§ 61-2-902 — Registration required - Application

(a) Before doing business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state: (1) An original copy executed by a general partner of an application for registration as a foreign limited partnership, setting forth: (A) The name of the foreign limited partnership and, if different, the name under which it proposes to register and do business in this state; (B) The jurisdiction where organized, the date of its organization and a statement from a general partner that, as of the date of filing, the foreign limited partnership validly exists as a limited partnership under the laws of the jurisdiction of its organization; (C) The nature of the business or purposes to be conducted or promoted in this state; (D) The street address and zip code of its registered office in this state, the county in which that office is located, and the name of its registered agent at that office; (E) The street address, including the zip code, of its principal office (and a mailing address such as a post office box if the United States postal service does not deliver to the principal office); (F) The name and business, residence or mailing address and zip code of each of the general partners; and (G) The date on which the foreign limited partnership first did, or intends to do, business in this state; (2) The foreign limited partnership shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the secretary of state or other official having custody of limited partnership records in the jurisdiction under whose law it is formed. The certificate shall not bear a date of more than two (2) months prior to the date the application is filed in this state; and (3) A fee as set forth in § 61-2-1207(a)(5) . (b) A partnership (general or limited) or corporation formed or organized under the laws of any foreign jurisdiction or the laws of any state other than this state shall not be deemed to be doing business in Tennessee solely by reason of its being a partner in a domestic or registered foreign limited partnership. (c) If the secretary of state determines upon registration that a foreign limited partnership has been doing business in this state for a period of one (1) year or more prior to applying for registration, then the secretary of state shall require the foreign limited partnership to submit a confirmation of good standing relative to such foreign limited partnership.

Legislative History

Amended by 2014 Tenn. Acts, ch. 783, s 23, eff. 7/1/2014. Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 72, 73; 1991, ch. 189, § 1; 2010 , ch. 741, § 54.