(a) A dissolved limited partnership shall wind up its activities and affairs and, except as otherwise provided in § 61-3-803, the partnership continues after dissolution only for the purpose of winding up.
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Terms Used In Tennessee Code 61-3-802

  • 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.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Code: includes the Tennessee Code and all amendments and revisions to the code and all additions and supplements to the code. See Tennessee Code 1-3-105
  • General partner: means a person that:
    (A) Has become a general partner under §. See Tennessee Code 61-3-101
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • 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
  • Property: means all property, whether real, personal, mixed, or tangible or intangible, or any right or interest in such property. See Tennessee Code 61-3-101
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • 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
  • Transfer: includes :
    (A) An assignment. See Tennessee Code 61-3-101
  • United States: includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
(b) In winding up its activities and affairs:

(1) The limited partnership shall:

(A) Deliver to the secretary of state for filing a statement of dissolution; and
(B) Deliver to the secretary of state for filing a statement of termination stating:

(i) The name of the limited partnership;
(ii) A statement that the limited partnership’s debts, obligations, and other liabilities are discharged;
(iii) A statement that the limited partnership’s activities and affairs are settled and closed;
(iv) A statement that the limited partnership’s assets are distributed; and
(v) A statement that the limited partnership is terminated;
(2) The limited partnership may:

(A) Preserve the limited partnership’s activities, affairs, and property as a going concern for a reasonable time;
(B) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;
(C) Transfer the limited partnership’s property;
(D) Settle disputes by mediation or arbitration; and
(E) Perform other acts necessary or appropriate to the winding up.
(c) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership’s activities and affairs may be appointed by the affirmative vote or consent 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. A person appointed under this subsection (c):

(1) Has the powers of a general partner under § 61-3-804 but is not liable for the debts, obligations, and other liabilities of the limited partnership solely by reason of having or exercising those powers or otherwise acting to wind up the dissolved limited partnership’s activities and affairs; and
(2) Shall promptly deliver to the secretary of state for filing an amendment to the limited partnership’s certificate of limited partnership stating:

(A) That the limited partnership does not have a general partner;
(B) The name and street address, including the zip code, of the person appointed, and a mailing address such as a post office box if the United States postal service does not deliver mail to the street address of the person; and
(C) That the person has been appointed pursuant to this subsection (c) to wind up the limited partnership.
(d) On the application of a partner, the appropriate court may order judicial supervision of the winding up of a dissolved limited partnership, including the appointment of a person to wind up the limited partnership’s activities and affairs, if:

(1) The limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c); or
(2) The applicant establishes other good cause.
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