Tenn. Code Ann. § 61-3-106: Partnership agreement - Effect on third parties and relationship to records effective on behalf of limited partnership

(a) A partnership agreement may specify that its amendment requires the approval of a person who is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. (b) The obligations of a limited partnership and its partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under § 61-3-703(b)(2) to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner: (1) Is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner; and (2) Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner. (c) If a record delivered by a limited partnership to the secretary of state for filing becomes effective and contains a provision that would be ineffective under § 61-3-104(c) if contained in the partnership agreement, the provision is ineffective in the record. (d) Subject to subsection (c), if a record delivered by a limited partnership to the secretary of state for filing becomes effective and conflicts with the partnership agreement: (1) The agreement prevails as to partners, persons dissociated as partners, and transferees; and (2) The record prevails as to other persons to the extent they reasonably rely on the record. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.

(a) A partnership agreement may specify that its amendment requires the approval of a person who is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.

(b) The obligations of a limited partnership and its partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under § 61-3-703(b)(2) to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner: (1) Is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner; and (2) Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner.

(1) Is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner; and

(2) Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner.

(c) If a record delivered by a limited partnership to the secretary of state for filing becomes effective and contains a provision that would be ineffective under § 61-3-104(c) if contained in the partnership agreement, the provision is ineffective in the record.

ive to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner.

(c) If a record delivered by a limited partnership to the secretary of state for filing becomes effective and contains a provision that would be ineffective under § 61-3-104(c) if contained in the partnership agreement, the provision is ineffective in the record.

(d) Subject to subsection (c), if a record delivered by a limited partnership to the secretary of state for filing becomes effective and conflicts with the partnership agreement: (1) The agreement prevails as to partners, persons dissociated as partners, and transferees; and (2) The record prevails as to other persons to the extent they reasonably rely on the record.

(1) The agreement prevails as to partners, persons dissociated as partners, and transferees; and

(2) The record prevails as to other persons to the extent they reasonably rely on the record.