Tennessee § 61-3-303 No liability as limited partner for limited partnership obligations

Tennessee Statutes

§ 61-3-303 — No liability as limited partner for limited partnership obligations

Tennessee § 61-3-303

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This text of Tennessee § 61-3-303 (No liability as limited partner for limited partnership obligations) 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. § 61-3-303 (2026).

Text

(a)A debt, obligation, or other liability of a limited partnership is not the debt, obligation, or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the partnership solely by reason of being or acting as a limited partner, even if the limited partner participates in the management and control of the limited partnership. This subsection (a) applies regardless of the dissolution of the partnership.

(b)Neither the failure of a limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs nor the failure of a limited partnership to maintain the information required under § 61-3-107 is a groun

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(a) A debt, obligation, or other liability of a limited partnership is not the debt, obligation, or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the partnership solely by reason of being or acting as a limited partner, even if the limited partner participates in the management and control of the limited partnership. This subsection (a) applies regardless of the dissolution of the partnership. (b) Neither the failure of a limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs nor the failure of a limited partnership to maintain the information required under § 61-3-107 is a ground for imposing liability on a limited partner for a debt, obligation, or other liability of the partnership. (c) Notwithstanding any provision in this chapter to the contrary, a limited partner, or in the case of a limited liability limited partnership, a general partner may elect to become liable for the obligations of the partnership by complying with § 67-4-2008(b) .