61-2-904 - Name Registered office and agent.
61-2-904. Name Registered office and agent.
(a) A foreign limited partnership may register with the secretary of state under any name (whether or not it is the name under which it is registered in the jurisdiction of its organization) that includes the words Limited Partnership or the abbreviation L.P. and that could be registered by a domestic limited partnership; provided, however, that a foreign limited partnership may not register under any name which is not such as to distinguish it upon the records of the secretary of state from an assumed corporate name or the name of any domestic or foreign corporation or limited partnership reserved, registered or organized under the laws of the state of Tennessee. A limited partnership may apply to the secretary of state for authorization to use a name that is not distinguishable upon his records from one (1) or more of the names described in the preceding sentence. The secretary of state shall authorize use of the name applied for if:
(1) The other corporation or limited partnership consents to the use in writing and submits an undertaking in form satisfactory to the secretary of state to change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applying limited partnership; or
(2) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
(b) Each foreign limited partnership shall continuously maintain in the state of Tennessee:
(1) A registered office which may but need not be a place of its business in the state of Tennessee; and
(2) A registered agent, which agent may be either an individual resident of the state of Tennessee whose business office is identical with the limited partnership's registered office, or a domestic corporation or a foreign corporation authorized to transact business in the state of Tennessee having a business office identical with such registered office.
(c) A foreign limited partnership authorized to transact business in this state may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:
(1) Its name;
(2) The street address, including the zip code, of its current registered office;
(3) If the current registered office is to be changed, the street address, including the zip code, of its new registered office and the county in which the office is located;
(4) The name of its current registered agent;
(5) If the current registered agent is to be changed, the name of its new registered agent; and
(6) That after the change or changes are made, the street addresses, including zip codes, of its registered office and the business office of its registered agent will be identical.
(d) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any foreign limited partnership for which he is a registered agent by notifying the limited partnership in writing of the change and signing (either manually or in facsimile) and delivering to the secretary of state for filing a statement of change that complies with the requirements of subsection (c) and recites that the limited partnership has been notified of the change.
(e) Each foreign limited partnership authorized to transact business in this state shall comply with the provisions of § 61-2-104(e).
(f) The registered agent of a foreign limited partnership may resign his agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by his certification that he has mailed a copy thereof to the principal office of the limited partnership by certified mail. The statement or resignation may include a statement that the registered office is also discontinued. The agency appointment is terminated, and the registered office discontinued if so provided, on the date on which the statement is filed by the secretary of state.
[Acts 1988, ch. 922, § 1; 1989, ch. 270, § 74.]