(a) If a document delivered to the office of the secretary of state for filing satisfies the requirements of § 61-2-1101, the secretary of state shall file it.
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Terms Used In Tennessee Code 61-2-1106

  • Foreign limited partnership: includes a partnership formed under the laws of any jurisdiction other than the state of Tennessee and having as partners one (1) or more general partners and one (1) or more limited partners. 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.
  • 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
  • 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
  • written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105
(b) The secretary of state files a document by stamping or otherwise endorsing “Filed,” together with his name and official title and the date and time of receipt, on such document. After filing a document, the secretary of state shall deliver the document, with the filing fee receipt (or acknowledgement of receipt if no fee is required) attached, to the domestic or foreign limited partnership or its representative in due course. A domestic or foreign limited partnership or its representative may present to the secretary of state an exact or conformed copy of the document presented for filing, together with such document, and, in that event, the secretary of state shall stamp or otherwise endorse the exact or conformed copy filed, together with his name and official title and the date and time of receipt, and immediately return the exact or conformed copy to the party filing the original of such document.
(c) If the secretary of state refuses to file a document, he shall return it to the domestic or foreign limited partnership or its representative within a reasonable time after the document was received for filing, together with a brief, written explanation of the reason for his refusal.
(d) The secretary of state’s duty to file documents under this section is ministerial. His filing or refusing to file a document does not:

(1) Affect the validity or invalidity of the document in whole or in part;
(2) Relate to the correctness or incorrectness of information contained in the document;
(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect; or
(4) Establish that a document purporting to be an exact or conformed copy pursuant to subsection (b) is an exact or conformed copy.
(e) Any limited partnership document that meets the requirements of parts 1, 2, and 9 of this chapter for filing and recording, and all applicable rules, must be received, filed, and recorded by the appropriate office, notwithstanding any contrary requirements found in any other laws of this state.
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