(a) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic registered limited liability partnership or a certificate of registration for a foreign registered limited liability partnership registered to transact business in this state.

Terms Used In Tennessee Code 61-1-1006

  • Business: means every trade, occupation, and profession and any other activity, including the holding or ownership of property, entered into for profit. See Tennessee Code 61-1-101
  • domestic: means a partnership that has filed an application for registration as a registered limited liability partnership under §. See Tennessee Code 61-1-101
  • 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.
  • foreign: means a partnership that:
    (A) Is formed under the laws of any jurisdiction other than the state of Tennessee. See Tennessee Code 61-1-101
  • Partnership: means an association of two (2) or more persons to carry on as co-owners of a business or other undertaking for profit formed under §. See Tennessee Code 61-1-101
  • 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, corporation, limited liability company, business trust, estate, trust, partnership (whether general or limited), association, joint venture, government, governmental subdivision, agency, or instrumentality, custodian, nominee or any other individual or entity in its own or any representative capacity, or any other legal or commercial entity. See Tennessee Code 61-1-101
  • 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
  • Secretary of state: means the secretary of state of Tennessee. See Tennessee Code 61-1-101
  • State: means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States. See Tennessee Code 61-1-101
(b) A certificate of existence or registration sets forth:

(1) The domestic registered limited liability partnership’s name or the foreign registered limited liability partnership’s name used in this state;
(2) That:

(A) The domestic registered limited liability partnership is a limited liability partnership registered under the laws of this state, and the effective date of the filing of its initial application for registration as a registered limited liability partnership; or
(B) The foreign registered limited liability partnership is a limited liability partnership registered to transact business in this state;
(3) That all fees, taxes and penalties owed to this state have been paid, if:

(A) Payment is reflected in the records of the secretary of state or the department of revenue; and
(B) Nonpayment affects the registration of the domestic or foreign registered limited liability partnership;
(4) Whether or not the registration of a domestic or foreign registered limited liability partnership as such remains effective;
(5) That the certificate of existence or registration is effective as of the date of the issuance of the certificate; and
(6) Other facts of record in the office of the secretary of state that may be requested by the applicant.
(c) Subject to any qualifications stated in the certificate, a certificate of existence or registration issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign registered limited liability partnership is registered as a domestic registered limited liability partnership or is registered to transact business in this state as a foreign registered limited liability partnership and is in good standing as far as the records of the secretary of state show.
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