(a) A limited partnership is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:

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Terms Used In Tennessee Code 61-3-801

  • General partner: means a person that:
    (A) Has become a general partner under §. See Tennessee Code 61-3-101
  • Limited partner: means a person that:
    (A) Has become a limited partner under §. See Tennessee Code 61-3-101
  • 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
  • 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
  • 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) An event or circumstance that the partnership agreement states causes dissolution;
(2) The affirmative vote or consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective;
(3) After the dissociation of a person as a general partner:

(A) If the limited partnership has at least one (1) remaining general partner, by partners owning a majority of the rights to receive distributions as partners at the time the vote or consent is to be effective; or
(B) If the limited partnership does not have a remaining general partner, the passage of ninety (90) days after the dissociation, unless before the end of the period:

(i) Consent to continue the limited partnership’s activities and affairs and admit at least one (1) general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and
(ii) At least one (1) person is admitted as a general partner in accordance with the consent;
(4) The passage of ninety (90) consecutive days after the dissociation of the limited partnership’s last limited partner, unless before the end of the period the personal representative of the last remaining limited partner and all of the general partners agree, in writing or by vote, to continue the business of the limited partnership and to the admission of the personal representative of the limited partner or its nominee or designee to the limited partnership as a limited partner, effective as of the occurrence of the event that caused the last remaining limited partner to cease to be a limited partner. However, a partnership agreement may provide that the general partners or the personal representative of the last remaining limited partner is obligated to agree in writing to continue the business of the limited partnership and to the administration of the personal representative of the limited partner or its nominee or designee to the limited partnership as a limited partner, effective as of the occurrence of the event that caused the last limited partner to cease to be a limited partner;
(5) The passage of ninety (90) consecutive days during which the partnership has only one (1) partner, unless before the end of the period:

(A) The last remaining partner admits at least one (1) person as a partner;
(B) If the previously sole remaining partner is only a general partner, the sole remaining general partner admits at least one (1) person as a limited partner; and
(C) If the previously sole remaining partner is only a limited partner, the sole remaining limited partner admits at least one (1) person as a general partner;
(6) On application by a partner, the entry by the appropriate court of an order dissolving the partnership on the grounds that:

(A) The conduct of all or substantially all of the limited partnership’s activities and affairs is unlawful; or
(B) It is not reasonably practicable to carry on the limited partnership’s activities and affairs in conformity with the certificate of limited partnership and partnership agreement; or
(7) The signing and filing of a statement of administrative dissolution by the secretary of state under § 61-3-811.
(b) If an event occurs that imposes a deadline on a limited partnership under subsection (a) and before the limited partnership has met the requirements of the deadline, another event occurs that imposes a different deadline on the partnership under subsection (a):

(1) The occurrence of the second event does not affect the deadline caused by the first event; and
(2) The limited partnership’s meeting of the requirements of the first deadline does not extend the second deadline.
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