(a) Each limited partnership must continuously maintain in this state:

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Terms Used In Tennessee Code 61-2-104

  • 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.
  • 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.
  • 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
(1) A registered office, which may but need not be a place of its 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) A limited 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 limited partnership;
(2) The street address of its current registered office;
(3) If the current registered office is to be changed, the street address of the new registered office and zip code for such office, and the county in which the office is located;
(4) The name of its current registered agent;
(5) If the current registered agent is to be changed, the name of the new registered agent; and
(6) That after the change or changes are made, the street address of its registered office and the business office of its registered agent will be identical.
(c) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any limited partnership for which he is the registered agent by notifying the limited 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 (b) and recites that the limited partnership has been notified of the change.
(d) A registered agent may resign his agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by his certification that he has mailed a copy thereof to the principal office of the limited partnership by certified mail. The statement may include a statement that the registered office is also discontinued. 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.
(e) If a registered agent resigns or is unable to perform his duties, the designating limited partnership shall promptly designate another registered agent to the end that it shall at all times have a registered agent in this state.
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