Tenn. Code Ann. § 61-1-905
This is the official text of Tenn. Code Ann. § 61-1-905, part of Tennessee’s Code Ann — part of the compiled statutory law of Tennessee, published by the state as "Code Ann." Browse the sections below, each linked to its official government source.
Not legal advice. This page reproduces the official text of a government statute for reference only. Laws change, and how a statute applies depends on your specific facts. For advice about your situation, consult a licensed attorney in your state.
Merger of partnerships
Official statutory text
(a) Pursuant to a plan of merger approved as provided in subsection (c), a partnership may be merged with one (1) or more partnerships or limited partnerships. (b) The plan of merger must set forth: (1) The name of each partnership or limited partnership that is a party to the merger; (2) The name of the surviving entity into which the other partnership or limited partnerships will merge; (3) Whether the surviving entity is a partnership or a limited partnership and the status of each partner; (4) The terms and conditions of the merger; (5) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part; and (6) The street address of the surviving entity's chief executive office. (c) The plan of merger must be approved: (1) In the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and (2) In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement. (d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan. (e) The merger takes effect on the later of: (1) The approval of the plan of merger by all parties to the merger, as provided in subsection (c); (2) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or (3) Any effective date specified in the plan of merger. Acts 2001, ch. 353.
(a) Pursuant to a plan of merger approved as provided in subsection (c), a partnership may be merged with one (1) or more partnerships or limited partnerships.
(b) The plan of merger must set forth: (1) The name of each partnership or limited partnership that is a party to the merger; (2) The name of the surviving entity into which the other partnership or limited partnerships will merge; (3) Whether the surviving entity is a partnership or a limited partnership and the status of each partner; (4) The terms and conditions of the merger; (5) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part; and (6) The street address of the surviving entity's chief executive office.
(1) The name of each partnership or limited partnership that is a party to the merger;
(2) The name of the surviving entity into which the other partnership or limited partnerships will merge;
(3) Whether the surviving entity is a partnership or a limited partnership and the status of each partner;
(4) The terms and conditions of the merger;
(5) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part; and
(6) The street address of the surviving entity's chief executive office.
he surviving entity is a partnership or a limited partnership and the status of each partner;
(4) The terms and conditions of the merger;
(5) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part; and
(6) The street address of the surviving entity's chief executive office.
(c) The plan of merger must be approved: (1) In the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and (2) In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.
(1) In the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and
(2) In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.
(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
(e) The merger takes effect on the later of: (1) The approval of the plan of merger by all parties to the merger, as provided in subsection (c); (2) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or (3) Any effective date specified in the plan of merger.
(1) The approval of the plan of merger by all parties to the merger, as provided in subsection (c);
(2) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or
(3) Any effective date specified in the plan of merger.
Acts 2001, ch. 353.
(a) Pursuant to a plan of merger approved as provided in subsection (c), a partnership may be merged with one (1) or more partnerships or limited partnerships.
(b) The plan of merger must set forth: (1) The name of each partnership or limited partnership that is a party to the merger; (2) The name of the surviving entity into which the other partnership or limited partnerships will merge; (3) Whether the surviving entity is a partnership or a limited partnership and the status of each partner; (4) The terms and conditions of the merger; (5) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part; and (6) The street address of the surviving entity's chief executive office.
(1) The name of each partnership or limited partnership that is a party to the merger;
(2) The name of the surviving entity into which the other partnership or limited partnerships will merge;
(3) Whether the surviving entity is a partnership or a limited partnership and the status of each partner;
(4) The terms and conditions of the merger;
(5) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part; and
(6) The street address of the surviving entity's chief executive office.
he surviving entity is a partnership or a limited partnership and the status of each partner;
(4) The terms and conditions of the merger;
(5) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part; and
(6) The street address of the surviving entity's chief executive office.
(c) The plan of merger must be approved: (1) In the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and (2) In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.
(1) In the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and
(2) In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.
(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
(e) The merger takes effect on the later of: (1) The approval of the plan of merger by all parties to the merger, as provided in subsection (c); (2) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or (3) Any effective date specified in the plan of merger.
(1) The approval of the plan of merger by all parties to the merger, as provided in subsection (c);
(2) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or
(3) Any effective date specified in the plan of merger.
Acts 2001, ch. 353.
Status: in_force
Need a lawyer in Tennessee?
Find a Tennessee lawyer
About this page: Statute text is reproduced from official government publishers via the
Open US Law dataset
(Vaquill AI, snapshot v2026.08, CC BY 4.0). Primary legislative text like this is public domain under the government-edicts doctrine
(Georgia v. Public.Resource.Org, 2020). We link every section back to its official source so you can verify it independently.