Tennessee Code Annotated
Tenn. Code Ann. § 61-1-105 (2026)
Execution, filing, and recording of statements
✓ current as of May 2026
- (a) A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state in the manner and form prescribed by the secretary of state. Either filing has the effect provided in this chapter with respect to partnership property located, or transactions that occur, in this state.
- (b) A certified copy of a statement that has been filed in the office of the secretary of state and recorded in the office of the register of deeds has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the office of the secretary of state does not have the effect provided for recorded statements in this chapter.
- (c) A statement filed by a partnership must be executed by at least two (2) partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate.
- (d) A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.
- (e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
Amended by 2020 Tenn. Acts, ch. 719, s 24, eff. 6/22/2020.
Acts 2001, ch. 353.
Notes of Decisions
Cited in 16
cases, 1986–2006 · leading case: Roberts v. Lebanon Appliance Serv. Co., 779 S.W.2d 793 (Tenn. 1989).
Roberts v. Lebanon Appliance Serv. Co., 779 S.W.2d 793 (Tenn. 1989). “" T.C.A. § 61-1-105 of the Tennessee Uniform Partnership Act defines a partnership as an association of two or more persons to carry on as co-owners of a business for profit.”
Wright v. Quillen, 909 S.W.2d 804 (Tenn. Ct. App. 1995). “Ownership Mr. Quillen asserts that Wright Travel is a partnership and that he and Ms.”
Greenwood Mills, Inc. v. Burris, 130 F. Supp. 2d 949 (M.D. Tenn. 2001). “There is no evidence in the record that Omer & Associates had written articles of association recorded in the Tennessee Secretary of State’s Office and in the Davidson County Register’s office, as required by Tenn. Code Ann. § 61-1-105 (c)(2), so this exclusion cannot apply to…”
Pettes v. Yukon, 912 S.W.2d 709 (Tenn. Ct. App. 1995). “” T.C.A. § 61-1-105(a) (1989). The sharing of gross returns does not of itself establish a partnership, T.”
McLemore v. Olson (In Re B & L Labs., Inc.), 62 B.R. 494 (Bankr. M.D. Tenn. 1986). “§ 61-1-105(a) (Michie 1980). 29 ‘A partnership,’ says Judge Story, ‘is usually defined to be a voluntary contract between two or more competent persons to place their money, effects, labor, and skill, or some or all of them, in lawful commerce or business, with the understanding…”
In Re Taylor & Assocs., L.P., 249 B.R. 448 (Bankr. E.D. Tenn. 1998). “” Tenn.Code Ann. § 61-1-105 (Supp. 1995). “While it is clear [that] establishing the existence of a partnership is a less rigid process than for a limited partnership, there must still be sufficient evidence of ‘the intent to do the things which constitute a partnership.”
Bush v. Taylor (In Re Taylor & Assocs., L.P.), 249 B.R. 474 (E.D. Tenn. 1998). “§ 61-1-105 (a), there must be a finding both Dudley Taylor and Joseph Taylor evinced an intent to act as partners, not just that Dudley Taylor acted in such a manner.”
John Jude v. Fred K. Riddle (Tenn. Ct. App. 2006). “In Tennessee, a partnership is defined as an association of two or more persons to carry on as co-owners a business for profit, T.C.A. § 61-1-105(a), and the receipt of a share of the profits of that business is prima facie evidence that a partnership exists, T.”
B & S Enter. v. William Rowland, Jr.,Individually, William Rowland, Sr., Individually, & William Rowland, Jr. & William Rowland, Sr. D/B/A/ USA Windows (Tenn. Ct. App. 2004). “When addressing the issue of whether an implied partnership existed, the Supreme Court has previously held: In Tennessee, a partnership is defined as an association of two or more persons to carry on as co-owners a business for profit, T.C.A. § 61-1-105(a), and the receipt of a…”
Christmas Lumber v. Robert Valiga (Tenn. Ct. App. 2002). “2001), this Court discussed what constitutes a partnership, stating: A partnership is defined in T.C.A. § 61-1-105(a) (Supp.1999) as "an association of two (2) or more persons to carry on as coowners a business for profit.”
Tim Walton v. Sharon (Walton) Camp (Tenn. Ct. App. 2001). “Camp filed her Petition in this matter, a legal, albeit oral, partnership existed between the Waltons.”
Peter Kuderewski v. Est. of Hoover Hoobs (Tenn. Ct. App. 2001). “” Tenn. Code Ann. § 61-1-105 (a). A partnership agreement does not have to be written but can be implied.”
— Tenn. Code Ann. § 61-1-105(a) — 7 cases
Pettes v. Yukon, 912 S.W.2d 709 (Tenn. Ct. App. 1995). “” T.C.A. § 61-1-105(a) (1989). The sharing of gross returns does not of itself establish a partnership, T.”
McLemore v. Olson (In Re B & L Labs., Inc.), 62 B.R. 494 (Bankr. M.D. Tenn. 1986). “§ 61-1-105(a) (Michie 1980). 29 ‘A partnership,’ says Judge Story, ‘is usually defined to be a voluntary contract between two or more competent persons to place their money, effects, labor, and skill, or some or all of them, in lawful commerce or business, with the understanding…”
John Jude v. Fred K. Riddle (Tenn. Ct. App. 2006). “In Tennessee, a partnership is defined as an association of two or more persons to carry on as co-owners a business for profit, T.C.A. § 61-1-105(a), and the receipt of a share of the profits of that business is prima facie evidence that a partnership exists, T.”
B & S Enter. v. William Rowland, Jr.,Individually, William Rowland, Sr., Individually, & William Rowland, Jr. & William Rowland, Sr. D/B/A/ USA Windows (Tenn. Ct. App. 2004). “When addressing the issue of whether an implied partnership existed, the Supreme Court has previously held: In Tennessee, a partnership is defined as an association of two or more persons to carry on as co-owners a business for profit, T.C.A. § 61-1-105(a), and the receipt of a…”
Christmas Lumber v. Robert Valiga (Tenn. Ct. App. 2002). “2001), this Court discussed what constitutes a partnership, stating: A partnership is defined in T.C.A. § 61-1-105(a) (Supp.1999) as "an association of two (2) or more persons to carry on as coowners a business for profit.”
Annotations are extracted automatically from the opinions in the
Syfert caselaw corpus and ranked by authority, recency, and
treatment. Dots show Syfertize treatment of the citing case itself.