(a) 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.
Terms Used In Tennessee Code 61-1-907
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.
Property: means all property, real, personal, or mixed, tangible or intangible, or any interest therein. See Tennessee Code 61-1-101
Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
real property: include lands, tenements and hereditaments, and all rights thereto and interests therein, equitable as well as legal. See Tennessee Code 1-3-105
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. See Tennessee Code 61-1-101
United States: includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
(b) 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.(c) 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.(d) 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.(e) 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).
