Tenn. Code Ann. § 61-2-801: When required - Exception

(a) A limited partnership is dissolved and its affairs shall be wound up upon the first to occur of the following: (1) At the time or upon the happening of events specified in the partnership agreement; (2) Written consent of all partners; (3) In the event of withdrawal of a general partner, unless at the time there is at least one (1) other general partner and the partnership agreement permits the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within ninety (90) days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment, effective as of the date of withdrawal, of one (1) or more additional general partners if necessary or desired; or (4) Entry of a decree of judicial dissolution under § 61-2-802 . (b) Upon dissolution of the limited partnership, a certificate of cancellation must be filed pursuant to § 61-2-203 . Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 63, 64.

(a) A limited partnership is dissolved and its affairs shall be wound up upon the first to occur of the following: (1) At the time or upon the happening of events specified in the partnership agreement; (2) Written consent of all partners; (3) In the event of withdrawal of a general partner, unless at the time there is at least one (1) other general partner and the partnership agreement permits the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within ninety (90) days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment, effective as of the date of withdrawal, of one (1) or more additional general partners if necessary or desired; or (4) Entry of a decree of judicial dissolution under § 61-2-802 .

(1) At the time or upon the happening of events specified in the partnership agreement;

(2) Written consent of all partners;

(3) In the event of withdrawal of a general partner, unless at the time there is at least one (1) other general partner and the partnership agreement permits the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within ninety (90) days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment, effective as of the date of withdrawal, of one (1) or more additional general partners if necessary or desired; or

(4) Entry of a decree of judicial dissolution under § 61-2-802 .

(b) Upon dissolution of the limited partnership, a certificate of cancellation must be filed pursuant to § 61-2-203 .