(a) A dissolved limited partnership may publish notice of the limited partnership’s dissolution and request persons having claims against the partnership to present them in accordance with the notice.
Terms Used In Tennessee Code 61-3-807
Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
Code: includes the Tennessee Code and all amendments and revisions to the code and all additions and supplements to the code. See Tennessee Code 1-3-105
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
Principal office: means the principal executive office of a limited partnership or foreign limited partnership, whether or not the office is located in this state. 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
(b) A notice under subsection (a) must:
(1) Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited partnership’s principal office is located or, if the principal office is not located in this state, in the county in which the office of the partnership’s registered agent is or was last located;(2) Describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address, including zip code, to which the claim is to be sent;(3)State that a claim against the partnership is barred unless an action to enforce the claim is commenced not later than two (2) years after publication of the notice; and(4) Unless the partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership also bars any corresponding claim against any general partner or person dissociated as a general partner that is based on § 61-3-404.(c) If a dissolved limited partnership publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the partnership not later than two (2) years after the publication date of the notice:
(1) A claimant that did not receive notice in a record under § 61-3-806;(2) A claimant whose claim was timely sent to the limited partnership but not acted on; and(3) A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.(d) A claim not barred under this section or § 61-3-806 may be enforced:
(1) Against the dissolved limited partnership, to the extent of the limited partnership’s undistributed assets;(2) Except as otherwise provided in § 61-3-808, if assets of the limited partnership have been distributed after dissolution, against a partner or transferee to the extent of that person’s proportionate share of the claim or of the limited partnership’s assets distributed to the partner or transferee after dissolution, whichever is less, but a person’s total liability for all claims under this subdivision (d)(2) must not exceed the total amount of assets distributed to the person after dissolution; and(3) Against any person liable on the claim under §§ 61-3-404 and 61-3-607.
