# Tenn. Code Ann. § 61-3-106: Partnership agreement - Effect on third parties and relationship to records effective on behalf of limited partnership > Tennessee · Statutes · In force URL: https://www.frixlaw.com/law-library/statutes/STATE_TN_T61_C3_S61-3-106 ## Section - **Citation:** Tenn. Code Ann. § 61-3-106 - **Heading:** Partnership agreement - Effect on third parties and relationship to records effective on behalf of limited partnership - **Jurisdiction:** Tennessee - **Kind:** Statutes - **Status:** In force - **Text as of:** August 14, 2026 - **Source:** Compiled text - **Location:** TN Code / Title 61 / Chapter 3 / Section 61-3-106 ## Text (a) A partnership agreement may specify that its amendment requires the approval of a person who is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. (b) The obligations of a limited partnership and its partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under § 61-3-703(b)(2) to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner: (1) Is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner; and (2) Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner. (c) If a record delivered by a limited partnership to the secretary of state for filing becomes effective and contains a provision that would be ineffective under § 61-3-104(c) if contained in the partnership agreement, the provision is ineffective in the record. (d) Subject to subsection (c), if a record delivered by a limited partnership to the secretary of state for filing becomes effective and conflicts with the partnership agreement: (1) The agreement prevails as to partners, persons dissociated as partners, and transferees; and (2) The record prevails as to other persons to the extent they reasonably rely on the record. Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018. (a) A partnership agreement may specify that its amendment requires the approval of a person who is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. (b) The obligations of a limited partnership and its partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under § 61-3-703(b)(2) to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner: (1) Is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner; and (2) Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner. (1) Is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner; and (2) Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner. (c) If a record delivered by a limited partnership to the secretary of state for filing becomes effective and contains a provision that would be ineffective under § 61-3-104(c) if contained in the partnership agreement, the provision is ineffective in the record. ive to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner. (c) If a record delivered by a limited partnership to the secretary of state for filing becomes effective and contains a provision that would be ineffective under § 61-3-104(c) if contained in the partnership agreement, the provision is ineffective in the record. (d) Subject to subsection (c), if a record delivered by a limited partnership to the secretary of state for filing becomes effective and conflicts with the partnership agreement: (1) The agreement prevails as to partners, persons dissociated as partners, and transferees; and (2) The record prevails as to other persons to the extent they reasonably rely on the record. (1) The agreement prevails as to partners, persons dissociated as partners, and transferees; and (2) The record prevails as to other persons to the extent they reasonably rely on the record. 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) --- Source: Frix Law Library, https://www.frixlaw.com/law-library/statutes/STATE_TN_T61_C3_S61-3-106. Check the current official text before relying on it. Not legal advice.