Tennessee Partnership Agreement

Tennessee partnership agreements detail the operations and ownership of a for-profit business. The co-owners or partners determine and then agree to their contributions, benefits, and responsibilities with this contract through a binding signature.

Last updated February 5th, 2025

Tennessee partnership agreements detail the operations and ownership of a for-profit business. The co-owners or partners determine and then agree to their contributions, benefits, and responsibilities with this contract through a binding signature.

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Tennessee Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) Statement of Partnership Authority (Filing Fee: $20.00)
Limited Partnership (LP) Certificate of Limited Partnership (Filing Fee: $100.00)
Limited Liability Partnership (LLP) Application for Registration Limited Liability Partnership (Filing Fee: $50.00/member, Minimum: $250.00, Maximum: $2,500.00)
Limited Liability Limited Partnership (LLLP) Certificate of Limited Partnership (Filing Fee: $100.00) Include the required language and options.

Fiduciary Duty

Duty of Loyalty: 

  • Partners who act as trustees for their partnership and receive “property, profit, or benefit” must produce a record of each receipt resulting from the utilization of partnership property and opportunities accordingly. [1]
  • Partners do not act with, for, or as a party with interests that are “adverse” ot the partnership. [2]
  • All partners respect their “partnership’s activities and affairs” by refraining from conducting business that competes with the partnership while it is active.[3]

Duty of Care:

  • Partners are expressly restricted by law, as well as their partnership agreement, from carrying in “grossly negligent or reckless conduct.”[4]

General partners are a limited partnership’s agent and thus possess the authority to sign instruments to bind the partnership during the “ordinary course of the partnership’s activities and affairs.” [5]

General partners follow good faith standards whenever exercising “any rights” with their partnership.[6]

Liability

General partners hold liability for their limited partnership’s “debts” and “obligations” alike but can mitigate such liabilities if “provided by law” or claimant agreements.[7]
A general partner’s liability for an LP’s debts and obligations arises after their admittance; however, they do not assume any liability for prior obligations.[8]
Once a limited partnership is a limited liability limited partnership, it protects its general partners from liabilities simply for “being or acting as a general partner,” but this protection only exists while the LP is an actively registered LLLP. [9]
General partners do not automatically assume a partnership’s debt liabilities merely because there is a failure to “observe formalities” involved in management or the “exercise of its powers” [10]

State Definitions (9)

General partner means the legal entity or person the partnership agreement identifies with this title in a business with at least two partners.[11]
Limited partner means the participating co-owner of a limited partnership as well as the person the partnership agreement identifies as such. [12][13]
Partnership means two (or more) persons are the formal co-owners of a business that is compliant with the Tennessee Uniform Partnership Act or the “comparable law of another  jurisdiction.” [14]
Limited partnership means the domestic partnership specifically complies with all registration and operating requirements of the Tennessee Uniform Limited Partnership Act.[15]
Limited liability partnership means a partnership is registered with Tennessee as a limited liability partnership through its intentional statements, is compliant with Tennessee law, and, especially, does not have “a similar statement” or registration in a state outside of Tennessee. [16]
Limited liability limited partnership means that a limited partnership holds a legally accepted certificate of limited partnership that states “the partnership is a limited liability limited partnership.” [17]
Foreign limited liability partnership means a limited liability partnership specifically from another state, country, or other jurisdiction outside of Tennessee but holds this designation under “those laws.” [18]
Foreign limited partnership means that a partnership is a limited partnership originating from “a jurisdiction other than this state” as well as legally operating as a limited partnership under the laws of a jurisdiction comparable to but not Tennessee.[19]
Foreign limited liability limited partnership means, specifically, that a foreign limited partnership protects its general partners from personal liability of the LP’s “debts” and other “obligations” because the laws of the foreign jurisdiction classify the non-incorporated entity as such and that it is actively registered in such jurisdiction.[20]