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§ 61-3-812. Reinstatement

A limited partnership that is administratively dissolved under § 61-3-811 may apply to the secretary of state for reinstatement following the administrative dissolution. The application must: Be accompanied by a confirmation of good standing with the department of revenue relative to the limited partnership; State the name of the limited partnership at the time of […]

§ 61-3-813. Judicial Review of Denial of Reinstatement

If the secretary of state denies a limited partnership’s application for reinstatement following administrative dissolution, the secretary of state must serve the limited partnership with a notice in a record that explains the reasons for the denial. A limited partnership may seek judicial review of a denial of reinstatement in the chancery court of Davidson […]

§ 61-3-801. Events Causing Dissolution

A limited partnership is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following: An event or circumstance that the partnership agreement states causes dissolution; The affirmative vote or consent of all general partners and of limited partners owning a majority of the rights to receive distributions […]

§ 61-3-802. Winding Up

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. In winding up its activities and affairs: The limited partnership shall: Deliver to the secretary of state for filing a statement of dissolution; and […]

§ 61-3-803. Rescinding Dissolution

A limited partnership may rescind its dissolution, unless a statement of termination applicable to the partnership has become effective, the court of record has entered an order under § 61-3-801(a)(6) dissolving the partnership, or the secretary of state has dissolved the partnership under § 61-3-811. Rescinding dissolution under this section requires: The affirmative vote or […]