Tennessee § 61-1-902 - Conversion of partnership to limited partnership.
Full text of Tennessee Tennessee Code Annotated § 61-1-902 — Conversion of partnership to limited partnership., with citation guidance and answers to common questions.
§ 61-1-902. Conversion of partnership to limited partnership.
A partnership may be converted to a limited partnership pursuant to this section. The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partnership agreement. After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership in the jurisdiction in which the limited partnership is to be formed. The certificate must include: A statement that the partnership was converted to a limited partnership from a partnership; Its former name; and A statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement. The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate. A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within 90 days after the conversion takes effect. The limited partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in the Revised Uniform Limited Partnership Act of this state, compiled in chapter 2 of this title. Acts 2001, ch. 353.
Source: official Tennessee text · Last verified 2026-08-27
Frequently Asked Questions About Tennessee § 61-1-902
What does Tennessee Code Annotated § 61-1-902 cover?
Section 61-1-902 ("Conversion of partnership to limited partnership.") is part of the Tennessee Code Annotated, the codified statutory law of Tennessee. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Tennessee § 61-1-902?
A common citation format is "Tennessee Code Annotated § 61-1-902" (Tennessee). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Tennessee law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Tennessee official source linked on this page or consult a licensed Tennessee attorney.
How does Tennessee § 61-1-902 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Tennessee can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Tennessee.