(a) If a person is dissociated as a general partner: (1) The person's right to participate as a general partner in the management and conduct of the limited partnership's activities and affairs terminates;(2) The person's duties and obligations as a general partner under § 61-3-409 end with regard to matters arising and events occurring after the person's dissociation;(3) The person may sign and deliver to the secretary of state for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated as a general partner; and(4) Subject to § 61-3-704 and part 11 of this chapter, any transferable interest owned by the person in the person's capacity as a general partner immediately before dissociation is owned by the person solely as a transferee.(b) A person's dissociation as a general partner does not, of itself, discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners that the person incurred while a general partner.Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
Tennessee Legal Code