Part 1 General Provisions 61-3-101 – 61-3-121
Part 2 Formation; Certificate of Limited Partnership and Filings 61-3-201 – 61-3-211
Part 3 Limited Partners 61-3-301 – 61-3-306
Part 4 General Partners 61-3-401 – 61-3-409
Part 5 Contributions and Distributions 61-3-501 – 61-3-505
Part 6 Dissociation 61-3-601 – 61-3-607
Part 7 Transferable Interests and Rights of Transferees and Creditors 61-3-701 – 61-3-704
Part 8 Dissolution 61-3-801 – 61-3-815
Part 9 Actions by Partners 61-3-901 – 61-3-906
Part 10 Foreign Limited Partnerships 61-3-1001 – 61-3-1014
Part 11 Merger and Conversion 61-3-1101 – 61-3-1115
Part 12 Miscellaneous Provisions 61-3-1201 – 61-3-1207

Terms Used In Tennessee Code > Title 61 > Chapter 3 - Tennessee Uniform Limited Partnership Act of 2017

  • Active and in good standing as reflected in the records of the secretary of state: means a corporation, limited liability company, or partnership that is in existence, registered or authorized to transact business in this state as reflected in the records of the secretary of state. See Tennessee Code 61-3-101
  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • 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.
  • Appraisal: A determination of property value.
  • Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
  • Articles of conversion: means articles under §. See Tennessee Code 61-3-1101
  • Articles of merger: means articles under §. See Tennessee Code 61-3-1101
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
  • Bequest: Property gifted by will.
  • 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
  • Commission: means the Tennessee second look commission. See Tennessee Code 37-3-802
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Contract: A legal written agreement that becomes binding when signed.
  • 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
  • Converting entity: means the domestic entity that approves a plan of conversion pursuant to §. See Tennessee Code 61-3-1101
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Decedent: A deceased person.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Dependent: A person dependent for support upon another.
  • Devise: To gift property by will.
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Distributional interest: means the right under an unincorporated entity's organic law and organic rules to receive distributions from the entity. See Tennessee Code 61-3-1101
  • Docket: A log containing brief entries of court proceedings.
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • 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.
  • Fiduciary: A trustee, executor, or administrator.
  • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
  • Foreign limited liability limited partnership: means a foreign limited partnership whose general partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to §. See Tennessee Code 61-3-101
  • Fraud: Intentional deception resulting in injury to another.
  • General partner: means a person that:

    1. Has become a general partner under §. See Tennessee Code 61-3-101
    2. Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
    3. Good standing with the department of revenue: means the secretary of state has received and verified through electronic confirmation or a certificate of tax clearance issued by the commissioner of revenue that a corporation, limited liability company, limited liability partnership, or limited partnership is current on all fees, taxes, and penalties to the satisfaction of the commissioner. See Tennessee Code 61-3-101
    4. Governance interest: means a right under the organic law or organic rules of an unincorporated entity, other than as a governor, agent, assignee, or proxy, to:

      Receive or demand access to information concerning, or the books and records of, the entity. See Tennessee Code 61-3-1101

    5. Governor: means :

      A director of a business corporation. See Tennessee Code 61-3-1101

    6. Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
    7. Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
    8. Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
    9. Inter vivos: Transfer of property from one living person to another living person.
    10. Interest: means :

      A share in a business corporation. See Tennessee Code 61-3-1101

    11. Interest holder: means :

      A shareholder of a business corporation. See Tennessee Code 61-3-1101

    12. Interest holder liability: means :

      Personal liability for a liability of an entity that is imposed on a person:

      Solely by reason of the status of the person as an interest holder. See Tennessee Code 61-3-1101

    13. Investigatory meetings: means commission meetings where information made confidential pursuant to state or federal law is examined by the commission or information is being discussed that is relevant to a pending criminal action. See Tennessee Code 37-3-802
    14. 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.
    15. Jurisdiction of formation: means the jurisdiction whose laws govern the internal affairs of an entity. See Tennessee Code 61-3-101
    16. Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
    17. Letter of good standing from the department of revenue: means a letter issued by the department of revenue that a corporation, limited liability company, limited liability partnership, or limited partnership is current on all fees, taxes, and penalties to the satisfaction of the commissioner. See Tennessee Code 61-3-101
    18. Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
    19. Lien: A claim against real or personal property in satisfaction of a debt.
    20. Limited partner: means a person that:

      1. Has become a limited partner under §. See Tennessee Code 61-3-101
      2. Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
      3. Merger: means a transaction authorized by §. See Tennessee Code 61-3-1101
      4. Merging entity: means an entity that is a party to a merger and exists immediately before the merger becomes effective. See Tennessee Code 61-3-1101
      5. Month: means a calendar month. See Tennessee Code 1-3-105
      6. Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
      7. Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
      8. Organic law: means the law of an entity's jurisdiction of formation governing the internal affairs of the entity. See Tennessee Code 61-3-1101
      9. Organic rules: means the public organic record and private organic rules of an entity. See Tennessee Code 61-3-1101
      10. Oversight: Committee review of the activities of a Federal agency or program.
      11. Partner: means a limited partner or general partner. See Tennessee Code 61-3-101
      12. 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.
      13. Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
      14. 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
      15. Personal property: All property that is not real property.
      16. Personal property: includes money, goods, chattels, things in action, and evidences of debt. See Tennessee Code 1-3-105
      17. Personal representative: when applied to those who represent a decedent, includes executors and administrators, unless the context implies heirs and distributees. See Tennessee Code 1-3-105
      18. Plaintiff: The person who files the complaint in a civil lawsuit.
      19. Plan: means a plan of merger, plan of conversion, or plan of domestication. See Tennessee Code 61-3-1101
      20. Plan of conversion: means a plan under §. See Tennessee Code 61-3-1101
      21. Plan of merger: means a plan under §. See Tennessee Code 61-3-1101
      22. Pleadings: Written statements of the parties in a civil case of their positions. In the federal courts, the principal pleadings are the complaint and the answer.
      23. Power of attorney: A written instrument which authorizes one person to act as another's agent or attorney. The power of attorney may be for a definite, specific act, or it may be general in nature. The terms of the written power of attorney may specify when it will expire. If not, the power of attorney usually expires when the person granting it dies. Source: OCC
      24. 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
      25. Probation: A sentencing alternative to imprisonment in which the court releases convicted defendants under supervision as long as certain conditions are observed.
      26. Property: includes both personal and real property. See Tennessee Code 1-3-105
      27. 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
      28. Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
      29. Protected agreement: means :

        A record evidencing indebtedness and any related agreement in effect on the date the entity becomes subject to this chapter pursuant to §. See Tennessee Code 61-3-1101

      30. Public defender: Represent defendants who can't afford an attorney in criminal matters.
      31. Quorum: The number of legislators that must be present to do business.
      32. Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in a perceivable form. See Tennessee Code 1-3-105
      33. 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
      34. Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. Source: FDIC
      35. Registered agent: means an agent of a limited partnership or foreign limited partnership who is authorized to receive service of any process or notice required or permitted by law to be served on the partnership. See Tennessee Code 61-3-101
      36. Registered foreign entity: means a foreign entity that is registered to do business in this state pursuant to a record filed by the secretary of state. See Tennessee Code 61-3-1101
      37. 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
      38. Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
      39. Reporter: Makes a record of court proceedings and prepares a transcript, and also publishes the court's opinions or decisions (in the courts of appeals).
      40. Representative: when applied to those who represent a decedent, includes executors and administrators, unless the context implies heirs and distributees. See Tennessee Code 1-3-105
      41. Required information: means the information that a limited partnership is required to maintain under §. See Tennessee Code 61-3-101
      42. 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.
      43. right of contribution: means property or a benefit described in §. See Tennessee Code 61-3-101
      44. Service of process: The service of writs or summonses to the appropriate party.
      45. Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
      46. Sign: means , with present intent to authenticate or adopt a record:

        1. To execute or adopt a tangible symbol. See Tennessee Code 61-3-101
        2. signed: includes a mark, the name being written near the mark and witnessed, or any other symbol or methodology executed or adopted by a party with intention to authenticate a writing or record, regardless of being witnessed. See Tennessee Code 1-3-105
        3. State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
        4. 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
        5. Statute: A law passed by a legislature.
        6. Subpoena: A command to a witness to appear and give testimony.
        7. Subscription: includes a mark, the name being written near the mark and witnessed. See Tennessee Code 1-3-105
        8. Surviving entity: means the entity that continues in existence after or is created by a merger. See Tennessee Code 61-3-1101
        9. Temporary restraining order: Prohibits a person from an action that is likely to cause irreparable harm. This differs from an injunction in that it may be granted immediately, without notice to the opposing party, and without a hearing. It is intended to last only until a hearing can be held.
        10. Testify: Answer questions in court.
        11. Transfer: includes :

          1. An assignment. See Tennessee Code 61-3-101
          2. Trustee: A person or institution holding and administering property in trust.
          3. Type of entity: means a generic form of entity:

            Recognized at common law. See Tennessee Code 61-3-1101

          4. United States: includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
          5. Writ: A formal written command, issued from the court, requiring the performance of a specific act.
          6. written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105
          7. Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105