Tennessee Code Annotated

Tenn. Code Ann. § 61-2-403 (2026)

Rights and powers - Liabilities

✓ current as of May 2026

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(a) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.

(b) Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.

Acts 1988, ch. 922, § 1.

Notes of Decisions

Cited in 3 cases, 1992–1997 · leading case: Pioneer Inv. Servs. Co. v. Cain P'ship, Ltd. (In Re Pioneer Inv. Servs. Co.), 141 B.R. 635 (Bankr. E.D. Tenn. 1992).

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Pioneer Inv. Servs. Co. v. Cain P'ship, Ltd. (In Re Pioneer Inv. Servs. Co.), 141 B.R. 635 (Bankr. E.D. Tenn. 1992). · cites it 2× “[ 24 ] Tenn.Code Ann. § 61-2-403 (1989). 61-2-109.”

Taylor v. Bush (In Re Taylor & Assocs., L.P.), 249 B.R. 431 (E.D. Tenn. 1997). · cites it 2× “” Tenn.Code Ann. § 61-2-403(a). In a partnership without limited partners, “[a]ll partners are liable jointly and severally for everything chargeable to the partnership.”

Dickenson v. Am. Gen. Fin. (In re Capps), 135 B.R. 821 (Bankr. E.D. Tenn. 1992). · cites it 2× “See Tenn.Code Ann. § 61-2-403 (1989). Under Tennessee law, limited partners are not liable for the obligations of a limited partnership and do not participate in the control of the business.”

— Tenn. Code Ann. § 61-2-403(a) — 1 case

Taylor v. Bush (In Re Taylor & Assocs., L.P.), 249 B.R. 431 (E.D. Tenn. 1997). “” Tenn.Code Ann. § 61-2-403(a). In a partnership without limited partners, “[a]ll partners are liable jointly and severally for everything chargeable to the partnership.”

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