Tennessee Code Annotated
Tenn. Code Ann. § 61-2-102 (2026)
Name of partnership
✓ current as of May 2026
The name of each limited partnership as set forth in its certificate of limited partnership:
- (1) Shall contain the words "Limited Partnership" or the abbreviation "L.P.";
- (2) May contain the words "association," "club," "company," "foundation," "fund," "institute," "society," "union," "syndicate," "limited," "trust," or abbreviations of like import, but shall not contain the words "corporation" or "incorporated" or abbreviations of like import;
- (3) May contain the name of a partner; and
- (4)
- (A) Except as authorized by subdivision (4)(B), must be such as to distinguish it upon the records of the secretary of state from the respective names of or for every other entity, whether true, assumed, reserved or registered, to the extent the use or reservation of such names is evidenced by a filing with the secretary of state under applicable law;
- (B) A limited partnership, or person acting on behalf of a limited partnership not yet registered, may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from one (1) or more of the names described in subdivision (4)(A). The secretary of state shall authorize use of the indistinguishable name applied for, if:
- (i) The person holding the right to use the previously filed name described in subdivision (4)(A) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant;
- (ii) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state; or
- (iii) The person holding the right to use the previously filed name described in subdivision (4)(A) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 4, 5; 1994, ch. 868, §§ 10, 11; 2010, ch. 743, §§ 11, 12.
Notes of Decisions
Cited in 2
cases, 1987–1991 · leading case: In Re Tennol Energy Co., 127 B.R. 820 (Bankr. E.D. Tenn. 1991).
In Re Tennol Energy Co., 127 B.R. 820 (Bankr. E.D. Tenn. 1991). “Count I alleges that the defendants failed to substantially comply in good faith with the requirements of Tennessee Code Annotated § 61-2-102 because the debtor’s certificate of limited partnership did not accurately reflect the actual capital investments (or lack thereof) of…”
In Re Fairfield Grp. P'ship, 69 B.R. 318 (Bankr. E.D. Tenn. 1987). “Tenn.Code Ann. § 61-2-102 (1980), entitled "Certificate of Limited Partnership,” provides in material part: (a) Two (2) or more persons desiring to form a limited partnership shall: (1) Sign and swear to a certificate which shall state: (D) The name and place of residence of…”
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