§ 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 […]
§ 61-3-1111. 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 […]
§ 61-3-1115. Effect of Conversion
When a conversion becomes effective: The converted entity is: Organized under and subject to the organic law of the converted entity; and The same entity without interruption as the converting entity; All property of the converting entity continues to be vested in the converted entity without transfer, reversion, or impairment; All debts, obligations, and other […]
§ 61-3-1201. Uniformity of Application and Construction
In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. The rule that statutes in derogation of the common law are to be strictly construed does not apply to this chapter.