(a) If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing under this chapter does not do so, any other person that is aggrieved may petition the appropriate court to order:

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Terms Used In Tennessee Code 61-3-204

  • 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
  • Principal office: means the principal executive office of a limited partnership or foreign limited partnership, whether or not the office is located in this state. See Tennessee Code 61-3-101
  • 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
  • Sign: means , with present intent to authenticate or adopt a record:
    (A) To execute or adopt a tangible symbol. See Tennessee Code 61-3-101
  • signed: includes a mark, the name being written near the mark and witnessed, or any other symbol or methodology executed or adopted by a party with intention to authenticate a writing or record, regardless of being witnessed. 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) The person to sign the record;
(2) The person to deliver the record to the secretary of state for filing; or
(3) The secretary of state to file the record unsigned.
(b) For purposes of subsection (a), the appropriate court is:

(1) For actions brought under subdivisions (a)(1) and (a)(2), either:

(A) The chancery court for the county in which the partnership maintains its principal office; or
(B) The chancery court of Davidson County; and
(2) For actions brought under subdivision (a)(3), the chancery court of Davidson County.
(c) If a petitioner under subsection (a) is not the limited partnership or foreign limited partnership to which the record pertains, the petitioner must make the limited partnership or foreign limited partnership a party to the action.
(d) A record filed under subdivision (a)(3) is effective without being signed.
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