, ch. 440, § 1; 2018, ch. 575, §§ 25, 26.

Amendments. The 2018 amendment substituted “articles of merger” for “statement of merger” throughout (c) and (d); and made related changes.

Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.

61-3-1108. Articles of merger — Effective date of merger.

Articles of merger must be signed by each merging entity and delivered to the secretary of state for filing.
Articles of merger must contain:
1. The name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity;
2. The name, jurisdiction of formation, and type of entity of the surviving entity;
3. A statement that the merger was approved by each domestic merging entity, if any, in accordance with §§ 61-3-1104 – 61-3-1109 and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation;
4. If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger;
5. If the surviving entity is created by the merger and is a domestic filing entity, its public organic record, as an attachment; and
6. If the surviving entity is created by the merger and is a domestic limited liability partnership, its application for registration, as an attachment.
In addition to the requirements of subsection (b), articles of merger may contain any other provision not prohibited by law.
If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the law of this state, except that the public organic record does not need to be signed.
If the surviving entity is a domestic limited partnership, the merger becomes effective when the articles of merger are effective. In all cases, the merger becomes effective on the later of:
1. The date and time provided by the organic law of the surviving entity; or
2. When the articles are effective.

Acts 2017, ch. 440, § 1; 2018, ch. 575, §§ 27, 28.

Amendments. The 2018 amendment substituted “Articles of merger” for “A statement of merger” at the beginning of (a) and the introductory language of (b); substituted “articles of merger” for “a statement of merger” in (c); in the introductory paragraph of (e), substituted “the articles of merger are effective” for “the statement of merger is effective” at the end of the first sentence, and substituted “In all cases,” for “In all other cases,” at the beginning of the second sentence; substituted “or” for “and” at the end of (e)(1); and substituted “articles are effective” for “the statement is effective” at the end of (e)(2).

Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.

61-3-1109. Effect of merger.

When a merger becomes effective:
1. The surviving entity continues or comes into existence;
2. Each merging entity that is not the surviving entity ceases to exist;
3. All property of each merging entity vests in the surviving entity without transfer, reversion, or impairment;
4. All debts, obligations, and other liabilities of each merging entity are debts, obligations, and other liabilities of the surviving entity;
5. Except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of each merging entity vest in the surviving entity;
6. If the surviving entity exists before the merger:
  1. All of the surviving entity's property continues to be vested in it without transfer, reversion, or impairment;
  2. The surviving entity remains subject to all of its debts, obligations, and other liabilities; and
  3. All the surviving entity's rights, privileges, immunities, powers, and purposes continue to be vested in it;
7. The name of the surviving entity may be substituted for the name of any merging entity that is a party to any pending action or proceeding;
8. If the surviving entity exists before the merger:
  1. The surviving entity's public organic record, if any, is amended to the extent provided in the statement of merger; and
  2. The surviving entity's private organic rules that are to be in a record, if any, are amended to the extent provided in the plan of merger;
9. If the surviving entity is created by the merger, its private organic rules become effective and:
  1. If the surviving entity is a filing entity, its public organic record becomes effective; and
  2. If the surviving entity is a limited liability partnership, its application for registration becomes effective; and
10. The interests in each merging entity that are to be converted in the merger are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under § 61-3-1103 and the merging entity's organic law.
Except as otherwise provided in the organic law or organic rules of a merging entity, the merger does not give rise to any rights that an interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up of the merging entity.
When a merger becomes effective, a person that did not have interest holder liability with respect to any of the merging entities and becomes subject to interest holder liability with respect to a domestic entity as a result of the merger has interest holder liability only to the extent provided by the organic law of that entity and only for those debts, obligations, and other liabilities that are incurred after the merger becomes effective.
When a merger becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic merging limited partnership with respect to which the person had interest holder liability is subject to the following:
1. The merger does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the merger became effective;
2. The person does not have interest holder liability under this chapter for any debt, obligation, or other liability that is incurred after the merger becomes effective;
3. This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under subdivision (d)(1) as if the merger had not occurred; and
4. The person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter, or the partnership agreement of the domestic merging limited partnership with respect to any interest holder liability preserved under subdivision (d)(1) as if the merger had not occurred.
When a merger becomes effective, a foreign entity that is the surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging limited partnership as provided in § 61-3-119.
When a merger becomes effective, the registration to do business in this state of any foreign merging entity that is not the surviving entity is cancelled.

Acts 2017, ch. 440, § 1.

61-3-1110. Conversion authorized.

By complying with §§ 61-3-1111 – 61-3-1115, a domestic limited partnership may become:
1. A domestic entity that is a different type of entity; or
2. A foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity's jurisdiction of formation.
By complying with the provisions of §§ 61-3-1111 – 61-3-1115 applicable to foreign entities, a foreign entity may become a domestic limited partnership if the conversion is authorized by the law of the foreign entity's jurisdiction of formation.
If a protected agreement contains a provision that applies to a merger of a domestic limited partnership but does not refer to a conversion, the provision applies to a conversion of the partnership as if the conversion were a merger until the provision is amended after the date the entity becomes subject to this chapter pursuant to § 61-3-1207.

Acts 2017, ch. 440, § 1.

61-3-1111. Plan of conversion.

A domestic limited partnership may convert to a different type of entity under this section and §§ 61-3-1112 – 61-3-1115 by approving a plan of conversion. The plan must be in a record and contain:
1. The name of the converting limited partnership;
2. The name, jurisdiction of formation, and type of entity of the converted entity;
3. The manner of converting the interests in the converting limited partnership into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
4. The proposed public organic record of the converted entity if it will be a filing entity;
5. The private organic rules of the converted entity that are proposed to be in a record when the conversion is effective;
6. Any other terms and conditions of the conversion not otherwise set forth in the private organic rules of the converting limited partnership or the law of this state; and
7. Any other provision required by the law of this state or the partnership agreement of the converting limited partnership.
In addition to the requirements of subsection (a), a plan of conversion may contain any other provision not prohibited by law.

Acts 2017, ch. 440, § 1.

61-3-1112. Approval of conversion.

A plan of conversion is not effective unless it has been approved:
1. By a domestic converting limited partnership, the affirmative vote or consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective; and
2. In a record, by each partner of a domestic converting limited partnership that will have interest holder liability for debts, obligations, and other liabilities that are incurred after the conversion becomes effective, unless:
  1. The partnership agreement of the partnership provides in a record for the approval of a conversion or a merger in which some or all of its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all of the partners; and
  2. The partner voted for or consented in a record to that provision of the partnership agreement or became a partner after the adoption of that provision.
A conversion involving a domestic converting entity that is not a limited partnership is not effective unless it is approved by the domestic converting entity in accordance with its organic law.
A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.

Acts 2017, ch. 440, § 1.

61-3-1113. Amendment or abandonment of plan of conversion.

A plan of conversion of a domestic converting limited partnership may be amended:
1. In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
2. By its partners in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the plan that will change:
  1. The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the partners of the converting partnership under the plan;
  2. The public organic record, if any, or private organic rules of the converted entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under its organic law or organic rules; or
  3. Any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect.
After a plan of conversion has been approved by a domestic converting limited partnership and before articles of conversion become effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting limited partnership may abandon the plan in the same manner as the plan was approved.
lf a plan of conversion is abandoned after articles of conversion have been delivered to the secretary of state for filing and before the articles become effective, a statement of abandonment, signed by the converting entity, shall be delivered to the secretary of state for filing before the articles of conversion become effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain:
1. The name of the converting limited partnership;
2. The date on which the articles of conversion were filed by the secretary of state; and
3. A statement that the conversion has been abandoned in accordance with this section.

Acts 2017, ch. 440, § 1; 2018, ch. 575, §§ 29, 30.

Amendments. The 2018 amendment substituted “articles of conversion” for “a statement of conversion” throughout (b) and (c) and made related changes; and substituted “shall be delivered” for “must be delivered” in the first sentence of the introductory paragraph of (c).

Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.

61-3-1114. Articles of conversion — Effective date of conversion.

Articles of conversion must be signed by the converting entity and delivered to the secretary of state for filing.
Articles of conversion must contain:
1. The name, jurisdiction of formation, and type of entity of the converting entity;
2. The name, jurisdiction of formation, and type of entity of the converted entity;
3. If the converting entity is a domestic limited partnership, a statement that the plan of conversion was approved in accordance with §§ 61-3-1112 – 61-3-1115 or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign entity in accordance with the law of its jurisdiction of formation;
4. If the converted entity is a domestic filing entity, its public organic record, as an attachment; and
5. If the converted entity is a domestic limited liability partnership, its application for registration, as an attachment.
In addition to the requirements of subsection (b), articles of conversion may contain any other provision not prohibited by law.
If the converted entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed.
If the converted entity is a domestic limited partnership, the conversion becomes effective when articles of conversion are effective. In all other cases, the conversion becomes effective on the later of:
1. The date and time provided by the organic law of the converted entity; and
2. When the articles are effective.

Acts 2017, ch. 440, § 1; 2018, ch. 575, §§ 31-33.

Amendments. The 2018 amendment substituted “Articles of conversion” for “A statement of conversion” at the beginning of (a) and the introductory language of (b); substituted “articles of conversion” for “a statement of conversion” in (c); substituted “articles of conversion are effective” for “the statement of conversion is effective” at the end of the first sentence of the introductory paragraph of (e); and substituted “the articles are effective” for “the statement is effective” in (e)(2).

Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.

61-3-1115. Effect of conversion.

When a conversion becomes effective:
1. The converted entity is:
  1. Organized under and subject to the organic law of the converted entity; and
  2. The same entity without interruption as the converting entity;
2. All property of the converting entity continues to be vested in the converted entity without transfer, reversion, or impairment;
3. All debts, obligations, and other liabilities of the converting entity continue as debts, obligations, and other liabilities of the converted entity;
4. Except as otherwise provided by law or the plan of conversion, all the rights, privileges, immunities, powers, and purposes of the converting entity remain in the converted entity;
5. The name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding;
6. The certificate of limited partnership of the converted entity becomes effective;
7. The provisions of the partnership agreement of the converted entity that are to be in a record, if any, approved as part of the plan of conversion become effective; and
8. The interests in the converting entity are converted, and the interest holders of the converting entity are entitled only to the rights provided to them under the plan of conversion and to any appraisal rights they have under § 61-3-1103.
Except as otherwise provided in the partnership agreement of a domestic converting limited partnership, the conversion does not give rise to any rights that a partner or third party would have upon a dissolution, liquidation, or winding up of the converting entity.
When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and becomes subject to interest holder liability with respect to a domestic entity as a result of the conversion has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that are incurred after the conversion becomes effective.
When a conversion becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic converting limited partnership with respect to which the person had interest holder liability is subject to the following:
1. The conversion does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the conversion became effective;
2. The person does not have interest holder liability under this chapter for any debt, obligation, or other liability that is incurred after the conversion becomes effective;
3. This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under subdivision (d)(1) as if the conversion had not occurred; and
4. The person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter or the organic rules of the converting entity with respect to any interest holder liability preserved under subdivision (d)(1) as if the conversion had not occurred.
When a conversion becomes effective, a foreign entity that is the converted entity may be served with process in this state for the collection and enforcement of any of its debts, obligations, and other liabilities as provided in § 61-3-119.
If the converting entity is a registered foreign entity, its registration to do business in this state is cancelled when the conversion becomes effective.
A conversion does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.

Acts 2017, ch. 440, § 1.

Part 12
Miscellaneous Provisions

61-3-1201. Uniformity of application and construction.

In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. The rule that statutes in derogation of the common law are to be strictly construed does not apply to this chapter.

Acts 2017, ch. 440, § 1.

61-3-1202. Relation to electronic signatures in global and national commerce act.

This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) but does not modify, limit, or supersede 15 U.S.C. § 7001(c) or authorize electronic delivery of any of the notices described in 15 U.S.C. § 7003(b).

Acts 2017, ch. 440, § 1.

61-3-1203. Savings clause.

This chapter does not affect an action commenced, proceeding brought, or right accrued before January 1, 2018.

Acts 2017, ch. 440, § 1.

61-3-1204. Severability clause.

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to that end the provisions of this chapter are severable.

Acts 2017, ch. 440, § 1.

61-3-1205. Fees.

The secretary of state shall collect the following fees when the documents described in this subsection (a) are delivered to the secretary of state for filing:
1. Annual report for secretary of state — $20.00;
2. Application for use of indistinguishable name — $20.00;
3. Application for reservation of limited partnership name — $20.00;
4. Notice of transfer of reserved name — $20.00;
5. Notice of cancellation of reserved name — $20.00;
6. Statement of change of registered agent/office (by domestic/foreign limited partnership) — $20.00;
7. Statement of change of registered office of limited partnership (by agent) — $5.00 per limited partnership, but not less than $20.00;
8. Statement of resignation of registered agent for limited partnership — $20.00;
9. Certificate of limited partnership (including designation of initial registered office and agent) — $100;
10. Amendment to the certificate of limited partnership — $20.00;
11. Certificate of cancellation of limited partnership — $20.00;
12. Restated certificate of limited partnership — $20.00;
13. Amended and restated certificate of limited partnership — $20.00;
14. Articles of merger of limited partnership — $100;
15. Application for registration of foreign limited partnership (including designation of initial registered office and agent) — $600;
16. Application for amended registration of foreign limited partnership — $20.00;
17. Certificate of cancellation of registration of foreign limited partnership — $20.00;
18. Certificate of correction — $20.00;
19. Execution, amendment or cancellation of limited partnership by judicial order — No Fee;
20. Application for certificate of existence or registration of limited partnership — $20.00;
21. Application for reinstatement — $70.00;
22. Statement of dissolution — $20.00;
23. Statement of withdrawn or rescinded dissolution of limited partnership — $20.00; and
24. Any other document required or permitted to be filed by this chapter — $20.00.
The secretary of state shall collect a fee of twenty dollars ($20.00) each time process is served on the secretary of state under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.
The secretary of state shall collect a fee of twenty dollars ($20.00) for copying all filed documents relating to a domestic or foreign limited partnership. All copies must be certified or validated by the secretary of state.

Acts 2017, ch. 440, § 1; 2018, ch. 575, §§ 34, 35.

Amendments. The 2018 amendment substituted “Articles” for “Certificate” at the beginning of (a)(14); and rewrote (a)(23) which read: “Withdrawal statement — $25.00; and”.

Effective Dates. Acts 2018, ch. 575, § 42. March 16, 2018.

61-3-1206. Short title.

This chapter shall be known and may be cited as the “Tennessee Uniform Limited Partnership Act of 2017.”

Acts 2017, ch. 440, § 1.

61-3-1207. Applicability — Savings clause.

1. This chapter applies to:
  1. Every domestic limited partnership formed on or after January 1, 2018;
  2. Any domestic limited partnership that was formed prior to January 1, 2018, and that has elected to be governed by this chapter pursuant to subsection (b); and
  3. The outstanding and future interests in the respective domestic limited partnerships described in subdivisions (a)(1)(A) and (B).
2. If there are other specific statutory provisions that govern the formation of, impose restrictions or requirements on, confer special powers, privileges or authorities on or fix special procedures or methods for special categories of limited partnerships, then, to the extent those provisions are inconsistent with or different from this chapter, those provisions prevail.
1. On or after January 1, 2018, a domestic limited partnership formed prior to January 1, 2018, under the Tennessee Uniform Limited Partnership Act of 1988, compiled in chapter 2 of this title, may voluntarily elect to be governed by this chapter by amending its certificate of limited partnership to include the statement “This limited partnership elects to be governed by the Tennessee Uniform Limited Partnership Act of 2017,” or a statement of like import. The election and amendment to the certificate of limited partnership is not effective unless it has been approved in a record by:
  1. All general partners; and
  2. The limited partners or, if there is more than one (1) class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate.
2. Any partnership presently governed by the Tennessee Uniform Limited Partnership Act of 1988 that does not voluntarily elect to be governed by this chapter pursuant to subdivision (b)(1), continues to be governed by the Tennessee Uniform Limited Partnership Act of 1988.
1. Any limited partnership formed prior to January 1, 1988, that is presently governed by the limited partnership law in effect prior to January 1, 1988, may voluntarily elect to be governed by this chapter by filing a certificate of limited partnership pursuant to § 61-3-201. The certificate must include the statement “This limited partnership elects to be governed by the Tennessee Uniform Limited Partnership Act of 2017,” or a statement of like import. This election and the filing of the certificate of limited partnership is not effective unless it has been approved in a record by:
  1. All general partners; and
  2. The limited partners or, if there is more than one (1) class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate.
2. Any limited partnership that does not voluntarily elect to be governed by this chapter pursuant to subdivision (c)(1), shall continue to be governed by the law under which the limited partnership is presently governed, except that the limited partnership shall not have its term extended other than under this chapter.
1. This chapter applies to:
  1. Every foreign limited partnership that first registers to do business in this state on or after January 1, 2018;
  2. Every foreign limited partnership that registers a name in this state on or after January 1, 2018; and
  3. Every foreign limited partnership that has registered a name in this state prior to January 1, 2018, pursuant to the Tennessee Uniform Limited Partnership Act of 1988.
2. With respect to each foreign limited partnership that first registered to do business in this state prior to January 1, 2018, the Tennessee Uniform Limited Partnership Act of 1988 applies to the foreign limited partnership until the due date of the first annual report required to be filed by the foreign limited partnership on or after January 1, 2018, after which due date this chapter applies to the foreign limited partnership, except that the foreign limited partnership is not required to again register to do business in this state.
This chapter does not affect an action or proceeding commenced, or right accrued, under the Tennessee Uniform Limited Partnership Act of 1988.

Acts 2017, ch. 440, § 1.

Chapter 1 Revised Uniform Partnership Act

Part 1 General Provisions

61-1-101. Chapter definitions.

NOTES TO DECISIONS

1. “Partnership.”

2. Evidence of Partnership.

61-1-102. Knowledge and notice.

61-1-103. Effect of partnership agreement — Nonwaivable provisions.

61-1-104. Supplemental principles of law.

61-1-105. Execution, filing, and recording of statements.

61-1-106. Governing law.

61-1-107. Partnership subject to amendment or repeal of chapter.

Part 2 Nature of Partnership

61-1-201. Partnership as entity.

61-1-202. Formation of partnership.

NOTES TO DECISIONS

1. Creation.

2. Partnership Not Established.

3. Partnership Established.

61-1-203. Partnership property.

61-1-204. When property is partnership property.

Decisions Under Prior Law

1. Real Property.

2. Conveyance of Partnership Property.

3. Determination of Ownership.

4. —Burden of Proof.

Part 3 Relations of Partners to Persons Dealing with Partnership

61-1-301. Partner agent of partnership.

61-1-302. Transfer of partnership property.

Decisions Under Prior Law

1. Real Estate Becomes Personalty.

2. Conveyance by Partnership.

61-1-303. Statement of partnership authority.

61-1-304. Statement of denial.

61-1-305. Partnership liable for partner's actionable conduct.

Decisions Under Prior Law

1. Fraud.

61-1-306. Partner's liability.

NOTES TO DECISIONS

1. Applicability.

2. Limited Liability Partners.

3. Partner Liability.

Decisions Under Prior Law

1. Joint and Several Liability.

2. Liability of New Partner.

3. Private Account of Partner.

4. Venue.

5. Satisfaction of Judgment.

6. Binding Effect of Judgment.

61-1-307. Actions by and against partnership and partners.

61-1-308. Purported partner.

Decisions Under Prior Law

1. In General.

2. Proof of Partnership.

3. Bankruptcy.

Part 4 Relations of Partners to Each Other and to Partnership

61-1-401. Partner's rights and duties.

NOTES TO DECISIONS

1. Winding Up Fee.

2. Attorney's Fees.

Decisions Under Prior Law

1. Value of Partnership Interest.

2. Attorney's Fees.

3. Agreement Between Parties.

61-1-402. Distributions in kind.

61-1-403. Partner's rights and duties with respect to information.

61-1-404. General standards of partner's conduct.

61-1-405. Actions by partnership and partners.

NOTES TO DECISIONS

1. Action to Make Up Negative Capital Account Balance.

61-1-406. Continuation of partnership beyond definite term or particular undertaking.

61-1-407. Classes and voting.

Part 5 Transferees and Creditors of Partner

61-1-501. Partner not a co-owner of partnership property.

NOTES TO DECISIONS

1. Partnership Interest.

Decisions Under Prior Law

1. In General.

61-1-502. Partner's transferable interest in partnership.

Decisions Under Prior Law

Chapter 1
Revised Uniform Partnership Act

Part 1
General Provisions

Part 2
Nature of Partnership

Part 3
Relations of Partners to Persons Dealing with Partnership

Part 4
Relations of Partners to Each Other and to Partnership

Part 5
Transferees and Creditors of Partner

Part 6
Partner's Dissociation

Part 7
Partner's Dissociation When Business Not Wound Up

Part 8
Winding Up Partnership Business

Part 9
Conversions and Mergers