Tennessee Code Annotated

Tenn. Code Ann. § 61-2-1204 (2026)

Effective date and extended effective date

✓ current as of May 2026

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(a) All limited partnerships formed on or after January 1, 1989, the "effective date" shall be governed by this chapter.

(b) Except as provided in subsections (e) and (f), all limited partnerships formed on or after January 1, 1988, and prior to January 1, 1989, under chapter 2 of this title as hereby repealed, shall continue to be governed by that chapter until July 1, 1989, the "extended effective date," at which time such limited partnerships shall be governed by this chapter.

(c) Except as provided in subsection (e), a limited partnership formed prior to January 1, 1988, shall continue to be governed by chapter 2 of this title in effect prior to the adoption of chapter 2 of this title as hereby repealed, except that such limited partnership shall not have its term extended except under this chapter.

(d) Except as provided in subsection (e), part 9 of this chapter, relative to foreign limited partnerships, is not effective until July 1, 1989.

(e) Any limited partnership formed prior to January 1, 1989 and any foreign limited partnership may elect to be governed by this chapter before July 1, 1989 by filing with the register of deeds prior to January 1, 1989 and with the secretary of state on and after January 1, 1989 a certificate of limited partnership, or an application for registration as a foreign limited partnership which complies with this chapter or a certificate of amendment which would cause its certificate of limited partnership to comply with this chapter and which specifically states that it is electing to be so bound and by paying the fee for a certificate of limited partnership specified in § 61-2-1207(a)(8). Such certificate may be filed by any general partner without the necessity of obtaining the approval of any limited partner.

(f) With respect to a limited partnership formed on or after January 1, 1988 and prior to January 1, 1989:
- (1) On and after July 1, 1989, such limited partnership need not file with the secretary of state a certificate of amendment which would cause its certificate of limited partnership to comply with this chapter until the occurrence of an event which, under this chapter, requires the filing of a certificate of amendment;
- (2) Sections 61-2-501 and 61-2-502, and 61-2-607(b) shall apply only to contributions and distributions made after January 1, 1989; and
- (3) Section 61-2-704 shall apply only to assignments made after January 1, 1989.

Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 81-83, 86.

Notes of Decisions

Cited in 2 cases, 1992–1998 · leading case: Brandt v. Bib Enter., Ltd., 986 S.W.2d 586 (Tenn. Ct. App. 1998).

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Brandt v. Bib Enter., Ltd., 986 S.W.2d 586 (Tenn. Ct. App. 1998). · cites it 2× “T.C.A. § 61-2-1204 provides in part: (c) Except as provided in subsection (e), a limited partnership formed prior to January 1, 1988 shall continue to be governed by chapter 2 of this title in effect prior to the adoption of chapter 2 of this title as hereby repealed, except…”

Travelers Indem. Co. v. Rose (In Re Rose), 139 B.R. 878 (Bankr. W.D. Tenn. 1992). “§ 61-2-1204(c) and (e). No evidence of the debtor's partnership's election or term extension is present here; thus, counsel for Travelers has provided the Court with the pertinent provision of the former Limited Partnership Act.”

— Tenn. Code Ann. § 61-2-1204(c) — 1 case

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