Tennessee § 61-2-101 - Chapter definitions.

§ 61-2-101. Chapter definitions.

As used in this chapter, unless the context otherwise requires: “Certificate of limited partnership” means the certificate referred to in § 61-2-201, and the certificate as amended; “Confirmation of good standing” means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that at the time such confirmation is issued a limited partnership or a foreign limited partnership is current on all taxes and penalties to the satisfaction of the commissioner; “Contribution” means any cash, property, services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner; “Court of record” means a court of equity jurisdiction in the county where the partnership maintains its registered office, or if it maintains no registered office in any county, then in a court of equity jurisdiction in Davidson County; “Event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in § 61-2-402; “Foreign limited partnership” includes a partnership formed under the laws of any jurisdiction other than the state of Tennessee and having as partners one (1) or more general partners and one (1) or more limited partners; “General partner” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and is so named in the certificate of limited partnership or similar instrument under which the limited partnership is organized, if so required; “Limited partner” means a person who has been admitted to a limited partnership as a limited partner as provided in §§ 61-2-201 and 61-2-301, or, in the case of a foreign limited partnership, in accordance with the laws of the jurisdiction under which the limited partnership is organized, if so required; “Limited partnership” and “domestic limited partnership” mean a partnership formed by two (2) or more persons under the laws of the state of Tennessee, and having one (1) or more general partners and one (1) or more limited partners; “Liquidating trustee” means a person, other than a general partner, but including a limited partner, carrying out the winding up of a limited partnership; “Partner” means a limited or general partner; “Partnership agreement” means any agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. A written partnership agreement: May provide that a person shall be admitted as a limited partner of a limited partnership, or shall become an assignee of a partnership interest or other rights or powers of a limited partner to the extent assigned, and shall become bound by the partnership agreement: If such person (or a representative authorized by such person orally, in writing or by other action such as payment for a partnership interest) executes the partnership agreement or any other writing evidencing the intent of such person to become a limited partner or assignee; or Without such execution, if such person (or a representative authorized by such person orally, in writing or by other action such as payment for a partnership interest) complies with the conditions for becoming a limited partner or assignee as set forth in the partnership agreement or any other writing and requests (orally, in writing or by other action such as payment for a partnership interest) that the records of the limited partnership reflect such admission or assignment; and Shall not be unenforceable by reason of its not having been signed by a person being admitted as a limited partner or becoming an assignee as provided in subdivision (12)(A), or by reason of its having been signed by a representative as provided in this title; “Partnership interest” means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets; “Person” means a natural person, a foreign or domestic partnership (whether general or limited), trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity; and “Tax clearance for termination or withdrawal” means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that a limited partnership or a foreign limited partnership has filed all applicable reports, including, but not limited to, a final report, and has paid all fees, penalties and taxes as required by the revenue laws of this state. Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 1-3, 85; 2010, ch. 741, § 52; 2011, ch. 99, § 19. Compiler's Notes. Former §§ 61-2-101 — 61-2-130 (Acts 1919, ch. 120, §§ 1-26, 28-31; Code 1932, §§ 7883-7912; Shan. Supp. §§ 3141a1-3141a26, 3141a28-3141a31; Acts 1983, ch. 21, § 1; 1984, ch. 648, § 1; 1985, ch. 1, § 1; T.C.A. (orig. ed.), §§ 61-201 — 61-229), concerning Uniform Limited Partnership Act, were repealed by Acts 1988, ch. 922, § 1, effective January 1, 1989. Cross-References. Effective date and extended effective date, § 61-2-1204 . Equity participations, title 47, ch. 24. Prior law, § 61-2-1206 . Textbooks. Gibson's Suits in Chancery (7th ed., Inman), § 412. Tennessee Forms (Robinson, Ramsey and Harwell), Nos. 6-301 — 6-303. Tennessee Jurisprudence, 20 Tenn. Juris., Partnership, §§ 3, 25. Law Reviews. Gray Power in the Gray Area Between Employer and Employee: The Applicability of the ADEA to Members of Limited Liability Companies, 51 Vand. L. Rev. 429 (1998). Removal of General Partners: A Method of Intrapartnership Dispute Resolution for Limited Partnerships (Janet L. Eifert), 39 Vand. L. Rev. 1407 (1986). The Revised Uniform Partnership Act in Tennessee (Richard Spore), 37 No. 8 Tenn. B.J. 30 (2001). Where There's a Will: The 95% family-owned test for family limited partnerships (Dan Holbrook), 37 No. 1 Tenn. B.J. 31 (2001). When a Discount Isn't a Bargain: Debunking the Myths Behind Family Limited Partnerships (Katharine D. Black, Stephen T. Black, and Michael D. Black), 32 U. Mem. L. Rev. 245 (2002). Attorney General Opinions. Health facility certificate of need, OAG 89-38, 1989 Tenn AG LEXIS 19 (3/27/89).