Tennessee § 61-3-106 - Partnership agreement — Effect on third parties and relationship to records effective on behalf of limited partnership.
Full text of Tennessee Tennessee Code Annotated § 61-3-106 — Partnership agreement — Effect on third parties and relationship to records effective on behalf of limited partnership., with citation guidance and answers to common questions.
§ 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 to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under § 61-3-703(b)(2) to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner: Is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner; and Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner. If a record delivered by a limited partnership to the secretary of state for filing becomes effective and contains a provision that would be ineffective under § 61-3-104(c) if contained in the partnership agreement, the provision is ineffective in the record. Subject to subsection (c), if a record delivered by a limited partnership to the secretary of state for filing becomes effective and conflicts with the partnership agreement: The agreement prevails as to partners, persons dissociated as partners, and transferees; and The record prevails as to other persons to the extent they reasonably rely on the record. Acts 2017, ch. 440, § 1.
Source: official Tennessee text · Last verified 2026-08-27
Frequently Asked Questions About Tennessee § 61-3-106
What does Tennessee Code Annotated § 61-3-106 cover?
Section 61-3-106 ("Partnership agreement — Effect on third parties and relationship to records effective on behalf of 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 § 61-3-106?
A common citation format is "Tennessee Code Annotated § 61-3-106" (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 § 61-3-106 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.