# Tenn. Code Ann. § 61-3-105: Partnership agreement - Effect on limited partnership and person becoming partner - Preformation agreement

> Tennessee · Statutes · In force

URL: https://www.frixlaw.com/law-library/statutes/STATE_TN_T61_C3_S61-3-105

## Section

- **Citation:** Tenn. Code Ann. § 61-3-105
- **Heading:** Partnership agreement - Effect on limited partnership and person becoming partner - Preformation agreement
- **Jurisdiction:** Tennessee
- **Kind:** Statutes
- **Status:** In force
- **Text as of:** August 14, 2026
- **Source:** Compiled text
- **Location:** TN Code / Title 61 / Chapter 3 / Section 61-3-105

## Text

(a) A limited partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement. (b) A person that becomes a partner is deemed to assent to the partnership agreement. (c) Two (2) or more persons intending to become the initial partners of a limited partnership may make an agreement providing that upon the formation of the partnership, the agreement shall become the partnership agreement. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
(a) A limited partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement.
(b) A person that becomes a partner is deemed to assent to the partnership agreement.
(c) Two (2) or more persons intending to become the initial partners of a limited partnership may make an agreement providing that upon the formation of the partnership, the agreement shall become the partnership agreement.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.

## Nearby sections

- [Tenn. Code Ann. § 61-3-101 Chapter definitions](https://www.frixlaw.com/law-library/statutes/STATE_TN_T61_C3_S61-3-101.md)
- [Tenn. Code Ann. § 61-3-102 Knowledge - notice](https://www.frixlaw.com/law-library/statutes/STATE_TN_T61_C3_S61-3-102.md)
- [Tenn. Code Ann. § 61-3-103 Governing law](https://www.frixlaw.com/law-library/statutes/STATE_TN_T61_C3_S61-3-103.md)
- [Tenn. Code Ann. § 61-3-104 Partnership agreement - Scope, function, and limitations](https://www.frixlaw.com/law-library/statutes/STATE_TN_T61_C3_S61-3-104.md)
- [Tenn. Code Ann. § 61-3-105 Partnership agreement - Effect on limited partnership and person becoming partner - Preformation agreement](https://www.frixlaw.com/law-library/statutes/STATE_TN_T61_C3_S61-3-105.md)
- [Tenn. Code Ann. § 61-3-106 Partnership agreement - Effect on third parties and relationship to records effective on behalf of limited partnership](https://www.frixlaw.com/law-library/statutes/STATE_TN_T61_C3_S61-3-106.md)
- [Tenn. Code Ann. § 61-3-107 Required information](https://www.frixlaw.com/law-library/statutes/STATE_TN_T61_C3_S61-3-107.md)
- [Tenn. Code Ann. § 61-3-108 Dual capacity](https://www.frixlaw.com/law-library/statutes/STATE_TN_T61_C3_S61-3-108.md)
- [Tenn. Code Ann. § 61-3-109 Nature, purpose, and duration of limited partnership](https://www.frixlaw.com/law-library/statutes/STATE_TN_T61_C3_S61-3-109.md)
- [Tenn. Code Ann. § 61-3-110 Powers](https://www.frixlaw.com/law-library/statutes/STATE_TN_T61_C3_S61-3-110.md)
- [Tenn. Code Ann. § 61-3-111 Supplemental principles of law](https://www.frixlaw.com/law-library/statutes/STATE_TN_T61_C3_S61-3-111.md)
- [Tenn. Code Ann. § 61-3-112 Permitted names](https://www.frixlaw.com/law-library/statutes/STATE_TN_T61_C3_S61-3-112.md)
- [Tenn. Code Ann. § 61-3-113 Reservation of name](https://www.frixlaw.com/law-library/statutes/STATE_TN_T61_C3_S61-3-113.md)
- [Tenn. Code Ann. § 61-3-114 Registration of name](https://www.frixlaw.com/law-library/statutes/STATE_TN_T61_C3_S61-3-114.md)

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Source: Frix Law Library, https://www.frixlaw.com/law-library/statutes/STATE_TN_T61_C3_S61-3-105. Check the current official text before relying on it. Not legal advice.