(a) A registered agent may resign as an agent for a limited partnership or registered foreign limited partnership by delivering to the secretary of state for filing a statement of resignation that states:

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Terms Used In Tennessee Code 61-3-117

  • Active and in good standing as reflected in the records of the secretary of state: means a corporation, limited liability company, or partnership that is in existence, registered or authorized to transact business in this state as reflected in the records of the secretary of state. See Tennessee Code 61-3-101
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • 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.
  • Principal office: means the principal executive office of a limited partnership or foreign limited partnership, whether or not the office is located in this state. See Tennessee Code 61-3-101
  • Registered foreign limited partnership: means a foreign limited partnership that is registered to do business in this state pursuant to a statement of registration filed by the secretary of state. See Tennessee Code 61-3-101
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Tennessee Code 61-3-101
(1) The name of the limited partnership or registered foreign limited partnership;
(2) The name of the agent;
(3) That the agent resigns from serving as registered agent for the limited partnership or registered foreign limited partnership; and
(4) A certification that the registered agent has mailed a copy of the statement to the principal office of the limited partnership by certified mail.
(b) The agency appointment is terminated, and the registered office discontinued if so provided, on the date on which the statement is filed by the secretary of state. When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the limited partnership or registered foreign limited partnership. The resignation does not affect any contractual rights the limited partnership or registered foreign limited partnership has against the agent or that the agent has against the limited partnership or registered foreign limited partnership.
(c) A registered agent may resign with respect to a limited partnership or registered foreign limited partnership whether or not the limited partnership or registered foreign limited partnership is active and in good standing as reflected in the records of the secretary of state.
(d) If a registered agent resigns or is unable to perform its duties, the designating limited partnership must, not later than sixty (60) days after the resignation or discovery that the agent is unable to perform its duties, designate another registered agent to the end that it shall at all times have a registered agent in this state.
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