(a) On request of any person, the secretary of state must issue a certificate of existence for a limited partnership or a certificate of registration for a registered foreign limited partnership.
Terms Used In Tennessee Code 61-3-210
Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
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
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
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
(b) A certificate under subsection (a) must state:
(1) The limited partnership’s name or the registered foreign limited partnership’s name used in this state;(2) In the case of a limited partnership:
(A) That a certificate of limited partnership has been filed and has taken effect;(B) The date the certificate became effective;(C) The period of the partnership’s duration if the records of the secretary of state reflect that its period of duration is less than perpetual; and(D) That:
(i) No statement of administrative dissolution, or statement of termination has been filed; and(ii) The records of the secretary of state do not otherwise reflect that the partnership has been dissolved or terminated;(3) In the case of a registered foreign limited partnership, that the registered foreign limited partnership is registered to do business in this state;(4) That all fees, taxes, interest, and penalties owed to this state by the limited partnership or the foreign limited partnership have been paid, if:
(A) Payment is reflected in the records of the secretary of state; and(B) Nonpayment affects the existence or registration of the limited partnership or foreign limited partnership; and(5) Other facts reflected in the records of the secretary of state pertaining to the limited partnership or foreign limited partnership that the person requesting the certificate reasonably requests.(c) Subject to any qualification stated in the certificate, a certificate issued by the secretary of state under subsection (a) may be relied on as conclusive evidence of the facts stated in the certificate.
