§ 61-3-103. Governing Law
The law of this state governs: The internal affairs of a limited partnership; and The liability of a partner as partner for a debt, obligation, or other liability of a limited partnership.
§ 61-3-104. Partnership Agreement — Scope, Function, and Limitations
Except as otherwise provided in subsections (c) and (d), the partnership agreement governs: Relations among the partners as partners and between the partners and the limited partnership; The activities and affairs of the partnership and the conduct of those activities and affairs; and The means and conditions for amending the partnership agreement. To the extent […]
§ 61-3-105. Partnership Agreement — Effect on Limited Partnership and Person Becoming Partner — Preformation Agreement
A limited partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement. A person that becomes a partner is deemed to assent to the partnership agreement. Two (2) or more persons intending to become the initial partners of a limited partnership may make […]
§ 61-3-106. Partnership Agreement — Effect on Third Parties and Relationship to Records Effective on Behalf of Limited Partnership
A partnership agreement may specify that its amendment requires the approval of a person who is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. The obligations of a limited partnership and its partners […]
§ 61-2-1204. Effective Date and Extended Effective Date
All limited partnerships formed on or after January 1, 1989, the “effective date” shall be governed by this chapter. Except as provided in subsections (e) and (f), all limited partnerships formed on or after January 1, 1988, and prior to January 1, 1989, under chapter 2 of this title as hereby repealed, shall continue to […]
§ 61-2-1103. Filing, Service, and Copying Fees
The secretary of state shall collect the fees set forth in § 61-2-1207(a) when the documents described in that section are delivered to the secretary of state for filing. The secretary of state shall collect a fee of ten dollars ($10.00), for each party at each address, each time process is served on the secretary […]
§ 61-2-1104. Effective Time and Date — Delays — Registered Agent and Office
Except as provided in subsection (b) and § 61-2-1105, a document accepted for filing is effective: At the time of filing on the date it is filed by the secretary of state, as evidenced by the secretary of state’s date and time endorsement on the original document; and At the time specified in the document […]
§ 61-2-1105. Corrections — When Effective
A domestic or foreign limited partnership may correct a document filed by the secretary of state if the document: Contains an incorrect statement; or Was defectively executed, attested, sealed, verified or acknowledged. A document is corrected: By preparing a certificate of correction that: Describes the document (including its filing date) or attaches a copy of […]
§ 61-2-1106. Filing Procedure — Refusal — Effect
If a document delivered to the office of the secretary of state for filing satisfies the requirements of § 61-2-1101, the secretary of state shall file it. The secretary of state files a document by stamping or otherwise endorsing “Filed,” together with his name and official title and the date and time of receipt, on […]
§ 61-2-1107. Appeal of Refusal to File Document
If the secretary of state refuses to file a document delivered to his office for filing, the domestic or foreign limited partnership may appeal the refusal to the chancery court of Davidson County. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and […]