(a) If a person required by § 61-2-204 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition a court of record to direct the execution of the certificate. If the court finds that the execution of the certificate is proper and that any person so designated has failed or refused to execute the certificate, it shall order the secretary of state to record an appropriate certificate.

Terms Used In Tennessee Code 61-2-205

  • 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.
  • Court of record: means a court of equity jurisdiction in the county where the partnership maintains its registered office, or if it maintains no registered office in any county, then in a court of equity jurisdiction in Davidson County. See Tennessee Code 61-2-101
  • 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.
  • Partnership agreement: means any agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. See Tennessee Code 61-2-101
  • Person: means a natural person, a foreign or domestic partnership (whether general or limited), trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity. See Tennessee Code 61-2-101
  • 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
  • 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
(b) If a person required to execute a partnership agreement, amendment or cancellation thereof fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the court of record to direct the execution of the partnership agreement, amendment or cancellation thereof. If the court finds that the partnership agreement, amendment or cancellation thereof should be executed and that any person so designated has failed or refused to do so, it shall enter an order granting appropriate relief.
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