§ 61-2-101. Chapter Definitions
As used in this chapter, unless the context otherwise requires: “Certificate of limited partnership” means the certificate referred to in § 61-2-201, and the certificate as amended; “Confirmation of good standing” means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that at […]
§ 61-2-102. Name of Partnership
The name of each limited partnership as set forth in its certificate of limited partnership: Shall contain the words “Limited Partnership” or the abbreviation “L.P.”; May contain the words “association,” “club,” “company,” “foundation,” “fund,” “institute,” “society,” “union,” “syndicate,” “limited,” “trust,” or abbreviations of like import, but shall not contain the words “corporation” or “incorporated” or […]
§ 61-2-103. Reservation of Name
The exclusive right to the use of a name may be reserved by: Any person intending to organize a limited partnership under this chapter and to adopt that name; Any domestic limited partnership or any foreign limited partnership registered in the state of Tennessee which, in either case, intends to adopt that name; Any foreign […]
§ 61-2-104. Registered Office — Registered Agent
Each limited partnership must continuously maintain in this state: A registered office, which may but need not be a place of its business in this state; and A registered agent, which agent may be either an individual resident of this state whose business office is identical with the limited partnership’s registered office, or a domestic […]
§ 61-2-105. Service on Partnership Generally
A limited partnership’s registered agent is the limited partnership’s agent for service of process, notice or demand required or permitted by law to be served on the limited partnership. Whenever a domestic or foreign limited partnership authorized to do business in this state fails to appoint or maintain a registered agent in this state, whenever […]
§ 61-2-106. Service on Secretary of State
Service on the secretary of state, when the secretary of state is an agent for a domestic or foreign limited partnership as provided in § 61-2-105(b), of any process, notice or demand shall be made by delivering to the secretary of state the original and one (1) copy of such process, notice or demand, duly […]
§ 61-2-107. Business Permitted
A limited partnership may carry on any business that a partnership without limited partners may carry on, unless otherwise prohibited by law.
§ 61-2-108. Rights and Obligations of Partner
Except as provided in the partnership agreement, a partner may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume one (1) or more specific obligations of, provide collateral for, and transact other business with the limited partnership and, subject to other applicable law, has the same rights […]
§ 61-2-109. Indemnification of Partner — Advancement of Expenses
Subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever if: He conducted himself in good faith; He reasonably believed: […]