Tennessee Code Title 61. Partnerships § 61-2-303

(1) In the case of a person who wishes to be a limited partner, he causes, if applicable, a certificate of amendment withdrawing him as a general partner to be executed and filed with the office of the secretary of state and has his interest as a limited partner properly recorded, in the limited partnership's records as required by law and the partnership agreement;

(2) In the case of a person who wishes to withdraw from the partnership, he takes such action as may be necessary to withdraw.

(1) If such person knew or should have known either that no certificate has been filed or that the certificate inaccurately refers to him as a general partner; and

(2) If the third party actually believed in good faith that such person was a general partner at the time of the transaction, acted in reasonable reliance on such belief and extended credit to the partnership in reasonable reliance on the credit of such person.