§ 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 […]
§ 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 […]
§ 61-3-802. 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 […]
§ 61-3-605. Effect of Dissociation as General Partner
If a person is dissociated as a general partner: The person’s right to participate as a general partner in the management and conduct of the limited partnership’s activities and affairs terminates; The person’s duties and obligations as a general partner under § 61-3-409 end with regard to matters arising and events occurring after the person’s […]
§ 61-3-606. Power to Bind and Liability of Person Dissociated as General Partner
After a person is dissociated as a general partner and before the limited partnership is merged out of existence or converted under part 11 of this chapter, or dissolved, the partnership is bound by an act of the person only if: The act would have bound the partnership under § 61-3-402 before the dissociation; and […]
§ 61-3-607. Liability of Person Dissociated as General Partner to Other Person
A person’s dissociation as a general partner does not, of itself, discharge the person’s liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c), the person is not liable for a partnership obligation incurred after dissociation. A […]
§ 61-3-701. Nature of Transferable Interest
A transferable interest is personal property.