(a) Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners or a person approved by the limited partners or, if there is more than one (1) class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate, may wind up the limited partnership’s affairs, but the court of record, upon cause shown, may wind up the limited partnership’s affairs upon application of any partner, his legal representative or assignee, and in connection therewith, may appoint a liquidating trustee.

Terms Used In Tennessee Code 61-2-803

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Court of record: means a court of equity jurisdiction in the county where the partnership maintains its registered office, or if it maintains no registered office in any county, then in a court of equity jurisdiction in Davidson County. 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
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Liquidating trustee: means a person, other than a general partner, but including a limited partner, carrying out the winding up of a limited partnership. See Tennessee Code 61-2-101
  • Partner: means a limited or general partner. 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.
  • Person: means a natural person, a foreign or domestic partnership (whether general or limited), trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity. See Tennessee Code 61-2-101
  • Property: includes both personal and real property. See Tennessee Code 1-3-105
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • Representative: when applied to those who represent a decedent, includes executors and administrators, unless the context implies heirs and distributees. See Tennessee Code 1-3-105
  • Trustee: A person or institution holding and administering property in trust.
(b) Upon dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in § 61-2-203, the persons winding up the limited partnership’s affairs may, in the name of and for and on behalf of the limited partnership, prosecute and defend suits, whether civil, criminal or administrative, settle in a reasonable manner and close the limited partnership’s business, dispose of and convey the limited partnership’s property, discharge or make reasonable provision for the limited partnership’s liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners and without imposing the liability of a general partner or a liquidating trustee.
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