§ 61-2-804. Distribution of Assets
Upon the winding up of a limited partnership, the assets shall be distributed as follows: To creditors, including partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited partnership (whether by payment or the making of reasonable provisions for payment thereof) other than liabilities for which reasonable […]
§ 61-2-805. Known Claims Against Dissolved Limited Partnership — Notice of Dissolution
A dissolved limited partnership may dispose of the known claims against it by following the procedure described in this section. The dissolved limited partnership shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: Describe information that must be included in a claim; State […]
§ 61-2-806. Unknown Claims Against Dissolved Limited Partnership — Notice — Limitations
A dissolved limited partnership may also publish notice of its dissolution and request that persons with claims against the limited partnership present them in accordance with the notice. The notice must: Be published one (1) time in a newspaper of general circulation in the county where the dissolved limited partnership’s principal office (or, if none […]
§ 61-2-901. Law Governing
Subject to the Constitution of Tennessee: The laws of the jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; and A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this […]
§ 61-2-607. Limitations on Distribution
A limited partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests and liabilities for which the recourse of creditors is limited to […]
§ 61-2-608. Priority Between Limited Partners
Where there are several limited partners, the members may agree that one (1) or more of the limited partners shall have a priority over other limited partners as to the return of their contributions, as to their compensation by way of income, or as to any other matter. If such an agreement is made, it […]
§ 61-2-609. Classes and Voting
A partnership agreement may provide for classes or groups of partners, both general and limited, having such relative rights, powers and duties as the partnership agreement may provide, and may make provisions for the future creation in the manner provided in the partnership agreement of additional classes or groups of partners having such relative rights, […]
§ 61-2-701. Nature
A partnership interest is personal property. A partner has no interest in specific limited partnership property.
§ 61-2-702. Assignment
Unless otherwise provided in the partnership agreement: A partnership interest is assignable in whole or in part; An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights or powers of a partner; An assignment entitles the assignee to receive, to the extent […]
§ 61-2-703. Rights of Judgment Creditor
On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. […]