(a) A domestic limited partnership may convert to a different type of entity under this section and §§ 61-3-1112” 61-3-1115 by approving a plan of conversion. The plan must be in a record and contain:

Terms Used In Tennessee Code 61-3-1111

  • Conversion: means a transaction authorized by §. See Tennessee Code 61-3-1101
  • Converted entity: means the converting entity as the converting entity continues in existence after a conversion. See Tennessee Code 61-3-1101
  • 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.
  • Organic rules: means the public organic record and private organic rules of an entity. See Tennessee Code 61-3-1101
  • 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.
  • Plan: means a plan of merger, plan of conversion, or plan of domestication. See Tennessee Code 61-3-1101
  • Plan of conversion: means a plan under §. See Tennessee Code 61-3-1101
  • Property: means all property, whether real, personal, mixed, or tangible or intangible, or any right or interest in such property. See Tennessee Code 61-3-101
  • Record: when used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. 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
  • Type of entity: means a generic form of entity:
    (A) Recognized at common law. See Tennessee Code 61-3-1101
(1) The name of the converting limited partnership;
(2) The name, jurisdiction of formation, and type of entity of the converted entity;
(3) The manner of converting the interests in the converting limited partnership into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4) The proposed public organic record of the converted entity if it will be a filing entity;
(5) The private organic rules of the converted entity that are proposed to be in a record when the conversion is effective;
(6) Any other terms and conditions of the conversion not otherwise set forth in the private organic rules of the converting limited partnership or the law of this state; and
(7) Any other provision required by the law of this state or the partnership agreement of the converting limited partnership.
(b) In addition to the requirements of subsection (a), a plan of conversion may contain any other provision not prohibited by law.