(a) 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.

Terms Used In Tennessee Code 61-1-805

  • Business: means every trade, occupation, and profession and any other activity, including the holding or ownership of property, entered into for profit. See Tennessee Code 61-1-101
  • 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 §. See Tennessee Code 61-1-101
  • 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.
  • 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. See Tennessee Code 61-1-101
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in a perceivable form. See Tennessee Code 1-3-105
  • Statement: means a statement of partnership authority under §. See Tennessee Code 61-1-101
(b) 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).
(c) 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.
(d) 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.
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