(a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership‘s business, but on application of any partner, partner’s legal representative, or transferee, a court of equity jurisdiction in the county where the partnership‘s chief executive office is or was last located, for good cause shown, may order judicial supervision of the winding up.

Terms Used In Tennessee Code 61-1-803

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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
  • 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.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • 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
  • Property: means all property, real, personal, or mixed, tangible or intangible, or any interest therein. See Tennessee Code 61-1-101
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • 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
  • Transfer: means an assignment, conveyance, lease, mortgage, deed, and encumbrance. See Tennessee Code 61-1-101
(b) The legal representative of the last surviving partner may wind up a partnership’s business.
(c) A person winding up a partnership’s business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership’s business, dispose of and transfer the partnership’s property, discharge the partnership’s liabilities, distribute the assets of the partnership pursuant to § 61-1-807, settle disputes by mediation or arbitration, and perform other necessary acts.
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