Tennessee § 61-3-1005 Activities not constituting doing business

Tennessee Statutes

§ 61-3-1005 — Activities not constituting doing business

Tennessee § 61-3-1005

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This text of Tennessee § 61-3-1005 (Activities not constituting doing business) is published on Counsel Stack Legal Research, covering Tennessee primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Tenn. Code Ann. § 61-3-1005 (2026).

Text

(a)Activities of a foreign limited partnership that do not constitute doing business in this state under this part include:

(1)Maintaining, defending, or settling any proceeding, claim, or dispute;

(2)Holding meetings of the foreign limited partnership's partners or representatives, or carrying on any other activities concerning the foreign limited partnership's internal affairs;

(3)Maintaining bank accounts;

(4)Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited partnership's own securities, or appointing and maintaining trustees or depositories with respect to those securities;

(5)Selling through independent contractors;

(6)Soliciting or obtaining orders, whether by mail or through representatives or otherwise, if the orders require a

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(a) Activities of a foreign limited partnership that do not constitute doing business in this state under this part include: (1) Maintaining, defending, or settling any proceeding, claim, or dispute; (2) Holding meetings of the foreign limited partnership's partners or representatives, or carrying on any other activities concerning the foreign limited partnership's internal affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited partnership's own securities, or appointing and maintaining trustees or depositories with respect to those securities; (5) Selling through independent contractors; (6) Soliciting or obtaining orders, whether by mail or through representatives or otherwise, if the orders require acceptance outside of this state before the orders become contracts; (7) Creating or acquiring indebtedness, deeds of trust, mortgages, and security interests in real or personal property; (8) Securing or collecting debts or enforcing mortgages, deeds of trust, and security interests in property securing the debts; (9) Owning, without more, real or personal property. However, for a reasonable time, the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust is also not considered transacting business, if the owner is attempting to liquidate the investment, and if no office or other agency for the office, other than an independent agency, is maintained in this state; (10) Conducting an isolated transaction that is completed within one (1) month and that is not a transaction in the course of repeated transactions of a like nature; or (11) Transacting business in interstate commerce. (b) A person does not do business in this state solely by being a partner of a foreign limited partnership that does business in this state. (c) The enumeration of activities in subsections (a) and (b) is not exhaustive, and is applicable solely to determine whether a foreign limited partnership is required to register and for no other purpose. This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under the law of this state other than this chapter.