2023 Tennessee Code
Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207)
Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207)
Part 11 - MERGER AND CONVERSION (§§ 61-3-1101 — 61-3-1115)
Section 61-3-1114 - Articles of conversion - Effective date of conversion

• (a) Articles of conversion must be signed by the converting entity and delivered to the secretary of state for filing.

• (b) Articles of conversion must contain:
  • (1) The name, jurisdiction of formation, and type of entity of the converting entity;
  • (2) The name, jurisdiction of formation, and type of entity of the converted entity;
  • (3) If the converting entity is a domestic limited partnership, a statement that the plan of conversion was approved in accordance with §§ 61-3-1112 - 61-3-1115 or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign entity in accordance with the law of its jurisdiction of formation;
  • (4) If the converted entity is a domestic filing entity, its public organic record, as an attachment; and
  • (5) If the converted entity is a domestic limited liability partnership, its application for registration, as an attachment.

• (c) In addition to the requirements of subsection (b), articles of conversion may contain any other provision not prohibited by law.

• (d) If the converted entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed.

• (e) If the converted entity is a domestic limited partnership, the conversion becomes effective when articles of conversion are effective. In all other cases, the conversion becomes effective on the later of:
  • (1) The date and time provided by the organic law of the converted entity; and
  • (2) When the articles are effective.

Amended by 2018 Tenn. Acts, ch. 575, Secs.s 31, s 32, s 33 eff. 3/16/2018.

Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.