Foreign Limited Partnership Registration in Tennessee

A limited partnership organized under the law of another jurisdiction is a foreign limited partnership in Tennessee. The state's name for the step is registration, and the rule is in Title 61, chapter 3, part 10 of the Tennessee Code. Section 61-3-1002 provides that a foreign limited partnership shall not do business in Tennessee until the registration is complete.

Home law keeps its role. Section 61-3-1001 leaves three things to the jurisdiction of formation: the partnership's structure, its governance, and each partner's liability for partnership obligations. A mismatch with Tennessee's rules is no ground for turning registration away. In the other direction, registration gives the partnership no power that a Tennessee limited partnership would lack.

The statute never defines "do business". It names eleven activities that fall outside the phrase instead, and section 61-3-1005 presents them as illustrations and not as a closed set:

• Litigation or a dispute, whether the partnership sues, defends or settles
• Partner or representative meetings and other internal matters
• Bank accounts
• Offices or agents that transfer or record the partnership's own securities, and trustees or depositories appointed for them
• Sales through independent contractors
• Orders gathered by mail, staff or others that are not binding until accepted beyond Tennessee's borders
• Borrowing and lending, including deeds of trust, mortgages and security interests
• Collecting debts and enforcing security
• Owning real or personal property, "without more"
• One isolated transaction finished within a month and unconnected to a series of like deals
• Business in interstate commerce

Being a partner is not enough

Holding a partnership interest does not by itself put a person in business in Tennessee. The list also says nothing about service of process, taxation or regulation: those can still apply under other Tennessee statutes to a partnership that never had to register.

Property

Owning property in Tennessee falls within the "without more" exclusion. A second allowance covers real estate acquired by enforcing a mortgage or deed of trust: managing and renting it for a reasonable period does not count, so long as the owner is trying to sell down the investment and maintains no office in the state other than through an independent agency. When a partnership owns property and also operates on it or from it, the exclusion is not a safe harbor. Ask a Tennessee attorney about close cases.

The registration form is SS-9416, and the state fee is $600, the amount printed on the form and in the fee statute. The Secretary of State's FAQ says foreign limited partnerships file on paper, while the form's instructions still describe a TNCaB route, so confirm the current method with the Division. On paper, a general partner signs the printed form, and it is delivered to the state's Corporate Filing unit in Nashville, by mail or over the counter. Paying by card or e-check adds a surcharge whose size the state leaves unstated. A check or money order must name the Tennessee Secretary of State as payee, since the state rejects other payees.

What the form covers

• The partnership's home name, and a Tennessee name if the home name lacks the words Tennessee requires
• The home jurisdiction, the formation date and a statement from a general partner that the partnership validly exists there
• The registered agent and office, with a Tennessee street address, county and email
• The principal office and a mailing address
• The fiscal year-end month, defaulting to December
• The date the partnership first did, or means to do, business in Tennessee
• Each general partner and an address for each
• Industry codes, an optional delayed effective date and an optional election to register as an obligated member entity

The form states that everything on it is a public record.

Yes, Tennessee requires one, and it expires quickly. The home official who has custody of limited partnership records must supply an existence certificate (or another authenticated record that serves the same purpose), and it goes in with the application. Under section 61-3-1003 and the form, its date may not fall more than two months before Tennessee receives your filing. The Secretary of State sends back an application that lacks a valid one.

The general partner's own statement that the partnership validly exists is a separate requirement and does not replace the certificate. Obtain the certificate from the home office, then file promptly. You or your attorney place that order; Mainstay Filing does not.

A foreign limited partnership registers under a name that includes "limited partnership", "LP" or "L.P." (a limited liability limited partnership uses its own designation). It can pick a different name for Tennessee, and adding the required words to the home name needs no separate assumed-name filing. An assumed name filing costs $20.

Registered agent

Tennessee requires every registered foreign limited partnership to designate and maintain a registered agent. Naming one affirms that the agent agreed to be served, and the agent must keep a place of business in Tennessee. The form asks whether the agent is an individual or an organization, and it asks for a Tennessee street address with county and email. A post office box will not do. The statute does not set business hours.

Annual report

Every year the registered partnership files an annual report, and the state charges $20 for it. The due date is April 1 for a partnership with the default December year-end, and it moves with the fiscal year-end otherwise, landing four months after the year closes. The report names the partnership, its registered agent and office, at least one general partner, and its home jurisdiction. Changed agent or principal office details in the report count as a statement of change.

Changes and leaving

An amended registration costs $20, and a change of agent or office is a $20 statement of change. A partnership that stops doing business files a certificate of cancellation of its registration for $20, accompanied by a Revenue Department good-standing confirmation.

Revocation can begin if the annual report is two months overdue, if the partnership goes two months with no agent or office, or if an agent change goes unreported for that long. After notice, the partnership has two months to correct the problem, and reinstatement afterward costs $70. Separately, the Revenue Department tells limited partnerships that are registered or operating in Tennessee to sign up for franchise and excise taxes.

Section 61-3-1002 spells out the exposure.

• A foreign limited partnership doing business in Tennessee has no standing to bring a case there unless it is registered and has paid the fees for the years it spent unregistered.
• It "shall be fined" and must pay the Secretary of State three times the otherwise required filing fees, counted once for every year, including a partial one, in which it failed to register.
• Once a year or more has passed, the registration is not filed until the Revenue Department supplies a letter of good standing.
• Contracts and acts survive, the partnership may still defend a suit, and neither general nor limited partners lose their liability limits.

Since the penalty is counted by year, every additional year multiplies the amount the partnership has to settle before registering.

A limited partnership registers by another route than Mainstay Filing's checkout, which is built for LLCs and business corporations: the partnership or its attorney sends Form SS-9416 to the Secretary of State. The registered agent is the piece Mainstay Filing provides here, at $149 per year, with renewals priced the same.

The Tennessee address you list is Mainstay Filing's, and it will show in the state's records. Process served there is scanned and appears in your account the day it arrives, with no fee, and three official letters per year are scanned free. If someone else is the agent today, Mainstay Filing submits the replacement, passing the state's own charge to you unchanged. Details are on the Tennessee registered agent page. Mainstay Filing does not practice law, so put the question of whether your partnership must register to your own lawyer.