(a) Each registered limited liability partnership, including foreign registered limited liability partnerships, must continuously maintain in this state:

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Terms Used In Tennessee Code 61-1-1002

  • Business: means every trade, occupation, and profession and any other activity, including the holding or ownership of property, entered into for profit. See Tennessee Code 61-1-101
  • Code: includes the Tennessee Code and all amendments and revisions to the code and all additions and supplements to the code. See Tennessee Code 1-3-105
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • domestic: means a partnership that has filed an application for registration as a registered limited liability partnership under §. See Tennessee Code 61-1-101
  • foreign: means a partnership that:
    (A) Is formed under the laws of any jurisdiction other than the state of Tennessee. See Tennessee Code 61-1-101
  • 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: means an association of two (2) or more persons to carry on as co-owners of a business or other undertaking for profit formed under §. See Tennessee Code 61-1-101
  • Secretary of state: means the secretary of state of Tennessee. See Tennessee Code 61-1-101
  • State: means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States. See Tennessee Code 61-1-101
  • Statement: means a statement of partnership authority under §. See Tennessee Code 61-1-101
(1) A registered office that may be the same as any of its places of business in this state; and
(2) A registered agent who maintains an office at the same street address as the registered office, and who may be:

(A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or
(B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(b) If a registered agent resigns or is unable to perform such agent’s duties, the registered limited liability partnership shall promptly designate another registered agent to the end that it shall at all times have a registered agent in this state.
(c) A registered limited liability partnership may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:

(1) The name of the registered limited liability partnership;
(2) If the current registered office is to be changed, the street address of the new registered office and the zip code for such office and the county in which the office is located;
(3) If its current registered agent is to be changed, the name or title of its new registered agent; and
(4) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
(d) If a registered agent changes the street address of such registered agent’s business office, such registered agent may change the street address of the registered office of any registered limited liability partnership for which such registered agent is the registered agent by notifying the registered limited liability partnership in writing of the change and signing (either manually or in facsimile) and delivering to the secretary of state for filing a statement that complies with the requirements of subsection (a), and recites that the registered limited liability partnership has been notified of the change.
(e) A registered agent of a registered limited liability partnership may resign such agent’s agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by such agent’s certification that such agent has mailed a copy thereof to the principal office of the registered limited liability partnership by certified mail. The statement may include a statement that the registered office is also discontinued.
(f) 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.
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