(a) A limited partnership is dissolved and its affairs shall be wound up upon the first to occur of the following:

Terms Used In Tennessee Code 61-2-801

  • Event of withdrawal of a general partner: means an event that causes a person to cease to be a general partner as provided in §. See Tennessee Code 61-2-101
  • General partner: means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and is so named in the certificate of limited partnership or similar instrument under which the limited partnership is organized, if so required. See Tennessee Code 61-2-101
  • Partner: means a limited or general partner. 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
  • written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105
(1) At the time or upon the happening of events specified in the partnership agreement;
(2) Written consent of all partners;
(3) In the event of withdrawal of a general partner, unless at the time there is at least one (1) other general partner and the partnership agreement permits the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within ninety (90) days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment, effective as of the date of withdrawal, of one (1) or more additional general partners if necessary or desired; or
(4) Entry of a decree of judicial dissolution under § 61-2-802.
(b) Upon dissolution of the limited partnership, a certificate of cancellation must be filed pursuant to § 61-2-203.
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