§ 61-3-904. Pleading
In a derivative action, the complaint must state with particularity: The date and content of plaintiff’s demand and the response to the demand by the general partner; or Why demand should be excused as futile.
§ 61-3-905. Special Litigation Committee
If a limited partnership is named as or made a party in a derivative proceeding, the partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the limited partnership. If the limited partnership appoints a special litigation committee, […]
§ 61-3-906. Proceeds and Expenses
Except as otherwise provided in subsection (b): Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the plaintiff; and If the plaintiff receives any proceeds, the plaintiff must remit the proceeds immediately to the limited partnership. If a derivative action is […]
§ 61-3-1001. Governing Law
Subject to the Constitution of Tennessee: The law of the jurisdiction of formation of a foreign limited partnership governs: The organization and internal affairs of the foreign limited partnership; The liability of a partner as partner for a debt, obligation, or other liability of the foreign limited partnership; and The liability of a series of […]
§ 61-3-807. Other Claims Against Dissolved Limited Partnership
A dissolved limited partnership may publish notice of the limited partnership’s dissolution and request persons having claims against the partnership to present them in accordance with the notice. A notice under subsection (a) must: Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved […]
§ 61-3-808. Court Proceedings
A dissolved limited partnership that has published a notice under § 61-3-807 may file an application with the chancery court in the county where the limited partnership’s principal office is located or, if the principal office is not located in this state, where the office of the limited partnership’s registered agent is or was last […]
§ 61-3-809. Liability of General Partner and Person Dissociated as General Partner When Claim Against Limited Partnership Barred
If a claim against a dissolved limited partnership is barred under § 61-3-806, § 61-3-807, or § 61-3-808, any corresponding claim under § 61-3-404 or § 61-3-607 is also barred.
§ 61-3-810. Disposition of Assets in Winding Up — When Contributions Required
In winding up its activities and affairs, a limited partnership shall apply the limited partnership’s assets, including the contributions required by this section, to discharge the limited partnership’s obligations to creditors, including partners that are creditors. After a limited partnership complies with subsection (a), any surplus must be distributed in the following order, subject to […]
§ 61-3-811. Administrative Dissolution
The secretary of state may commence a proceeding under subsection (b) to dissolve a limited partnership administratively if: The limited partnership fails to pay any fee, tax, interest, or penalty required to be paid to the secretary of state; The limited partnership fails to deliver an annual report to the secretary of state not later […]
§ 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 […]