(a) A foreign limited partnership may register with the secretary of state under any name (whether or not it is the name under which it is registered in the jurisdiction of its organization) that includes the words “Limited Partnership” or the abbreviation “L.P.” and that could be registered by a domestic limited partnership.
Terms Used In Tennessee Code 61-2-904
Code: includes the Tennessee Code and all amendments and revisions to the code and all additions and supplements to the code. See Tennessee Code 1-3-105
Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
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
Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
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
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 authorized by subsection (c), the name of a foreign limited partnership that registers to do business in this state, shall be distinguishable upon the records of the secretary of state from the respective names of or for every other entity, whether true, assumed, reserved or registered, to the extent the use or reservation of such names is evidenced by a filing with the secretary of state under applicable law.(c) A foreign limited partnership may apply to the secretary of state for authorization to use a name that is not distinguishable upon his records from one (1) or more of the names described in subsection (b). The secretary of state shall authorize use of the name applied for if:
(1) The person holding the right to use the previously filed name described in subsection (b) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant;(2) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for in this state; or(3) The person holding the right to use the previously filed name described in subsection (b) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent.(d) Each foreign limited partnership shall continuously maintain in this state:
(1) A registered office which may but need not be a place of its business in this state; and(2) A registered agent who maintains an office at the same street address as the registered office, and who may be:
(A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or(B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.(e) A foreign limited partnership authorized to transact business in this state may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:
(1) Its name;(2) The street address, including the zip code, of its current registered office;(3) If the current registered office is to be changed, the street address, including the zip code, of its new registered office and the county in which the office is located;(4) The name of its current registered agent;(5) If the current registered agent is to be changed, the name of its new registered agent; and(6) That after the change or changes are made, the street addresses, including zip codes, of its registered office and the business office of its registered agent will be identical.(f) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any foreign limited partnership for which he is a registered agent by notifying the limited partnership in writing of the change and signing (either manually or in facsimile) and delivering to the secretary of state for filing a statement of change that complies with the requirements of subsection (e) and recites that the limited partnership has been notified of the change.(g) Each foreign limited partnership authorized to transact business in this state shall comply with § 61-2-104(e).(h) The registered agent of a foreign limited partnership may resign his agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by his certification that he has mailed a copy thereof to the principal office of the limited partnership by certified mail. The statement or resignation may include a statement that the registered office is also discontinued. The agency appointment is terminated, and the registered office discontinued if so provided, on the date on which the statement is filed by the secretary of state.
