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.
Fraud: Intentional deception resulting in injury to another.
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
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) Has actual knowledge of it; or(2) Is deemed to know it under law other than this chapter.(b) A person has notice of a fact if the person:
(1) Has reason to know the fact from all the facts known to the person at the time in question; or(2) Is deemed to have notice of the fact under subsection (c) or (d).(c) A certificate of limited partnership filed with the secretary of state is notice that the partnership is a limited partnership and that the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (d), the certificate is not notice of any other fact not set out in this subsection (c).(d) A person who is not a partner, is deemed to have notice of:
(1) A person’s dissociation as a general partner the earlier of:
(A) Ninety (90) days after an amendment to the certificate of limited partnership stating that the other person has dissociated becomes effective; or(B) Ninety (90) days after a statement of dissociation pertaining to the other person becomes effective;(2) A limited partnership’s:
(A) Dissolution ninety (90) days after an amendment to the certificate of limited partnership stating that the limited partnership is dissolved becomes effective; termination ninety (90) days after a statement of termination under § 61-3-802(b)(1)(B) becomes effective; and(B) Participation in a merger, conversion, or domestication, ninety (90) days after articles of merger, conversion, or domestication under part 11 of this chapter become effective.(e) Subject to § 61-3-209(f), a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.(f) A general partner’s knowledge or notice of a fact relating to the limited partnership is effective immediately as knowledge of or notice to the partnership, except in the case of a fraud on the partnership committed by or with the consent of the general partner. A limited partner‘s knowledge or notice of a fact relating to the partnership is not effective as knowledge of or notice to the partnership.
