Tenn. Code Ann. § 61-2-907

This is the official text of Tenn. Code Ann. § 61-2-907, 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.

Doing business without registration - Penalty

Official statutory text

(a) A foreign limited partnership doing business in this state may not maintain any action, suit or proceeding in this state until it has registered in this state and has paid to this state all fees for the years or parts thereof during which it did business in this state without having registered. (b) The failure of a foreign limited partnership to register in this state does not impair: (1) The validity of any contract or act of the foreign limited partnership; (2) The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or (3) The foreign limited partnership from defending any action, suit or proceeding in any court of this state. (c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the limited partnership having done business in this state without registration. (d) Any foreign limited partnership doing business in this state without first having registered shall be fined and shall pay to the secretary of state two hundred dollars ($200) for each year or part thereof during which the foreign limited partnership failed to register in this state. Acts 1988, ch. 922, § 1.
(a) A foreign limited partnership doing business in this state may not maintain any action, suit or proceeding in this state until it has registered in this state and has paid to this state all fees for the years or parts thereof during which it did business in this state without having registered.
(b) The failure of a foreign limited partnership to register in this state does not impair: (1) The validity of any contract or act of the foreign limited partnership; (2) The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or (3) The foreign limited partnership from defending any action, suit or proceeding in any court of this state.
(1) The validity of any contract or act of the foreign limited partnership;
(2) The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or
(3) The foreign limited partnership from defending any action, suit or proceeding in any court of this state.
(c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the limited partnership having done business in this state without registration.
(d) Any foreign limited partnership doing business in this state without first having registered shall be fined and shall pay to the secretary of state two hundred dollars ($200) for each year or part thereof during which the foreign limited partnership failed to register in this state.
Acts 1988, ch. 922, § 1.

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.