Tennessee Code Annotated

Tenn. Code Ann. § 61-1-101 (2026)

Chapter definitions

✓ current as of May 2026

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As used in this chapter:

(1) "Business" means every trade, occupation, and profession and any other activity, including the holding or ownership of property, entered into for profit;

(2) "Confirmation of good standing" means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that at the time such confirmation is issued a limited liability partnership or a foreign limited liability partnership is current on all taxes and penalties to the satisfaction of the commissioner;

(3) "Debtor in bankruptcy" means a person who is the subject of:
- (A) An order for relief under title 11 of the United States Code or a comparable order under a successor statute of general application; or
- (B) A comparable order under federal, state, or foreign law governing insolvency;

(4) "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee;

(5) "Family partnership" means a partnership subject to a written partnership agreement entered into, or amended with consent of all partners, on or after July 1, 2024, in which, at the relevant time, members of the same family hold, in the aggregate, at least fifty percent (50%) of the interests in the partnership's profits or capital;

(6) "Foreign limited liability partnership," "foreign registered limited liability partnership" or a limited liability partnership or registered limited liability partnership that is designated as "foreign" means a partnership that:
- (A) Is formed under the laws of any jurisdiction other than the state of Tennessee; and
- (B) Has the status of a limited liability partnership under those laws;

(7) "Limited liability partnership," "registered limited liability partnership" or a limited liability partnership or registered limited liability partnership that is designated as "domestic" means a partnership that has filed an application for registration as a registered limited liability partnership under § 61-1-1001 and does not have a similar statement in effect in any other jurisdiction;

(8) "Members of the same family":
- (A) Means:
  - (i) A group of two (2) or more individuals who bear a relationship to a common relative through one (1) of the following relationships:
    - (a) A spouse or former spouse of the common relative;
    - (b) An ancestor or lineal descendant of the common relative;
    - (c) An ancestor of the spouse or former spouse of the common relative;
    - (d) A brother or sister of the common relative;
    - (e) A lineal descendant of any individual described in subdivision (8)(A)(i)(d);
    - (f) A spouse or former spouse of any individual described in subdivisions (8)(A)(i)(b)-(e); or
    - (g) A lineal descendant of any individual described in subdivision (8)(A)(i)(f); and
  - (ii) For the purpose of determining "members of the same family":
    - (a) Relationship by adoption is treated the same as relationship by blood;
    - (b) An interest held by any entity that is related, within the meaning of §§ 267(b) and 707(b) of the Internal Revenue Code (26 U.S.C. §§ 267(b) and 707(b)), as amended, to an individual is deemed to be held by the individual;
    - (c) The common relative need not be a partner;
    - (d) The common relative need not be living, but, if deceased, must not be more than four (4) generations removed from the youngest generation of individuals who would, but for this subdivision (8)(A)(ii)(d), be members of the same family; and
    - (e) For purposes of this subdivision (8), "fiduciary," as used in § 267(b) of the Internal Revenue Code, is treated as a trust and an entity;
- (B) Does not include:
  - (i) A partnership operating without a written partnership agreement; or
  - (ii) A partnership operating under a written partnership agreement executed prior to July 1, 2024, that is not subsequently amended with the consent of all partners;

(9) "Partnership" means an association of two (2) or more persons to carry on as co-owners of a business or other undertaking for profit formed under § 61-1-202, predecessor law, or comparable law of another jurisdiction;

(10) "Partnership agreement" means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement;

(11) "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking;

(12) "Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights;

(13) "Person" means an individual, corporation, limited liability company, business trust, estate, trust, partnership (whether general or limited), association, joint venture, government, governmental subdivision, agency, or instrumentality, custodian, nominee or any other individual or entity in its own or any representative capacity, or any other legal or commercial entity;

(14) "Property" means all property, real, personal, or mixed, tangible or intangible, or any interest therein;

(15) "Secretary of state" means the secretary of state of Tennessee;

(16) "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States;

(17) "Statement" means a statement of partnership authority under § 61-1-303, a statement of denial under § 61-1-304, a statement of dissociation under § 61-1-704, a statement of dissolution under § 61-1-805, a statement of merger under § 61-1-907, or an amendment or cancellation of any of the foregoing;

(18) "Tax clearance for termination or withdrawal" means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that a limited liability partnership or a foreign limited liability partnership has filed all applicable reports, including, but not limited to, a final report, and has paid all fees, penalties and taxes as required by the revenue laws of this state; and

(19) "Transfer" means an assignment, conveyance, lease, mortgage, deed, and encumbrance.

Amended by 2024 Tenn. Acts, ch. 695,s 8, eff. 7/1/2024.

Acts 2001, ch. 353; 2010 , ch. 741, § 48; 2010 , ch. 742, §§ 8, 9.

Notes of Decisions

Cited in 41 cases (6 in the last 5 years), 1986–2026 · leading case: Moran v. Willensky, 339 S.W.3d 651 (Tenn. Ct. App. 2010).

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Moran v. Willensky, 339 S.W.3d 651 (Tenn. Ct. App. 2010). · cites it 6× “Pursuant to the Tennessee Uniform Partnership Act, Tenn.Code Ann. § 61-1-101 et seq., the trial court awarded Appellee project costs, and winding up costs, including attorney’s fees.”

Frank Ray Baggett v. Anne Marie Baggett, 422 S.W.3d 537 (Tenn. Ct. App. 2013). · cites it 4× “Taken together, Husband’s first several issues stem from his core position that A & F is a partnership and should have been treated as such under the Revised Uniform Partnership Act, Tenn.Code Ann. § 61-1-101 et seq. (2002 & Supp.”

Tanner v. Whiteco, L.P., 337 S.W.3d 792 (Tenn. Ct. App. 2010). · cites it 5× “§ 61-2-101 (8) and Tenn. Code Ann. § 61-1-101 (6). In the absence of any evidence concerning a partner for Mr.”

Story v. Lanier, 166 S.W.3d 167 (Tenn. Ct. App. 2004). · cites it 2× “” Tenn.Code Ann. § 61-1-101(6) (2003). Our Supreme Court, in a case factually similar to the one presently before the Court, stated: In determining whether one is a partner, no one fact or circumstance may be pointed to as a conclusive test, but each case must be decided upon…”

In Re Est. of Price, 273 S.W.3d 113 (Tenn. Ct. App. 2008). · cites it 2× “We will consider Plaintiffs’ claim of error regarding the partnership issue before reviewing the remaining evidence presented during the second hearing. The Revised Uniform Partnership Act defines a “partnership” generally as “an association of two (2) or more persons to carry…”

Haney v. Copeland (In Re Copeland), 291 B.R. 740 (Bankr. E.D. Tenn. 2003). “§ 61-1-101(6) (2002). In this case, predecessor law is that existing in 1999, when the sale of HCC’s assets occurred.”

McLemore v. Olson (In Re B & L Labs., Inc.), 62 B.R. 494 (Bankr. M.D. Tenn. 1986). · cites it 2× “It is unnecessary to the creation of a partnership that the business relation entered into, which constitutes it, be called by that name.”

Via v. Oehlert, 347 S.W.3d 224 (Tenn. Ct. App. 2010). · cites it 2× “2004) (citing Tenn.Code Ann. § 61-1-101(6) (2003)). Our supreme court has explained: In determining whether one is a partner, no one fact or circumstance may be pointed to as a conclusive test, but each case must be decided upon consideration of all relevant facts, actions, and…”

Jenkins v. Schmank (In re Schmank), 535 B.R. 243 (Bankr. E.D. Tenn. 2015). · cites it 2× “Tenn.Code Ann. §§ 61-1-101 et seq. (“RUPA”) states that partners owe each other fiduciary duties of loyalty and care.”

Starnes Fam. Off., LLC v. McCullar, 765 F. Supp. 2d 1036 (W.D. Tenn. 2011). “§ 61-1-101(6). A partnership is formed when at least two people “place their money, assets, labor, or skill in commerce with the understanding that profits will be shared between them.”

Montgomery v. Montgomery, 181 S.W.3d 720 (Tenn. Ct. App. 2005). · cites it 2× “” Tenn. Code Ann. § 61-1-101 (6). Our Supreme Court provided further guidance in Bass v.”

In Re Taylor & Assocs., L.P., 191 B.R. 374 (Bankr. E.D. Tenn. 1996). · cites it 2× “See Tenn.Code Ann. §§ 61-1-101 to 61-2-1208 (1989 & Supp.”

Show all 41 citing cases →

— Tenn. Code Ann. § 61-1-101(5) — 1 case

McLemore v. Olson (In Re B & L Labs., Inc.), 62 B.R. 494 (Bankr. M.D. Tenn. 1986). “It is unnecessary to the creation of a partnership that the business relation entered into, which constitutes it, be called by that name.”

— Tenn. Code Ann. § 61-1-101(6) — 10 cases

Moran v. Willensky, 339 S.W.3d 651 (Tenn. Ct. App. 2010). “Pursuant to the Tennessee Uniform Partnership Act, Tenn.Code Ann. § 61-1-101 et seq., the trial court awarded Appellee project costs, and winding up costs, including attorney’s fees.”

Story v. Lanier, 166 S.W.3d 167 (Tenn. Ct. App. 2004). “” Tenn.Code Ann. § 61-1-101(6) (2003). Our Supreme Court, in a case factually similar to the one presently before the Court, stated: In determining whether one is a partner, no one fact or circumstance may be pointed to as a conclusive test, but each case must be decided upon…”

Tanner v. Whiteco, L.P., 337 S.W.3d 792 (Tenn. Ct. App. 2010). “§ 61-2-101 (8) and Tenn. Code Ann. § 61-1-101 (6). In the absence of any evidence concerning a partner for Mr.”

In Re Est. of Price, 273 S.W.3d 113 (Tenn. Ct. App. 2008). “We will consider Plaintiffs’ claim of error regarding the partnership issue before reviewing the remaining evidence presented during the second hearing. The Revised Uniform Partnership Act defines a “partnership” generally as “an association of two (2) or more persons to carry…”

— Tenn. Code Ann. § 61-1-101(7) — 1 case

In Re: Est. of Anne F. Threefoot, Anne W. Miller v. United States (Tenn. Ct. App. 2006).

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