Tenn. Code Ann. § 61-3-804: Power to bind partnership after dissolution

(a) A limited partnership is bound by a general partner's act after dissolution that: (1) Is appropriate for winding up the limited partnership's activities and affairs; or (2) Would have bound the partnership under § 61-3-402 before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution. (b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if: (1) At the time the other party enters into the transaction: (A) Less than one (1) year has passed since the dissociation; and (B) The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner; and (2) The act: (A) Is appropriate for winding up the limited partnership's activities and affairs; or (B) Would have bound the limited partnership under § 61-3-402 before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution. Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.

(a) A limited partnership is bound by a general partner's act after dissolution that: (1) Is appropriate for winding up the limited partnership's activities and affairs; or (2) Would have bound the partnership under § 61-3-402 before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.

(1) Is appropriate for winding up the limited partnership's activities and affairs; or

(2) Would have bound the partnership under § 61-3-402 before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.

(b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if: (1) At the time the other party enters into the transaction: (A) Less than one (1) year has passed since the dissociation; and (B) The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner; and (2) The act: (A) Is appropriate for winding up the limited partnership's activities and affairs; or (B) Would have bound the limited partnership under § 61-3-402 before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.

(1) At the time the other party enters into the transaction: (A) Less than one (1) year has passed since the dissociation; and (B) The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner; and

(A) Less than one (1) year has passed since the dissociation; and

(B) The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner; and

(2) The act: (A) Is appropriate for winding up the limited partnership's activities and affairs; or (B) Would have bound the limited partnership under § 61-3-402 before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.

(A) Is appropriate for winding up the limited partnership's activities and affairs; or

(B) Would have bound the limited partnership under § 61-3-402 before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.