Tenn. Code Ann. § 61-2-304 (2024)

• (a) Any person shall have the right to examine the current list of the names and addresses of all general and limited partners of any partnership formed under this chapter at the registered office of the partnership during reasonable business hours, and, upon payment of reasonable costs of duplication, to make a copy thereof.

• (b) Each limited partner has the right, subject to such reasonable standards (including standards governing what information and documents are to be furnished, at what time and location and at whose expense) as may be set forth in the partnership agreement or otherwise established by the general partners, to obtain from the general partners, from time to time, upon reasonable demand for any purpose reasonably related to the limited partner's interest as a limited partner:
  • (1) True and full information regarding the status of the business and financial condition of the limited partnership;
  • (2) Promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year;
  • (3) A current list of the name and last known business, residence or mailing address of each partner;
  • (4) A copy of any written partnership agreement and certificate of limited partnership and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which the partnership agreement and any certificate and all amendments thereto have been executed;
  • (5) True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each partner and which each partner has agreed to contribute in the future, and the date on which each became a partner; and
  • (6) Other information regarding the affairs of the limited partnership as is just and reasonable.

• (c) A general partner shall have the right to keep confidential from limited partners for such period of time as the general partner deems reasonable, any information which the general partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the general partner in good faith believes is not in the best interest of the limited partnership or could damage the limited partnership or its business or which the limited partnership is required by law or by agreement with a third party to keep confidential.

• (d) A limited partnership may maintain its records in other than a written form if such form is capable of conversion into written form within a reasonable time.

• (e) Any demand under this section shall be in writing and shall state the purpose of such demand.

• (f) Any action to enforce any right arising under this section shall be brought in a court of record.

Acts 1988, ch. 922, § 1; 1989, ch. 270, § 39.