§ 61-3-205 — Liability for materially false information in filed record

(a) If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains materially false information, a person that suffers loss by reliance on the information may recover damages for the loss from a general partner if: (1) (A) The record was delivered for filing on behalf of the partnership; and (B) The general partner knew or had notice of the materially false statement for a reasonably sufficient time before the information was relied upon so that, before the reliance, the general partner reasonably could have: (i) Effected an amendment under § 61-3-202 ; (ii) Filed a petition under § 61-3-204 ; or (iii) Delivered to the secretary of state for filing a statement of change under § 61-3-116 or a statement of correction under § 61-3-208 ; or (2) After filing, that general partner knew that any arrangement or other fact described in the certificate is materially false in any respect or has changed making the statement materially false, if that general partner had reasonably sufficient time before the information was relied upon to have: (A) Effected an amendment under § 61-3-202 ; (B) Filed a petition under § 61-3-204 ; or (C) Delivered to the secretary of state for filing a statement of change under § 61-3-116 or a statement of correction under § 61-3-208 . (b) No general partner has any liability for failing to cause the amendment, correction, or cancellation of a certificate to be filed or failing to file a petition for its amendment, correction, or cancellation pursuant to subsection (a) if the certificate of amendment, certificate of cancellation, or petition is filed within ninety (90) days of when the general partner knew or should have known that the statement in the certificate was false in any material respect.

Legislative History

Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.