Title 61, Partnerships

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-…

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.

(a) 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 mor…

(a) 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 excludin…

(a) In connection with the formation of a limited partnership, a person acquiring a partnership interest as a limited partner is admitted as a limited partner of the limited partnership upon the latter to occur of:(1) The formation of the limited partnership; or(2) The time provi…

(a) 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 busines…

(a) Except as provided in subsection (b), a person who makes a contribution to a partnership and erroneously but in good faith believes that he has become a limited partner in the partnership is not a general partner in the partnership and is not bound by its obligations by reaso…

(a) Any person shall have the right to examine the current list of the names and addresses of all general and limited partners of any partnership formed under this chapter at the registered office of the partnership during reasonable business hours, and, upon payment of reasonabl…

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.

(a) 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 pa…

(a) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners. (b) Except as provided in this chapter, a genera…

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, los…

(a) A general partner shall discharge his duties as a partner, including his duties as a member of a committee:(1) In good faith;(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and(3) In a manner he reasonably believes…

(a) A conflict of interest transaction is a transaction with the partnership in which a general partner of the partnership has a direct or indirect interest. A conflict of interest transaction is not voidable by the partnership solely because of the general partner's interest in …

The 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.

(a) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does…

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 basi…

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 …

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 speci…

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 partn…

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.

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 tim…

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…

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 respec…

(a) A limited partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interes…

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…

(a) 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 …

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

(a) 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 p…

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 t…

(a) 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. (1) The partnership agreement so provides; or (2) All partners cons…

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…

(a) 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…

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.

(a) 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 part…

(a) 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 maki…

(a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in this section. (b) The dissolved limited partnership shall notify its known claimants in writing of the dissolution at any time after its effective date. The writ…

(a) 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. (b) The notice must:(1) Be published one (1) time in a newspaper of general circulation …

(a) 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 regi…

(a) 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 r…

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.

(a) 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 b…

(a) 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 prompt…

(a) 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 unde…

(a) 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…

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 certi…