48-204-101 - Conversion of a general partnership or limited partnership to an LLC. - Tennessee Statutes

48-204-101. Conversion of a general partnership or limited partnership to an LLC.

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

(b)  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.

(c)  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:

     (1)  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;

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

     (3)  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;

     (4)  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;

     (5)  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

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

(d)  Effective Date.  In the case of a general partnership, the conversion takes effect when the articles of conversion are filed with the secretary of state or at any later date on or before ninety (90) days from filing of the articles of conversion if specified in such articles. The same presumptions that apply to the filing of the articles under chapter 203 of this title apply to the filing of the articles of conversion. In the case of a limited partnership, the filing of the articles of conversion with the office of the secretary of state, in compliance with this section, shall constitute and, for purposes of title 61, chapter 2, be deemed to be a certificate of cancellation of the limited partnership. 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 copy of the articles of conversion shall be filed in the register of deeds office in the county in which the certificate of limited partnership of the limited partnership was filed; provided, that the failure to make such filing shall not prevent the conversion from becoming effective as provided in this subsection. The register of deeds may charge five dollars ($5.00) plus fifty cents (50¢) per page in excess of five (5) pages for such filing.

(e)  Continuing Liability for Pre-LLC Liabilities.  In the case of a general partnership, a partner, or in the case of a limited partnership, a general partner who becomes a member of an LLC as a result of the conversion, remains liable as a general partner for all obligations and liabilities incurred by the general partnership or limited partnership before the conversion takes effect. The former general partner's liability for all other obligations and liabilities of the LLC incurred after the conversion takes effect is that of a member as provided in chapters 201-248 of this title.

(f)  Amendment of Articles of Conversion.  Articles of conversion shall be amended in the same manner as articles of organization.

[Acts 1994, ch. 868, § 1; 1995, ch. 403, § 6; 1999, ch. 455, § 4.]