Tennessee Code Title 61. Partnerships § 61-3-1002

(a) A foreign limited partnership shall not do business in this state until the foreign limited partnership registers with the secretary of state under this part.

(b) A foreign limited partnership doing business in this state shall not maintain an action or proceeding in this state unless the foreign limited partnership is registered to do business in this state and has paid to this state all fees for the years or parts thereof during which the foreign limited partnership did business in this state without having registered.

(c) The failure of a foreign limited partnership to register to do business in this state does not impair the validity of a contract or act of the foreign limited partnership or preclude the foreign limited partnership from defending an action or proceeding in this state.

(d) A limitation on the liability of a general partner or limited partner of a foreign limited partnership is not waived solely because the foreign limited partnership does business in this state without registering to do business in this state.

(e) Section 61-3-1001(a) and (b) applies even if the foreign limited partnership fails to register under this part.

(f) Any foreign limited partnership doing business in this state without first having registered shall be fined and shall pay to the secretary of state three (3) times the otherwise required filing fees for each year or part thereof during which the foreign limited partnership failed to register in this state.