(a) A person does not have a right to dissociate as a limited partner before the completion of the winding up of the limited partnership.
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Terms Used In Tennessee Code 61-3-601

  • Inter vivos: Transfer of property from one living person to another living person.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Limited partner: means a person that:
    (A) Has become a limited partner under §. See Tennessee Code 61-3-101
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partner: means a limited partner or general partner. See Tennessee Code 61-3-101
  • 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.
  • Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Tennessee Code 61-3-101
  • Personal representative: when applied to those who represent a decedent, includes executors and administrators, unless the context implies heirs and distributees. See Tennessee Code 1-3-105
  • Transfer: includes :
    (A) An assignment. See Tennessee Code 61-3-101
  • Trustee: A person or institution holding and administering property in trust.
(b) A person is dissociated as a limited partner when:

(1) The limited partnership knows or has notice of the person’s express will to withdraw as a limited partner, but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on that later date;
(2) An event stated in the partnership agreement as causing the person’s dissociation as a limited partner occurs;
(3) The person is expelled as a limited partner pursuant to the partnership agreement;
(4) The person is expelled as a limited partner by the affirmative vote or consent of all the other partners if:

(A) It is unlawful to carry on the limited partnership’s activities and affairs with the person as a limited partner;
(B) There has been a transfer of all the person’s transferable interest in the limited partnership, other than:

(i) A transfer for security purposes; or
(ii) A charging order in effect under § 61-3-703;
(C) The person is an entity and:

(i) The limited partnership notifies the person that the person will be expelled as a limited partner because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person’s charter or the equivalent has been revoked, or the person’s right to conduct business has been suspended by the person’s jurisdiction of formation; and
(ii) Not later than ninety (90) days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person’s charter or the equivalent or right to conduct business has not been reinstated; or
(D) The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up;
(5) On application by the limited partnership or a partner in a direct action under § 61-3-901, the person is expelled as a limited partner by judicial order because the person:

(A) Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the limited partnership’s activities and affairs;
(B) Has committed willfully or persistently, or is committing willfully and persistently, a material breach of the partnership agreement or the contractual obligation of good faith and fair dealing under § 61-3-305(a); or
(C) Has engaged or is engaging in conduct relating to the limited partnership’s activities and affairs that makes it not reasonably practicable to carry on the activities and affairs with the person as a limited partner;
(6) In the case of an individual, the individual dies;
(7) In the case of a person that is a testamentary or inter vivos trust or is acting as a limited partner by virtue of being a trustee of such a trust, the trust’s entire transferable interest in the limited partnership is distributed;
(8) In the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, the estate’s entire transferable interest in the limited partnership is distributed;
(9) In the case of a person that is not an individual, the existence of the person terminates;
(10) The limited partnership participates in a merger under part 11 of this chapter; and

(A) The partnership is not the surviving entity; or
(B) Otherwise as a result of the merger, the person ceases to be a limited partner;
(11) The limited partnership participates in a conversion under part 11 of this chapter; or
(12) The limited partnership dissolves and completes winding up.
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