(a) Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners.

Terms Used In Tennessee Code 61-3-301

  • Limited partner: means a person that:
    (A) Has become a limited partner under §. See Tennessee Code 61-3-101
  • Partner: means a limited partner or general partner. 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.
  • 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
(b) After formation, a person becomes a limited partner:

(1) As provided in the partnership agreement;
(2) As the result of a transaction effective under part 11 of this chapter;
(3) With the affirmative vote or consent of all the partners; or
(4) As provided in § 61-3-801(a)(4) or (a)(5).
(c) A person may become a limited partner without:

(1) Acquiring a transferable interest; or
(2) Making or being obligated to make a contribution to the limited partnership.