Tennessee § 61-3-306 - Person erroneously believing self to be limited partner.
Full text of Tennessee Tennessee Code Annotated § 61-3-306 — Person erroneously believing self to be limited partner., with citation guidance and answers to common questions.
§ 61-3-306. Person erroneously believing self to be limited partner.
Except as otherwise provided in subsection (b), a person that makes an investment in a business enterprise and erroneously, but in good faith, believes that the person has become a limited partner in the enterprise is not liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person: Causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing; or Withdraws from future participation as an owner in the enterprise by signing and delivering to the secretary of state for filing a statement of negation under this section. A person that makes an investment described in subsection (a) is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the secretary of state files a statement of negation, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner. If a person makes a diligent effort in good faith to comply with subdivision (a)(1) and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing, the person has the right to withdraw from the enterprise pursuant to subdivision (a)(2) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise. Acts 2017, ch. 440, § 1.
Source: official Tennessee text · Last verified 2026-08-27
Frequently Asked Questions About Tennessee § 61-3-306
What does Tennessee Code Annotated § 61-3-306 cover?
Section 61-3-306 ("Person erroneously believing self to be limited partner.") 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 § 61-3-306?
A common citation format is "Tennessee Code Annotated § 61-3-306" (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 § 61-3-306 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.