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

Ask a business law question, get an answer ASAP!
Thousands of highly rated, verified business lawyers.
Click here to chat with a lawyer about your rights.

Terms Used In Tennessee Code 61-2-1209

  • Certificate of limited partnership: means the certificate referred to in §. See Tennessee Code 61-2-101
  • 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 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.
  • 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) A certificate of existence or registration sets forth:

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

(A) The domestic limited partnership is a limited partnership formed under the laws of this state, and the effective date of the filing of its initial certificate of limited partnership; or
(B) The foreign limited partnership is a limited 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 existence or registration of the domestic or foreign limited partnership;
(4) That:

(A) Neither a certificate of cancellation nor a decree of judicial dissolution has been filed for a domestic limited partnership; or
(B) A certificate of cancellation has not been filed for a foreign limited partnership;
(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 limited partnership has been formed or is registered to transact business in this state, that the domestic limited partnership’s certificate of limited partnership has not been cancelled, and that the domestic or foreign limited partnership is in good standing as far as the records of the secretary of state show.
  Previous section
Next section  
 Part 12 Contents