(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 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.
Terms Used In Tennessee Code 61-2-210
Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
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. See Tennessee Code 61-2-101
Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
signed: includes a mark, the name being written near the mark and witnessed, or any other symbol or methodology executed or adopted by a party with intention to authenticate a writing or record, regardless of being witnessed. See Tennessee Code 1-3-105
State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
(b) 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.(c) 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.(d) 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.(e) 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.
