(a) All limited partnerships formed on or after January 1, 1989, the “effective date” shall be governed by this chapter.
Terms Used In Tennessee Code 61-2-1204
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.
Foreign limited partnership: includes a partnership formed under the laws of any jurisdiction other than the state of Tennessee and having as partners one (1) or more general partners and one (1) or more limited partners. See Tennessee Code 61-2-101
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
Limited partner: means a person who has been admitted to a limited partnership as a limited partner as provided in §. 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.
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) Except as provided in subsections (e) and (f), all limited partnerships formed on or after January 1, 1988, and prior to January 1, 1989, under chapter 2 of this title as hereby repealed, shall continue to be governed by that chapter until July 1, 1989, the “extended effective date,” at which time such limited partnerships shall be governed by this chapter.(c) Except as provided in subsection (e), a limited partnership formed prior to January 1, 1988, shall continue to be governed by chapter 2 of this title in effect prior to the adoption of chapter 2 of this title as hereby repealed, except that such limited partnership shall not have its term extended except under this chapter.(d) Except as provided in subsection (e), part 9 of this chapter, relative to foreign limited partnerships, is not effective until July 1, 1989.(e) Any limited partnership formed prior to January 1, 1989 and any foreign limited partnership may elect to be governed by this chapter before July 1, 1989 by filing with the register of deeds prior to January 1, 1989 and with the secretary of state on and after January 1, 1989 a certificate of limited partnership, or an application for registration as a foreign limited partnership which complies with this chapter or a certificate of amendment which would cause its certificate of limited partnership to comply with this chapter and which specifically states that it is electing to be so bound and by paying the fee for a certificate of limited partnership specified in § 61-2-1207(a)(8). Such certificate may be filed by any general partner without the necessity of obtaining the approval of any limited partner.(f) With respect to a limited partnership formed on or after January 1, 1988 and prior to January 1, 1989:
(1) On and after July 1, 1989, such limited partnership need not file with the secretary of state a certificate of amendment which would cause its certificate of limited partnership to comply with this chapter until the occurrence of an event which, under this chapter, requires the filing of a certificate of amendment;(2) Sections 61-2-501 and 61-2-502, and 61-2-607(b) shall apply only to contributions and distributions made after January 1, 1989; and(3) Section 61-2-704 shall apply only to assignments made after January 1, 1989.
