Domestic Limited Partnership Formation Filing in Tennessee

At a glance

Requirements one by one

Agreement and certificate

Tenn. Code Ann. § 61-3-101 includes oral, implied, recorded, and mixed partnership agreements. Tenn. Code Ann. § 61-3-105 lets prospective initial partners agree that their agreement becomes the partnership agreement on formation. Under § 61-3-201, that agreement is not filed: a person delivers the certificate to the secretary of state. Formation requires filing or its later effective time and at least two partners, with at least one general and one limited partner.

Certificate fields, name, and agent

Section 61-3-201 requires the LP name, principal-office street and mailing addresses, initial Tennessee registered agent and registered-office details including county, each general partner's name and street and mailing addresses, and whether the LP is an LLLP. Section 61-3-112 requires “limited partnership,” “LP,” or “L.P.” for an ordinary LP and a different LLLP designator. It requires distinguishability from the names it lists, while permitting a specified written-consent and undertaking route. Tenn. Code Ann. § 61-3-115 requires a continuously maintained Tennessee agent and makes designation an affirmation of the agent's consent. The 2023 amendment to § 61-3-101 requires that agent's office at the registered office's street address.

Signature, fee, and effective time

Section 61-3-203 requires all general partners listed in the certificate to sign. An agent may sign on written authority; the authorization need not be filed but a general partner retains it. Tenn. Code Ann. § 61-3-1205 and the Secretary of State's current SS-4470 instructions both set the $100 certificate fee. Under § 61-3-207, a delayed effective date and time may be no more than ninety days after filing. The 2018 amendment changed the default for a delayed date without a stated time to 4:30 p.m.

What trips people up

The certificate and agreement have different roles. Section 61-3-201 expressly says the partnership agreement must not be filed. The Secretary of State's current form repeats that instruction. The formation test also requires both a general and a limited partner, so a certificate alone does not answer whether the required partners have joined.

Filing is not a factual warranty. Tenn. Code Ann. § 61-3-209 requires the secretary to acknowledge a filed record with its filing date and time, but expressly says filing does not create a presumption that the record's information is correct. Under § 61-3-210, a separate certificate of existence may be relied on as conclusive evidence of its stated facts, subject to any qualification.

LLLP is an express certificate choice. Section 61-3-201 requires the certificate to state whether it is an LLLP; § 61-3-112 gives that choice a different name designator. The ordinary LP filing rules do not decide partner liability. Neither the formation provisions nor the current SS-4470 instructions require an initial newspaper publication or proof-of-publication filing.

Common questions

Can one general partner sign for the rest? The initial certificate must be signed by all general partners listed under § 61-3-203. That section permits an agent to sign for a person with written authority.

Is the agency form mandatory? The current SS-4470 packet provides a certificate format and instructions. The governing statute and any current filing rules control what the secretary will accept; § 61-3-201 supplies the required certificate content.

Must the principal office be in Tennessee? Section 61-3-201 addresses a principal office outside Tennessee and still requires the Tennessee registered-office and agent information.

Statutes and sources

• Tennessee Uniform Limited Partnership Act of 2017, 2017 Tenn. Pub. Acts ch. 440, enacting the cited sections of title 61, chapter 3 (accessed 2026-09-23).
• 2018 Tenn. Pub. Acts ch. 575 changed the delayed-date default time; 2023 Tenn. Pub. Acts ch. 102 revised the agent definition (accessed 2026-09-23).
• Tennessee Secretary of State: Form SS-4470 instructions and business forms and fees (accessed 2026-09-23).