Tenn. Code Ann. § 61-3-1001: Governing law

(a) Subject to the Constitution of Tennessee: (1) The law of the jurisdiction of formation of a foreign limited partnership governs: (A) The organization and internal affairs of the foreign limited partnership; (B) The liability of a partner as partner for a debt, obligation, or other liability of the foreign limited partnership; and (C) The liability of a series of the foreign limited partnership; (2) A foreign limited partnership is not precluded from registering to do business in this state because of any difference between the law of the foreign limited partnership's jurisdiction of formation and the law of this state. (b) Registration of a foreign limited partnership to do business in this state does not authorize the foreign partnership to engage in any activities and affairs or exercise any power that a limited partnership may not engage in or exercise in this state. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.

(a) Subject to the Constitution of Tennessee: (1) The law of the jurisdiction of formation of a foreign limited partnership governs: (A) The organization and internal affairs of the foreign limited partnership; (B) The liability of a partner as partner for a debt, obligation, or other liability of the foreign limited partnership; and (C) The liability of a series of the foreign limited partnership; (2) A foreign limited partnership is not precluded from registering to do business in this state because of any difference between the law of the foreign limited partnership's jurisdiction of formation and the law of this state.

(1) The law of the jurisdiction of formation of a foreign limited partnership governs: (A) The organization and internal affairs of the foreign limited partnership; (B) The liability of a partner as partner for a debt, obligation, or other liability of the foreign limited partnership; and (C) The liability of a series of the foreign limited partnership;

(A) The organization and internal affairs of the foreign limited partnership;

(B) The liability of a partner as partner for a debt, obligation, or other liability of the foreign limited partnership; and

(C) The liability of a series of the foreign limited partnership;

(2) A foreign limited partnership is not precluded from registering to do business in this state because of any difference between the law of the foreign limited partnership's jurisdiction of formation and the law of this state.

(b) Registration of a foreign limited partnership to do business in this state does not authorize the foreign partnership to engage in any activities and affairs or exercise any power that a limited partnership may not engage in or exercise in this state.