Setting Up a Business Partnership in Tennessee (2026)
Reviewed by DocDraft Legal Team · Tennessee · Last updated 2026-05-18
Going into business together in Tennessee starts with the Revised Uniform Partnership Act, which sets out when a partnership exists; Tenn. Code section 61-1-801 sets out when it ends. The governing code is: Tennessee Revised Uniform Partnership Act, codified at Tenn. Code Title 61 Chapter 1 (sections 61-1-101 et seq.). The sections below detail the Tennessee formation rule, partner-authority default, LLP and LP filings, partnership tax return, and periodic report.
Key Considerations
Tennessee governs partnerships under the Revised Uniform Partnership Act. Tennessee Revised Uniform Partnership Act, codified at Tenn. Code Title 61 Chapter 1 (sections 61-1-101 et seq.). For general partnerships specifically, No state formation filing required. Statement of partnership authority may be filed under state UPA. (consult the state code)
Once the entity exists, the tax return and the entity report are the two recurring filings. State partnership return administered by the state revenue department. Federal counterpart: IRS Form 1065. (consult the state code) (consult the state code)
Liability-shielded variants are filed separately in Tennessee. A fee of fifty dollars ($50.00) for each partner on the date of filing, subject to a minimum of two hundred fifty dollars ($250) and a maximum of two thousand five hundred dollars ($2,500). $100
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Relevant Documents
For a Tennessee partnership the document stack runs from the agreement (private) through the state filings tied to Tennessee Revised Uniform Partnership Act, codified at Tenn. Code Title 61 Chapter 1 (sections 61-1-101 et seq.): LLP registration A fee of fifty dollars ($50.00) for each partner on the date of filing, subject to a minimum of two hundred fifty dollars ($250) and a maximum of two thousand five hundred dollars ($2,500).; LP Certificate $100; the state partnership tax return State partnership return administered by the state revenue department. Federal counterpart: IRS Form 1065. (consult the state code); the periodic entity report (consult the state code); and the wind-up authority Tenn. Code section 61-1-801 (events causing dissolution)
Buy-Sell Agreement
A contract that outlines what happens to a partner's share of the business if they die, become disabled, retire, or wish to sell their interest in the partnership.
Partnership Agreement
A comprehensive contract that outlines the rights, responsibilities, and obligations of all partners, including profit sharing, decision-making authority, capital contributions, dispute resolution, and dissolution procedures.
Partnership Capital Contribution Agreement
A document that specifies the initial and ongoing capital contributions of each partner, including cash, property, services, or other assets.
Partnership Operating Procedures
An internal document that details day-to-day operations, management responsibilities, and standard procedures for the partnership business.
Relevant Laws
Tennessee Revised Uniform Partnership Act (T.C.A. § 61-1-101 et seq.)
This is the primary law governing partnerships in Tennessee. It covers formation, operation, partner relations, and dissolution of partnerships. Understanding this act is essential as it provides the default rules that apply to your partnership if not otherwise specified in your partnership agreement.
Tennessee Business Tax Act (T.C.A. § 67-4-701 et seq.)
Partnerships in Tennessee are subject to business tax requirements. This law outlines the tax obligations for partnerships operating in Tennessee, including registration, filing, and payment requirements.
Tennessee Secretary of State Filing Requirements (T.C.A. § 61-1-1001)
While general partnerships are not required to file with the Secretary of State, limited partnerships and limited liability partnerships must register. This law outlines the filing requirements, fees, and procedures for formally registering your partnership with the state.
Tennessee Uniform Partnership Act - Partner Authority (T.C.A. § 61-1-301)
This section defines the authority of partners to bind the partnership. It's crucial to understand as it establishes that each partner is an agent of the partnership and can legally bind it in the ordinary course of business unless restricted in the partnership agreement.
Tennessee Uniform Partnership Act - Partner Liability (T.C.A. § 61-1-306)
This law establishes that partners in a general partnership are jointly and severally liable for partnership obligations. Understanding this liability exposure is critical when deciding whether a general partnership is the right business structure for your needs.
Tennessee Fictitious Name Registration (T.C.A. § 47-25-101)
If your partnership will operate under a name other than the surnames of all partners, you must register a fictitious name (also called a DBA or 'doing business as' name) with the county clerk where your business is located.
Regional Variances
Major Metropolitan Areas in Tennessee
As the state capital and largest city, Nashville has additional business registration requirements. Partnerships must register with both the Tennessee Secretary of State and the Davidson County Clerk's Office. Nashville also has specific zoning regulations that may affect home-based partnerships and requires a specific business tax license for partnerships operating within city limits.
Memphis has its own business licensing division with additional requirements for partnerships. Partnerships in Memphis must obtain a city business license in addition to state registration. Memphis also has specific regulations for partnerships in certain industries like entertainment, logistics, and healthcare that differ from other parts of Tennessee.
Knoxville requires partnerships to register with the Knox County Clerk's Office and may have additional permitting requirements depending on the nature of the business. The city also has specific economic incentive programs for partnerships establishing in designated development zones that aren't available elsewhere in Tennessee.
Rural Counties in Tennessee
Counties in East Tennessee's Appalachian region may have simplified partnership registration processes but often have stricter land use regulations that can affect business operations. Some counties offer special tax incentives for partnerships in agriculture, tourism, and manufacturing sectors to promote economic development in rural areas.
West Tennessee rural counties typically have fewer local regulations for partnerships but may require additional permits for agricultural partnerships. Some counties have specific requirements for partnerships involved in agricultural processing or direct farm marketing that differ from state-level regulations.
Special Economic Zones
Partnerships operating within Memphis' Foreign Trade Zone have special customs advantages but must comply with additional federal regulations and reporting requirements beyond standard Tennessee partnership laws.
Partnerships in technology and research fields operating in the Oak Ridge area may qualify for special incentives and grants, but face additional compliance requirements related to technology transfer and intellectual property that don't apply elsewhere in Tennessee.
Suggested Compliance Checklist
Anchor the formation step to Tennessee's partnership code
Before formation days after startingTennessee Revised Uniform Partnership Act, codified at Tenn. Code Title 61 Chapter 1 (sections 61-1-101 et seq.).
Decide how partner agency will work and write it into the agreement
During drafting days after startingThe default rule in Tennessee is: Tenn. Code section 61-1-301 (partner as agent).
Complete the Secretary of State filing for the LLP or LP variant
At formation days after startingA fee of fifty dollars ($50.00) for each partner on the date of filing, subject to a minimum of two hundred fifty dollars ($250) and a maximum of two thousand five hundred dollars ($2,500). $100
Plan for dissolution events in advance
After formation days after startingTenn. Code section 61-1-801 (events causing dissolution).
Add the partnership return to the annual compliance calendar
Ongoing days after startingState partnership return administered by the state revenue department. Federal counterpart: IRS Form 1065. (consult the state code)
Add the periodic report to the entity-maintenance calendar
During drafting days after starting(consult the state code)
Centralize the entity records
Ongoing days after startingHold the agreement, any filed statements, registration documents, EIN confirmation, and the ongoing report and tax filings in one place.
| Task | Description | Document | Days after starting |
|---|---|---|---|
| Anchor the formation step to Tennessee's partnership code | Tennessee Revised Uniform Partnership Act, codified at Tenn. Code Title 61 Chapter 1 (sections 61-1-101 et seq.). | - | Before formation |
| Decide how partner agency will work and write it into the agreement | The default rule in Tennessee is: Tenn. Code section 61-1-301 (partner as agent). | partnership-agreement | During drafting |
| Complete the Secretary of State filing for the LLP or LP variant | A fee of fifty dollars ($50.00) for each partner on the date of filing, subject to a minimum of two hundred fifty dollars ($250) and a maximum of two thousand five hundred dollars ($2,500). $100 | - | At formation |
| Plan for dissolution events in advance | Tenn. Code section 61-1-801 (events causing dissolution). | - | After formation |
| Add the partnership return to the annual compliance calendar | State partnership return administered by the state revenue department. Federal counterpart: IRS Form 1065. (consult the state code) | - | Ongoing |
| Add the periodic report to the entity-maintenance calendar | (consult the state code) | - | During drafting |
| Centralize the entity records | Hold the agreement, any filed statements, registration documents, EIN confirmation, and the ongoing report and tax filings in one place. | - | Ongoing |
Frequently Asked Questions
Forming a general partnership in Tennessee has no state filing fee because no state filing is required to create one under the state partnership act (Tennessee Revised Uniform Partnership Act, codified at Tenn. Code Title 61 Chapter 1 (sections 61-1-101 et seq.).). Registering an LLP or LP, however, does. LLP registration: A fee of fifty dollars ($50.00) for each partner on the date of filing, subject to a minimum of two hundred fifty dollars ($250) and a maximum of two thousand five hundred dollars ($2,500). LP Certificate: $100
On a recurring basis in Tennessee, a partnership has two cost lines. State tax: State partnership return administered by the state revenue department. Federal counterpart: IRS Form 1065. (consult the state code) Periodic report: consult the relevant state agency When the partnership eventually winds up, the controlling statute is Tenn. Code section 61-1-801 (events causing dissolution).
By default in Tennessee, Tenn. Code section 61-1-301 (partner as agent). That default can be modified by the partnership agreement, but third parties acting in good faith may still rely on the statutory default unless they have notice of the restriction. The governing partnership-act chapter is Tennessee Revised Uniform Partnership Act, codified at Tenn. Code Title 61 Chapter 1 (sections 61-1-101 et seq.).
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