(a) To register to do business in this state, a foreign limited partnership must submit to the secretary of state:
Terms Used In Tennessee Code 61-3-1003
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
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.
Letter of good standing from the department of revenue: means a letter issued by the department of revenue that a corporation, limited liability company, limited liability partnership, or limited partnership is current on all fees, taxes, and penalties to the satisfaction of the commissioner. See Tennessee Code 61-3-101
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.
Principal office: means the principal executive office of a limited partnership or foreign limited partnership, whether or not the office is located in this state. See Tennessee Code 61-3-101
State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Tennessee Code 61-3-101
United States: includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
(1) An original copy executed by a general partner of an application for registration as a foreign limited partnership, setting forth:
(A) The name of the foreign limited partnership and, if different, the name under which the foreign limited partnership proposes to register and do business in this state;(B) The jurisdiction where organized, the date of the foreign limited partnership’s organization and a statement from a general partner that, as of the date of filing, the foreign limited partnership validly exists as a limited partnership under the laws of the jurisdiction of the foreign limited partnership’s organization;(C) The street address and zip code of the foreign limited partnership’s registered office in this state, and a mailing address such as a post office box if the United States postal service does not deliver to the principal office; the county in which that office is located; and the name of the foreign limited partnership’s registered agent at that office;(D) The street address, including the zip code, of the foreign limited partnership’s principal office, and a mailing address such as a post office box if the United States postal service does not deliver to the principal office;(E) The name and business, residence, or mailing address and zip code of each of the general partners;(F) The date on which the foreign limited partnership first did, or intends to do, business in this state; and(G) Any additional information required by the secretary of state;(2) With the completed application, a certificate of existence, or a document of similar import, duly authenticated by the secretary of state or other official having custody of limited partnership records in the jurisdiction under whose law it is formed. The certificate must not bear a date of more than two (2) months prior to the date the application is filed in this state; and(3) A fee as set forth in § 61-3-1205.(b) If the secretary of state determines upon registration that a foreign limited partnership has been doing business in this state for a period of one (1) year or more prior to applying for registration, then the secretary of state must not file the registration until the foreign limited partnership submits a letter of good standing from the department of revenue.
