(a) A limited partnership may rescind its dissolution, unless a statement of termination applicable to the partnership has become effective, the court of record has entered an order under § 61-3-801(a)(6) dissolving the partnership, or the secretary of state has dissolved the partnership under § 61-3-811.

Terms Used In Tennessee Code 61-3-803

  • 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.
  • 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.
  • 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
  • Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
  • 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) Rescinding dissolution under this section requires:

(1) The affirmative vote or consent of each partner; and
(2) If the limited partnership has delivered to the secretary of state for filing an amendment to the certificate of limited partnership stating that the limited partnership is dissolved and:

(A) The amendment has not become effective, delivery to the secretary of state for filing of a statement of withdrawal applicable to the amendment; or
(B) The amendment has become effective, delivery to the secretary of state for filing of an amendment to the certificate of limited partnership stating that dissolution has been rescinded under this section.
(c) If a limited partnership rescinds its dissolution:

(1) The limited partnership resumes carrying on the limited partnership’s activities and affairs as if dissolution had never occurred;
(2) Subject to subdivision (c)(3), any liability incurred by the limited partnership after the dissolution and before the rescission has become effective is determined as if dissolution had never occurred; and
(3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission shall not be adversely affected.
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