Tenn. Code Ann. § 61-2-402

This is the official text of Tenn. Code Ann. § 61-2-402, 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.

When person ceases to be partner

Official statutory text

(a) A person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (1) The general partner withdraws from the limited partnership as provided in § 61-2-602 ; (2) The general partner ceases to be a general partner of the limited partnership as provided in § 61-2-702 ; (3) The general partner is removed as a general partner in accordance with the partnership agreement; (4) Unless otherwise provided in the partnership agreement, or with the approval of all partners, the general partner: (A) Makes an assignment for the benefit of creditors; (B) Files a voluntary petition in bankruptcy; (C) Is adjudged bankrupt or insolvent, or has entered against him an order for relief in any bankruptcy or insolvency proceeding; (D) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (E) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or (F) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties; (5) Unless otherwise provided in the partnership agreement, or with the approval of all partners, one hundred twenty (120) days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within ninety (90) days after the appointment without his consent or acquiescence of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed, or within ninety (90) days after the expiration of any such stay, the appointment is not vacated; (6) In the case of a general partner who is a natural person: (A) His death; or (B) The entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his property; (7) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee); (8) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership; (9) In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter and the expiration of ninety (90) days after the date of notice to the corporation of administrative dissolution or revocation without a reinstatement of its charter; or (10) Unless otherwise provided in the partnership agreement, or with the written consent of all partners in the case of a general partner that is an estate, the distribution by the fiduciary of the estate's entire interest in the limited partnership. (b) A general partner who suffers an event that with the passage of the specified period becomes an event of withdrawal under subdivisions (a)(4), (5) or (9) shall notify each other general partner, or in the event that there is no other general partner, each limited partner, of the occurrence of the event within thirty (30) days after the date of its occurrence. Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 42-47.
artner who suffers an event that with the passage of the specified period becomes an event of withdrawal under subdivisions (a)(4), (5) or (9) shall notify each other general partner, or in the event that there is no other general partner, each limited partner, of the occurrence of the event within thirty (30) days after the date of its occurrence. Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 42-47.
(a) A person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (1) The general partner withdraws from the limited partnership as provided in § 61-2-602 ; (2) The general partner ceases to be a general partner of the limited partnership as provided in § 61-2-702 ; (3) The general partner is removed as a general partner in accordance with the partnership agreement; (4) Unless otherwise provided in the partnership agreement, or with the approval of all partners, the general partner: (A) Makes an assignment for the benefit of creditors; (B) Files a voluntary petition in bankruptcy; (C) Is adjudged bankrupt or insolvent, or has entered against him an order for relief in any bankruptcy or insolvency proceeding; (D) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (E) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or (F) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties; (5) Unless otherwise provided in the partnership agreement, or with the approval of all partners, one hundred twenty (120) days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within ninety (90) days after the appointment without his consent or acquiescence of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed, or within ninety (90) days after the expiration of any such stay, the appointment is not vacated; (6) In the case of a general partner who is a natural person: (A) His death; or (B) The entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his property; (7) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee); (8) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership; (9) In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter and the expiration of ninety (90) days after the date of notice to the corporation of administrative dissolution or revocation without a reinstatement of its charter; or (10) Unless otherwise provided in the partnership agreement, or with the written consent of all partners in the case of a general partner that is an estate, the distribution by the fiduciary of the estate's entire interest in the limited partnership.
(1) The general partner withdraws from the limited partnership as provided in § 61-2-602 ;
(2) The general partner ceases to be a general partner of the limited partnership as provided in § 61-2-702 ;
(3) The general partner is removed as a general partner in accordance with the partnership agreement;
te, the distribution by the fiduciary of the estate's entire interest in the limited partnership.
(1) The general partner withdraws from the limited partnership as provided in § 61-2-602 ;
(2) The general partner ceases to be a general partner of the limited partnership as provided in § 61-2-702 ;
(3) The general partner is removed as a general partner in accordance with the partnership agreement;
(4) Unless otherwise provided in the partnership agreement, or with the approval of all partners, the general partner: (A) Makes an assignment for the benefit of creditors; (B) Files a voluntary petition in bankruptcy; (C) Is adjudged bankrupt or insolvent, or has entered against him an order for relief in any bankruptcy or insolvency proceeding; (D) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (E) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or (F) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties;
(A) Makes an assignment for the benefit of creditors;
(B) Files a voluntary petition in bankruptcy;
(C) Is adjudged bankrupt or insolvent, or has entered against him an order for relief in any bankruptcy or insolvency proceeding;
(D) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;
(E) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or
(F) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties;
(5) Unless otherwise provided in the partnership agreement, or with the approval of all partners, one hundred twenty (120) days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within ninety (90) days after the appointment without his consent or acquiescence of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed, or within ninety (90) days after the expiration of any such stay, the appointment is not vacated;
(6) In the case of a general partner who is a natural person: (A) His death; or (B) The entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his property;
(A) His death; or
(B) The entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his property;
(7) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee);
(8) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;
(9) In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter and the expiration of ninety (90) days after the date of notice to the corporation of administrative dissolution or revocation without a reinstatement of its charter; or
ommencement of winding up of the separate partnership;
(9) In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter and the expiration of ninety (90) days after the date of notice to the corporation of administrative dissolution or revocation without a reinstatement of its charter; or
(10) Unless otherwise provided in the partnership agreement, or with the written consent of all partners in the case of a general partner that is an estate, the distribution by the fiduciary of the estate's entire interest in the limited partnership.
(b) A general partner who suffers an event that with the passage of the specified period becomes an event of withdrawal under subdivisions (a)(4), (5) or (9) shall notify each other general partner, or in the event that there is no other general partner, each limited partner, of the occurrence of the event within thirty (30) days after the date of its occurrence.
Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 42-47.

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.