§ 61-3-1204. Severability Clause
If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to that end the provisions of this chapter are severable.
§ 61-3-1205. Fees
The secretary of state shall collect the following fees when the documents described in this subsection (a) are delivered to the secretary of state for filing: Annual report for secretary of state — $20.00; Application for use of indistinguishable name — $20.00; Application for reservation of limited partnership name — $20.00; Notice of transfer of […]
§ 61-3-1206. Short Title
This chapter shall be known and may be cited as the “Tennessee Uniform Limited Partnership Act of 2017.”
§ 61-3-1207. Applicability — Savings Clause
This chapter applies to: Every domestic limited partnership formed on or after January 1, 2018; 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 The outstanding and future interests in the respective domestic limited partnerships described in […]
§ 61-3-1109. Effect of Merger
When a merger becomes effective: The surviving entity continues or comes into existence; Each merging entity that is not the surviving entity ceases to exist; All property of each merging entity vests in the surviving entity without transfer, reversion, or impairment; All debts, obligations, and other liabilities of each merging entity are debts, obligations, and […]
§ 61-3-1110. Conversion Authorized
By complying with §§ 61-3-1111 – 61-3-1115, a domestic limited partnership may become: A domestic entity that is a different type of entity; or A foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity’s jurisdiction of formation. By complying with the provisions of […]
§ 61-3-1111. Plan of Conversion
A domestic limited partnership may convert to a different type of entity under this section and §§ 61-3-1112 – 61-3-1115 by approving a plan of conversion. The plan must be in a record and contain: The name of the converting limited partnership; The name, jurisdiction of formation, and type of entity of the converted entity; […]
§ 61-3-1112. Approval of Conversion
A plan of conversion is not effective unless it has been approved: By a domestic converting limited partnership, 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; and […]
§ 61-3-1113. Amendment or Abandonment of Plan of Conversion
A plan of conversion of a domestic converting limited partnership may be amended: In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or By its partners in the manner provided in the plan, but a partner that was entitled to […]
§ 61-3-1114. Articles of Conversion — Effective Date of Conversion
Articles of conversion must be signed by the converting entity and delivered to the secretary of state for filing. Articles of conversion must contain: The name, jurisdiction of formation, and type of entity of the converting entity; The name, jurisdiction of formation, and type of entity of the converted entity; If the converting entity is […]