2021 Tennessee Code
Title 61 - Partnerships

Chapter 1 - Revised Uniform Partnership Act

Part 1 - General Provisions

§ 61-1-101. Chapter Definitions - As used in this chapter:

§ 61-1-107. Partnership Subject to Amendment or Repeal of Chapter - A partnership governed by this chapter is subject to any...

Part 2 - Nature of Partnership

§ 61-1-203. Partnership Property - Property transferred to or otherwise acquired by a partnership is...

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...

§ 61-1-304. Statement of Denial - A partner or other person named as partner in a...

Part 4 - Relations of Partners to Each Other and to Partnership

§ 61-1-402. Distributions in Kind - A partner has no right to receive, and may not...

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....

§ 61-1-502. Partner's Transferable Interest in Partnership - The only transferable interest of a partner in the partnership...

Part 6 - Partner's Dissociation

§ 61-1-601. Events Causing Partner's Dissociation - A partner is dissociated from a partnership upon the occurrence...

Part 7 - Partner's Dissociation When Business Not Wound Up

§ 61-1-705. Continued Use of Partnership Name - Continued use of a partnership name, or a dissociated partner's...

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...

§ 61-1-804. Partner's Power to Bind Partnership After Dissolution - Subject to § 61-1-805, a partnership is bound by a...

Part 9 - Conversions and Mergers

§ 61-1-901. Definitions - In this part:

§ 61-1-908. Nonexclusive - This part is not exclusive. Partnerships or limited partnerships may...

Part 10 - Limited Liability Partnership

§ 61-1-1005. Professional Registered Limited Liability Partnerships - Notwithstanding any other law, a partnership engaged in the rendering...

Part 12 - Miscellaneous Provisions

§ 61-1-1201. Uniformity of Application and Construction - This chapter shall be applied and construed to effectuate its...

§ 61-1-1202. Short Title - This chapter may be cited as the “Uniform Partnership Act.

§ 61-1-1203. Severability Clause - If any provision of this chapter or its application to...

§ 61-1-1204. Effective Date - This chapter takes effect on January 1, 2002, the public...

§ 61-1-1205. Repeals - Effective January 1, 2002, the following acts and parts of...

§ 61-1-1207. Savings Clause - This chapter does not affect an action or proceeding commenced...

§ 61-1-1208. Filing Fees - Document Fee

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:

§ 61-2-102. Name of Partnership - The name of each limited partnership as set forth in...

§ 61-2-107. Business Permitted - A limited partnership may carry on any business that a...

§ 61-2-108. Rights and Obligations of Partner - Except as provided in the partnership agreement, a partner may...

Part 2 - Certificate of Limited Partnership

§ 61-2-208. Notice - The fact that a certificate of limited partnership is on...

§ 61-2-209. Delivery to Partners - Upon the return by the secretary of state pursuant to...

Part 3 - Limited Partners -

Part 4 - General Partners

§ 61-2-401. Additional Partners - After the filing of a limited partnership's initial certificate of...

§ 61-2-404. Contributions — Share of Profits, Etc - A general partner of a limited partnership may make contributions...

Part 5 - Contribution

§ 61-2-501. Form - The contribution of a partner may be in cash, property...

§ 61-2-503. Allocation of Profits and Losses - The profits and losses of a limited partnership shall be...

§ 61-2-504. Allocation of Distributions - Distributions of cash or other assets of a limited partnership...

Part 6 - Distributions and Withdrawal

§ 61-2-601. Interim Distributions - Except as provided in this part, a partner is entitled...

§ 61-2-602. Withdrawal of General Partner - A general partner may withdraw from a limited partnership at...

§ 61-2-603. Withdrawal of Limited Partner - A limited partner may withdraw from a limited partnership at...

§ 61-2-604. Distribution Upon Withdrawal - Except as provided in this part, upon withdrawal any withdrawing...

§ 61-2-605. Distribution in Kind - Except as provided in the partnership agreement, a partner, regardless...

§ 61-2-606. Right to Distribution - Subject to §§ 61-2-607 and 61-2-804, and unless otherwise provided...

§ 61-2-608. Priority Between Limited Partners - Where there are several limited partners, the members may agree...

Part 7 - Partnership Interests

§ 61-2-701. Nature - A partnership interest is personal property. A partner has no...

§ 61-2-703. Rights of Judgment Creditor - On application to a court of competent jurisdiction by any...

§ 61-2-705. Deceased or Incompetent Partners - If a partner who is an individual dies or a...

Part 8 - Dissolution

§ 61-2-802. Judicial Dissolution - On application by or for a partner, the court of...

Part 9 - Foreign Limited Partnerships

§ 61-2-903. Filing of Application - If the secretary of state finds that an application for...

§ 61-2-908. Enjoined From Doing Business - The court of record shall have jurisdiction to enjoin any...

§ 61-2-909. Other Provisions Applicable - Sections 61-2-204(c) and 61-2-207 shall be applicable to foreign limited...

Part 10 - Derivative Actions

§ 61-2-1001. Right to Bring Action - A limited partner may bring an action in the court...

§ 61-2-1002. Proper Plaintiff - In a derivative action the plaintiff must be a partner...

§ 61-2-1003. Complaint - In a derivative action, the complaint shall set forth with...

§ 61-2-1004. Award of Expenses - If a derivative action is successful in whole or in...

Part 11 - Filing With Secretary of State

§ 61-2-1102. Forms - The secretary of state may prescribe, and shall furnish upon...

§ 61-2-1108. Copy as Evidence - A certificate attached or certification affixed to a copy of...

Part 12 - Miscellaneous

§ 61-2-1202. Short Title - This chapter shall be known and may be cited as...

§ 61-2-1203. Severability - If any provision of this chapter or its application to...

§ 61-2-1205. Rules of Law and Equity - In any case not provided for in this chapter, the...

§ 61-2-1206. Prior Law - Except as set forth in § 61-2-1204, former chapter 2...

§ 61-2-1207. Fees - Document Fee

Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017

Part 1 - General Provisions

§ 61-3-101. Definitions - As used in this chapter:

§ 61-3-103. Governing Law - The law of this state governs:

§ 61-3-107. Required Information - A limited partnership shall maintain at its principal office the...

§ 61-3-108. Dual Capacity - A person may be both a general partner and a...

§ 61-3-110. Powers - A limited partnership has the capacity to sue and be...

§ 61-3-111. Supplemental Principles of Law - Unless displaced by this chapter, the principles of law and...

Part 2 - Formation; Certificate of Limited Partnership and Filings

§ 61-3-207. Effective Date and Time - Subject to § 61-3-209(d), a record filed under this chapter...

Part 3 - Limited Partners -

Part 4 - General Partners -

Part 5 - Contributions and Distributions -

Part 6 - Dissociation

§ 61-3-603. Dissociation as General Partner - A person is dissociated as a general partner when:

Part 7 - Transferable Interests and Rights of Transferees and Creditors

§ 61-3-701. Nature of Transferable Interest - A transferable interest is personal property.

§ 61-3-704. Power of Legal Representative of Deceased Partner - If a partner dies, the deceased partner's legal representative may...

Part 8 - Dissolution

§ 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...

Part 9 - Actions by Partners

§ 61-3-902. Derivative Action - A partner may maintain a derivative action to enforce a...

§ 61-3-903. Proper Plaintiff - A derivative action to enforce a right of a limited...

§ 61-3-904. Pleading - In a derivative action, the complaint must state with particularity:

Part 10 - Foreign Limited Partnerships

§ 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...

§ 61-3-1013. Enjoining From Doing Business - The attorney general and reporter may maintain an action by...

Part 11 - Merger and Conversion

§ 61-3-1101. Definitions - As used in this part: Does not include: An individual;...

§ 61-3-1103. Appraisal Rights - An interest holder of a domestic merging or converting limited...

Part 12 - Miscellaneous Provisions

§ 61-3-1201. Uniformity of Application and Construction - In applying and construing this chapter, consideration must be given...

§ 61-3-1202. Relation to Electronic Signatures in Global and National Commerce Act - This chapter modifies, limits, and supersedes the Electronic Signatures in...

§ 61-3-1203. Savings Clause - This chapter does not affect an action commenced, proceeding brought,...

§ 61-3-1204. Severability Clause - If any provision of this chapter or its application to...

§ 61-3-1206. Short Title - This chapter shall be known and may be cited as...