(a)

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Terms Used In Tennessee Code 61-3-1207

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • 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.
  • Record: when used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. 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) This chapter applies to:

(A) Every domestic limited partnership formed on or after January 1, 2018;
(B) Any domestic limited partnership that was formed prior to January 1, 2018, and that has elected to be governed by this chapter pursuant to subsection (b); and
(C) The outstanding and future interests in the respective domestic limited partnerships described in subdivisions (a)(1)(A) and (B).
(2) If there are other specific statutory provisions that govern the formation of, impose restrictions or requirements on, confer special powers, privileges or authorities on or fix special procedures or methods for special categories of limited partnerships, then, to the extent those provisions are inconsistent with or different from this chapter, those provisions prevail.
(b)

(1) On or after January 1, 2018, a domestic limited partnership formed prior to January 1, 2018, under the Tennessee Uniform Limited Partnership Act of 1988, compiled in chapter 2 of this title, may voluntarily elect to be governed by this chapter by amending its certificate of limited partnership to include the statement “This limited partnership elects to be governed by the Tennessee Uniform Limited Partnership Act of 2017,” or a statement of like import. The election and amendment to the certificate of limited partnership is not effective unless it has been approved in a record by:

(A) All general partners; and
(B) The limited partners or, if there is more than one (1) class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate.
(2) Any partnership presently governed by the Tennessee Uniform Limited Partnership Act of 1988 that does not voluntarily elect to be governed by this chapter pursuant to subdivision (b)(1), continues to be governed by the Tennessee Uniform Limited Partnership Act of 1988.
(c)

(1) Any limited partnership formed prior to January 1, 1988, that is presently governed by the limited partnership law in effect prior to January 1, 1988, may voluntarily elect to be governed by this chapter by filing a certificate of limited partnership pursuant to § 61-3-201. The certificate must include the statement “This limited partnership elects to be governed by the Tennessee Uniform Limited Partnership Act of 2017,” or a statement of like import. This election and the filing of the certificate of limited partnership is not effective unless it has been approved in a record by:

(A) All general partners; and
(B) The limited partners or, if there is more than one (1) class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate.
(2) Any limited partnership that does not voluntarily elect to be governed by this chapter pursuant to subdivision (c)(1), shall continue to be governed by the law under which the limited partnership is presently governed, except that the limited partnership shall not have its term extended other than under this chapter.
(d)

(1) This chapter applies to:

(A) Every foreign limited partnership that first registers to do business in this state on or after January 1, 2018;
(B) Every foreign limited partnership that registers a name in this state on or after January 1, 2018; and
(C) Every foreign limited partnership that has registered a name in this state prior to January 1, 2018, pursuant to the Tennessee Uniform Limited Partnership Act of 1988.
(2) With respect to each foreign limited partnership that first registered to do business in this state prior to January 1, 2018, the Tennessee Uniform Limited Partnership Act of 1988 applies to the foreign limited partnership until the due date of the first annual report required to be filed by the foreign limited partnership on or after January 1, 2018, after which due date this chapter applies to the foreign limited partnership, except that the foreign limited partnership is not required to again register to do business in this state.
(e) This chapter does not affect an action or proceeding commenced, or right accrued, under the Tennessee Uniform Limited Partnership Act of 1988.
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