(a) When a registered foreign limited partnership has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the secretary of state to do business in this state, the foreign entity shall deliver to the secretary of state for filing an application for transfer of registration. The application must state:
Terms Used In Tennessee Code 61-3-1008
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.
Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
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.
Jurisdiction of formation: means the jurisdiction whose laws govern the internal affairs of an entity. See Tennessee Code 61-3-101
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
Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
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 an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Tennessee Code 61-3-101
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
Registered foreign limited partnership: means a foreign limited partnership that is registered to do business in this state pursuant to a statement of registration filed by the secretary of state. See Tennessee Code 61-3-101
signed: includes a mark, the name being written near the mark and witnessed, or any other symbol or methodology executed or adopted by a party with intention to authenticate a writing or record, regardless of being witnessed. See Tennessee Code 1-3-105
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
(1) The name of the registered foreign limited partnership before the merger or conversion;(2) That, before the merger or conversion, the registration pertained to a foreign limited partnership;(3) The name of the applicant foreign entity into which the foreign limited partnership has merged or to which it has been converted and, if the name does not comply with § 61-3-112, an alternate name adopted pursuant to § 61-3-1006(a);(4) The type of entity of the applicant foreign entity, its jurisdiction of formation, the date of its formation, its duration (if other than perpetual), and the date its fiscal year closes;(5) The street addresses, including zip code, of the principal office of the applicant foreign entity and if the law of the entity’s jurisdiction of formation requires the entity to maintain an office in that jurisdiction, the street address of that office;(6) The name and street address, including zip code, of the applicant foreign entity’s registered agent in this state;(7) If the United States postal service does not deliver mail to any of the street addresses listed in the application, a mailing address, including zip code, to which mail may be delivered;(8) The date the applicant foreign entity commenced doing business in this state;(9) If the applicant foreign entity is a limited liability company:
(A) Whether it is manager managed, member managed, director managed, or board managed;(B) If it has more than six (6) members at the date of the filing of the application, the number of members of the limited liability company at the date of the filing of the application; and(C) If § 48-249-309(i) is applicable to the foreign limited liability company, the information required by § 48-249-309(i);(10) If the applicant foreign entity is a corporation:
(A) The name and address, including city, state, and zip code, of each of its current officers;(B) The name and address, including city, state, and zip code, of each of its current directors;(C) A statement that it is (or is not, as the case may be) a corporation for profit; and(D) Any additional designation, such as bank, captive insurance company, credit union, for-profit benefit corporation, insurance company, litigation financier, Massachusetts trust, professional corporation, or trust company;(11) If the applicant foreign entity is a limited partnership, the name and address, including city, state, and zip code, of each of its current general partners; and(12) If the application is not to become effective immediately upon filing, the date (not later than ninety (90) days after the date of filing) and time the application is to become effective.(b) The applicant foreign entity shall deliver with the completed application a certificate of existence, or document of similar import, duly authenticated by the secretary of state or other official having custody of business entity records in the jurisdiction of the applicant foreign entity’s formation. The certificate shall not bear a date more than two (2) months prior to the date the application is filed in this state.(c) If the applicant foreign entity is a limited liability company that elects to be registered as an obligated member entity pursuant to § 48-217-101(f), the application must:
(1)State that the limited liability company elects to be registered as an obligated member entity;(2) State the effective date of this registration;(3) State that the signer understands that this election will cause the members of the limited liability company to become liable for the debts, obligations, and liabilities of the limited liability company to the same extent as a partner of a general partnership; and(4) Be accompanied by an obligated member addendum in the form prescribed by the secretary of state and signed by each person or entity that is a member of the limited liability company at the date of the filing of the application.(d) If the secretary of state determines upon application that the applicant foreign entity has been transacting business in this state without a certificate of authority for a period of one (1) year or more, then the secretary of state shall not file the application until the applicant foreign entity submits a letter of good standing from the department of revenue.(e) When an application for transfer of registration takes effect, the registration of the foreign limited partnership to do business in this state is transferred without interruption to the foreign entity into which the partnership has merged or to which it has been converted.
