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Tenn. Code Ann. § 48-204-101

Conversion of a general partnership or limited partnership to an LLC

(1) Conversion. A general or limited partnership organized in this state may be converted to an LLC pursuant to this section.

(2) Terms and Conditions. The terms and conditions of a conversion of a general or limited partnership to an LLC must, in the case of a general partnership, be approved by all the partners or by a number or percentage specified for conversion in the partnership agreement or, in the case of a limited partnership, by all of the partners, notwithstanding any provision to the contrary in the limited partnership agreement, unless such limited partnership was formed after December 31, 1993, and the original agreement of limited partnership provided for a conversion or a procedure of conversion of the limited partnership to an LLC without the consent of all partners, in which case the approval or procedure under the original limited partnership agreement shall be sufficient.

(3) Filing. After the conversion is approved under subsection (b), the general or limited partnership shall file articles of conversion with the office of the secretary of state which satisfy the requirements of § 48-205-101 and also shall include: A statement that the general or limited partnership was converted to a limited liability company from a general or limited partnership, as the case may be;

(4) The name and principal business address of the former general or limited partnership;

(5) In the case of a general partnership, the name of each of the partners, and in the case of a limited partnership, the name of each of the limited partnership's general partners;

(6) In the case of a general or limited partnership, a statement that the terms and conditions of the conversion have been approved by the unanimous vote of the partners or by the number or percentage specified for conversion in the partnership agreement;

(7) In the case of a limited partnership formed under Tennessee law prior to January 1, 1989, that has not elected to be governed by title 61, chapter 2, as amended, a statement indicating in which county register of deeds office the certificate of limited partnership and all amendments thereto were filed, including the date of the filings and the books and pages or other file reference numbers; and

(8) The number of members of the LLC at the date of conversion.

Current official text: Tennessee Code (LexisNexis). Digitized from the UniCourt Code Improvement Commission public-domain capture. Reproduced from public-domain Tennessee statutes; confirm against the official source for the current text. Not legal advice.