(a) A dissolved limited partnership may also publish notice of its dissolution and request that persons with claims against the limited partnership present them in accordance with the notice.
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Terms Used In Tennessee Code 61-2-806

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Limited partner: means a person who has been admitted to a limited partnership as a limited partner as provided in §. See Tennessee Code 61-2-101
  • Partner: means a limited or general partner. 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
  • written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105
(b) The notice must:

(1) Be published one (1) time in a newspaper of general circulation in the county where the dissolved limited partnership’s principal office (or, if none in this state, its registered office) is or was last located;
(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(3) State that a claim against the limited partnership will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice.
(c) If the dissolved limited partnership publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited partnership within two (2) years after the publication date of the newspaper notice:

(1) A claimant who did not receive written notice under § 61-2-805;
(2) A claimant whose claim was timely sent to the dissolved limited partnership but not acted on;
(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim may be enforced under this section:

(1) Against the dissolved limited partnership, to the extent of its undistributed assets; or
(2) If the assets have been distributed in liquidation, against a limited partner of the dissolved limited partnership to the extent of his pro rata share of the claim or the limited partnership assets distributed to him in liquidation, whichever is less, but a limited partner‘s total liability for all claims under this section may not exceed the total amount of assets distributed to him.
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