Tenn. Code Ann. § 48-21-109 — TN Code / Title 48 / Chapter 21 / Section 48-21-109
Entity conversion
Status: in_force

(a) A domestic business corporation may become a domestic unincorporated entity pursuant to a plan of entity conversion. (b) A domestic business corporation may become a foreign unincorporated entity if the entity conversion is permitted by the laws of the foreign jurisdiction. (c) A domestic unincorporated entity may become a domestic business corporation. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of an entity conversion, the conversion shall be adopted and approved, and the entity conversion effectuated, in the same manner as a merger of the unincorporated entity. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of either an entity conversion or a merger, a plan of entity conversion shall be adopted and approved, the entity conversion effectuated, and dissenters' rights exercised, in accordance with the procedures in this chapter and chapter 23 of this title. Without limiting this subsection (c), a domestic unincorporated entity whose organic law does not provide procedures for the approval of an entity conversion shall be subject to subsection (e) and § 48-21-111(7) . For purposes of applying this chapter and chapter 23 of this title: (1) The unincorporated entity, its interest holders, interests, and organic documents taken together, shall be deemed to be a domestic business corporation, shareholders, shares, and charters, respectively, and vice versa, as the context may require; and (2) If the business and affairs of the unincorporated entity are managed by a group of persons that is not identical to the interest holders, that group shall be deemed to be the board of directors. (d) A foreign unincorporated entity may become a domestic business corporation if the organic law of the foreign unincorporated entity authorizes it to become a corporation in another jurisdiction. (e) If any provision of a debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred or executed by a domestic business corporation before January 1, 2013, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision shall be deemed to apply to an entity conversion of the corporation until such time as the provision is amended on or subsequent to January 1, 2013. Acts 1986, ch. 887, § 11.07; 1994, ch. 776, §§ 42, 43; T.C.A., § 48-21-107 ; Acts 2012, ch. 1051, § 39.
(a) A domestic business corporation may become a domestic unincorporated entity pursuant to a plan of entity conversion.
(b) A domestic business corporation may become a foreign unincorporated entity if the entity conversion is permitted by the laws of the foreign jurisdiction.
(c) A domestic unincorporated entity may become a domestic business corporation. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of an entity conversion, the conversion shall be adopted and approved, and the entity conversion effectuated, in the same manner as a merger of the unincorporated entity. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of either an entity conversion or a merger, a plan of entity conversion shall be adopted and approved, the entity conversion effectuated, and dissenters' rights exercised, in accordance with the procedures in this chapter and chapter 23 of this title. Without limiting this subsection (c), a domestic unincorporated entity whose organic law does not provide procedures for the approval of an entity conversion shall be subject to subsection (e) and § 48-21-111(7) . For purposes of applying this chapter and chapter 23 of this title: (1) The unincorporated entity, its interest holders, interests, and organic documents taken together, shall be deemed to be a domestic business corporation, shareholders, shares, and charters, respectively, and vice versa, as the context may require; and (2) If the business and affairs of the unincorporated entity are managed by a group of persons that is not identical to the interest holders, that group shall be deemed to be the board of directors.
(1) The unincorporated entity, its interest holders, interests, and organic documents taken together, shall be deemed to be a domestic business corporation, shareholders, shares, and charters, respectively, and vice versa, as the context may require; and
(2) If the business and affairs of the unincorporated entity are managed by a group of persons that is not identical to the interest holders, that group shall be deemed to be the board of directors.
(d) A foreign unincorporated entity may become a domestic business corporation if the organic law of the foreign unincorporated entity authorizes it to become a corporation in another jurisdiction.
(e) If any provision of a debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred or executed by a domestic business corporation before January 1, 2013, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision shall be deemed to apply to an entity conversion of the corporation until such time as the provision is amended on or subsequent to January 1, 2013.
Acts 1986, ch. 887, § 11.07; 1994, ch. 776, §§ 42, 43; T.C.A., § 48-21-107 ; Acts 2012, ch. 1051, § 39.
Tenn. Code Ann. § 48-239-101 — TN Code / Title 48 / Chapter 239 / Section 48-239-101
Board of governors
Status: in_force

(a) General. In the event the LLC is board-managed, the initial board of governors may be named in the articles or may be elected by the members. The board of governors must consist of one (1) or more entities which are members or individuals. The number of governors must be fixed by or in the manner provided in the articles or the operating agreement. The number of governors may be increased or, subject to § 48-239-103(b) , decreased at any time by amendment to or in the manner provided in the articles or the operating agreement. (b) Size. The articles or operating agreement may establish a variable range for the size of the board of governors by fixing a minimum and maximum number of governors. If a variable range is established, the number of governors may be fixed or changed from time to time, within the minimum and maximum, by the members or the board of governors as provided in the articles or the operating agreement. Unless the articles or operating agreement specifically provides otherwise, only the members may change the range for the size of the board or change from a fixed to a variable-range size board or vice versa. Acts 1994, ch. 868, § 1; 1999, ch. 455, § 21.
(a) General. In the event the LLC is board-managed, the initial board of governors may be named in the articles or may be elected by the members. The board of governors must consist of one (1) or more entities which are members or individuals. The number of governors must be fixed by or in the manner provided in the articles or the operating agreement. The number of governors may be increased or, subject to § 48-239-103(b) , decreased at any time by amendment to or in the manner provided in the articles or the operating agreement.
(b) Size. The articles or operating agreement may establish a variable range for the size of the board of governors by fixing a minimum and maximum number of governors. If a variable range is established, the number of governors may be fixed or changed from time to time, within the minimum and maximum, by the members or the board of governors as provided in the articles or the operating agreement. Unless the articles or operating agreement specifically provides otherwise, only the members may change the range for the size of the board or change from a fixed to a variable-range size board or vice versa.
Acts 1994, ch. 868, § 1; 1999, ch. 455, § 21.
Tenn. Code Ann. § 48-249-205 — TN Code / Title 48 / Chapter 249 / Section 48-249-205
Waivable and nonwaivable provisions
Status: in_force

(a) Provisions generally waivable. To the extent the LLC documents do not otherwise provide, this chapter governs relations among the members, holders of financial rights, managers, directors, officers and the LLC, as applicable. It is the express intent of the legislature of this state that members of an LLC may modify, alter or waive any provisions of this chapter in the LLC documents, except as otherwise set forth in subsection (b). (b) Nonwaivable provisions. The LLC documents may not: (1) Vary the requirement under § 48-249-102(6) that a director be an individual or vary the requirement under § 48-249-102(23) that an officer be an individual; (2) Vary the notice requirements under § 48-249-103 , or under the other provisions of this chapter, in a manner that is manifestly unreasonable; (3) Vary the requirements with respect to the LLC's name under § 48-249-106 ; (4) Vary the requirements under § 48-249-112(c) , regarding the Workers' Compensation Law, compiled in title 50, chapter 6; (5) Eliminate or vary the potential for personal liability under § 48-249-114(a)(2) or (d) ; (6) Eliminate or vary the restrictions on indemnification in § 48-249-115(i)(1)(A), (i)(1)(B) or (i)(1)(C) ; (7) Eliminate or vary any restrictions in § 48-249-202(b)(1)(C)(i), (b)(1)(C)(ii) or (b)(1)(C)(iii) , on the elimination or limitation of the personal liability of a director under § 48-249-202(b)(1)(C) ; (8) Eliminate or vary this section; (9) Eliminate or vary the restrictions on distributions in § 48-249-306 ; (10) Eliminate or vary the liability for unlawful distributions in § 48-249-307 ; (11) Authorize a director to appoint a proxy; (12) Unreasonably restrict a right to information or access to records under § 48-249-308 ; (13) Eliminate the duty of loyalty under § 48-249-403(b)(1) or (b)(2) , but the LLC documents may: (A) Identify specific types or categories of activities that do not violate the duty of loyalty under § 48-249-403(b)(1) or (b)(2) , if not manifestly unreasonable; and (B) Specify the number or percentage of members, disinterested managers or disinterested directors, which may be greater or lesser than the number or percentage required under § 48-249-404 , if applicable, that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty; (14) Unreasonably reduce the duty of care under § 48-249-403(c), (h)(2), (i)(4)(B), (i)(4)(C), (j)(2) or (j)(3) ; (15) Eliminate the obligation of good faith and fair dealing under § 48-249-403(d) , but the LLC documents may determine the standards by which performance of the obligation is to be measured, if the standards are not manifestly unreasonable; (16) Eliminate the obligation of good faith under § 48-249-403(i)(4)(A) or (j)(1) , but the LLC documents may determine standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable; (17) Vary the right to expel a member in an event specified in § 48-249-503(a)(6) ; (18) Vary the requirement to wind up the LLC's business in an event specified in § 48-249-601(a)(5) ; (19) Eliminate or vary § 48-249-401(f)(7) , part 10 or part 11 of this chapter; (20) Vary any requirements relating to documents required to be filed with the secretary of state or any register of deeds, or otherwise vary or restrict any other rights of the secretary of state or any register of deeds; or (21) Otherwise vary or restrict any rights of any other person under this chapter, other than rights of a manager, director, officer, employee, agent, member or holder of financial rights. Acts 2005, ch. 286, § 1; 2006, ch. 620, §§ 20 - 22.
(a) Provisions generally waivable. To the extent the LLC documents do not otherwise provide, this chapter governs relations among the members, holders of financial rights, managers, directors, officers and the LLC, as applicable. It is the express intent of the legislature of this state that members of an LLC may modify, alter or waive any provisions of this chapter in the LLC documents, except as otherwise set forth in subsection (b).
(b) Nonwaivable provisions. The LLC documents may not: (1) Vary the requirement under § 48-249-102(6) that a director be an individual or vary the requirement under § 48-249-102(23) that an officer be an individual; (2) Vary the notice requirements under § 48-249-103 , or under the other provisions of this chapter, in a manner that is manifestly unreasonable; (3) Vary the requirements with respect to the LLC's name under § 48-249-106 ; (4) Vary the requirements under § 48-249-112(c) , regarding the Workers' Compensation Law, compiled in title 50, chapter 6; (5) Eliminate or vary the potential for personal liability under § 48-249-114(a)(2) or (d) ; (6) Eliminate or vary the restrictions on indemnification in § 48-249-115(i)(1)(A), (i)(1)(B) or (i)(1)(C) ; (7) Eliminate or vary any restrictions in § 48-249-202(b)(1)(C)(i), (b)(1)(C)(ii) or (b)(1)(C)(iii) , on the elimination or limitation of the personal liability of a director under § 48-249-202(b)(1)(C) ; (8) Eliminate or vary this section; (9) Eliminate or vary the restrictions on distributions in § 48-249-306 ; (10) Eliminate or vary the liability for unlawful distributions in § 48-249-307 ; (11) Authorize a director to appoint a proxy; (12) Unreasonably restrict a right to information or access to records under § 48-249-308 ; (13) Eliminate the duty of loyalty under § 48-249-403(b)(1) or (b)(2) , but the LLC documents may: (A) Identify specific types or categories of activities that do not violate the duty of loyalty under § 48-249-403(b)(1) or (b)(2) , if not manifestly unreasonable; and (B) Specify the number or percentage of members, disinterested managers or disinterested directors, which may be greater or lesser than the number or percentage required under § 48-249-404 , if applicable, that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty; (14) Unreasonably reduce the duty of care under § 48-249-403(c), (h)(2), (i)(4)(B), (i)(4)(C), (j)(2) or (j)(3) ; (15) Eliminate the obligation of good faith and fair dealing under § 48-249-403(d) , but the LLC documents may determine the standards by which performance of the obligation is to be measured, if the standards are not manifestly unreasonable; (16) Eliminate the obligation of good faith under § 48-249-403(i)(4)(A) or (j)(1) , but the LLC documents may determine standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable; (17) Vary the right to expel a member in an event specified in § 48-249-503(a)(6) ; (18) Vary the requirement to wind up the LLC's business in an event specified in § 48-249-601(a)(5) ; (19) Eliminate or vary § 48-249-401(f)(7) , part 10 or part 11 of this chapter; (20) Vary any requirements relating to documents required to be filed with the secretary of state or any register of deeds, or otherwise vary or restrict any other rights of the secretary of state or any register of deeds; or (21) Otherwise vary or restrict any rights of any other person under this chapter, other than rights of a manager, director, officer, employee, agent, member or holder of financial rights.
(1) Vary the requirement under § 48-249-102(6) that a director be an individual or vary the requirement under § 48-249-102(23) that an officer be an individual;
(2) Vary the notice requirements under § 48-249-103 , or under the other provisions of this chapter, in a manner that is manifestly unreasonable;
(3) Vary the requirements with respect to the LLC's name under § 48-249-106 ;
(4) Vary the requirements under § 48-249-112(c) , regarding the Workers' Compensation Law, compiled in title 50, chapter 6;
(5) Eliminate or vary the potential for personal liability under § 48-249-114(a)(2) or (d) ;
(6) Eliminate or vary the restrictions on indemnification in § 48-249-115(i)(1)(A), (i)(1)(B) or (i)(1)(C) ;
(7) Eliminate or vary any restrictions in § 48-249-202(b)(1)(C)(i), (b)(1)(C)(ii) or (b)(1)(C)(iii) , on the elimination or limitation of the personal liability of a director under § 48-249-202(b)(1)(C) ;
(8) Eliminate or vary this section;
(9) Eliminate or vary the restrictions on distributions in § 48-249-306 ;
(10) Eliminate or vary the liability for unlawful distributions in § 48-249-307 ;
(11) Authorize a director to appoint a proxy;
(12) Unreasonably restrict a right to information or access to records under § 48-249-308 ;
(13) Eliminate the duty of loyalty under § 48-249-403(b)(1) or (b)(2) , but the LLC documents may: (A) Identify specific types or categories of activities that do not violate the duty of loyalty under § 48-249-403(b)(1) or (b)(2) , if not manifestly unreasonable; and (B) Specify the number or percentage of members, disinterested managers or disinterested directors, which may be greater or lesser than the number or percentage required under § 48-249-404 , if applicable, that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(A) Identify specific types or categories of activities that do not violate the duty of loyalty under § 48-249-403(b)(1) or (b)(2) , if not manifestly unreasonable; and
(B) Specify the number or percentage of members, disinterested managers or disinterested directors, which may be greater or lesser than the number or percentage required under § 48-249-404 , if applicable, that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(14) Unreasonably reduce the duty of care under § 48-249-403(c), (h)(2), (i)(4)(B), (i)(4)(C), (j)(2) or (j)(3) ;
(15) Eliminate the obligation of good faith and fair dealing under § 48-249-403(d) , but the LLC documents may determine the standards by which performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(16) Eliminate the obligation of good faith under § 48-249-403(i)(4)(A) or (j)(1) , but the LLC documents may determine standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(17) Vary the right to expel a member in an event specified in § 48-249-503(a)(6) ;
(18) Vary the requirement to wind up the LLC's business in an event specified in § 48-249-601(a)(5) ;
(19) Eliminate or vary § 48-249-401(f)(7) , part 10 or part 11 of this chapter;
(20) Vary any requirements relating to documents required to be filed with the secretary of state or any register of deeds, or otherwise vary or restrict any other rights of the secretary of state or any register of deeds; or
(21) Otherwise vary or restrict any rights of any other person under this chapter, other than rights of a manager, director, officer, employee, agent, member or holder of financial rights.
Acts 2005, ch. 286, § 1; 2006, ch. 620, §§ 20 - 22.
Tenn. Code Ann. § 48-16-205 — TN Code / Title 48 / Chapter 16 / Section 48-16-205
Options to subscribe for or purchase shares - Instruments evidencing options - Authority to grant
Status: in_force

(a) Unless the charter otherwise provides, a corporation, by its directors, may grant rights, options or warrants to subscribe for or to purchase shares of any authorized class, at the times and on the terms that are set forth in such rights, options or warrants, or in the contracts, warrants or instruments that evidence such rights, options or warrants, which contracts, warrants or instruments may be transferable or nontransferable and may be separable or inseparable from such rights, options or warrants upon the following conditions: (1) If the shares are subject to preemptive rights and if the rights, options or warrants are not granted to shareholders in satisfaction of their preemptive rights, the granting of the rights, options or warrants must be authorized by the vote or consent of the shareholders or holders of shares of particular classes that then would be required to waive or release such preemptive rights; the vote or consent shall release the preemptive rights to the shares required to satisfy the rights, options or warrants if and when exercised; and (2) If at the time of granting the rights, options or warrants the corporation does not have authorized and unissued shares sufficient to satisfy the rights, options or warrants if and when exercised, the granting of the rights, options or warrants must be authorized by the vote of the shareholders or holders of shares of particular classes that then would be required to adopt an amendment to the charter for the purpose of increasing the authorized number of such shares, and the shares required to be issued upon the exercise of the rights, options or warrants shall be provided by an amendment concurrently or thereafter adopted by the shareholders or the directors. (b) (1) The securities, contracts, warrants or instruments that evidence the rights, options or warrants may contain any terms not repugnant to law, including, but not limited to, the following: (A) Restrictions upon the authorization or issuance of additional shares; (B) Provisions for the adjustment of the exercise price; (C) Provisions concerning rights in the event of reorganization, merger, share exchange or sale of the entire assets of the corporation; (D) Provisions for the reservation of authorized but unissued shares to satisfy the rights, options or warrants; (E) Restrictions upon the declaration of payment of dividends or distributions; or (F) Conditions on the exercise of the rights, options or warrants, including, subject to the limitation specified in subdivision (b)(2), conditions that preclude a holder, including, but not limited to, a holder of at least a specified number or percentage of the outstanding common shares of the corporation, or a holder offering to purchase at least a specified number or percentage of the outstanding common shares of the corporation, from exercising the rights, options or warrants. (2) The express or implied authority conferred by subdivision (b)(1) or any other section of this chapter for securities, contracts, warrants, or instruments that evidence such rights, options or warrants to contain a condition on the exercise of such rights, options or warrants that precludes a holder, including, but not limited to, a holder of at least a specified number or percentage of the outstanding common shares of the corporation, or a holder offering to purchase at least a specified number or percentage of the outstanding common shares of the corporation, from exercising rights, options or warrants, shall apply only to: (A) A corporation that has issued and has outstanding shares listed on a national securities exchange or is regularly quoted in an over-the-counter market by one (1) or more members of a national or affiliated securities association; or (B) A corporation that has adopted a shareholder's agreement pursuant to which rights, options or warrants are granted, if the securities, contracts, warrants or instruments that evidence the rights, options or warrants contain a condition that precludes a holder, including, but not limited to, a holder of at least a specified number or percentage of the outstanding common shares of the corporation or a holder offering to purchase at least a specified number or percentage of the outstanding common shares of the corporation, from exercising the rights, options or warrants. (c) Subject to the conditions set forth in subsection (a), the board of directors may authorize one (1) or more officers to designate the recipients of rights, options, warrants or other equity compensation awards that involve the issuance of shares and determine, within an amount and subject to any other limitations established by the board and, if applicable, the stockholders, the number of such rights, options, warrants or other equity compensation awards and the terms thereof to be received by the recipients; provided, that no officer shall use such authority to designate either such officer or such other persons as the board of directors may specify as a recipient of such rights, options, warrants or other equity compensation awards. (d) As used in this section, "securities" includes obligations and shares of the corporation. (e) This section shall apply to any rights, options or warrants, or any contracts, warrants, or instruments that evidence such rights, options or warrants which were issued subsequent to January 1, 1985. Acts 1986, ch. 887, § 6.24; 1989, ch. 451, § 7; 2012, ch. 1051, § 22.
(a) Unless the charter otherwise provides, a corporation, by its directors, may grant rights, options or warrants to subscribe for or to purchase shares of any authorized class, at the times and on the terms that are set forth in such rights, options or warrants, or in the contracts, warrants or instruments that evidence such rights, options or warrants, which contracts, warrants or instruments may be transferable or nontransferable and may be separable or inseparable from such rights, options or warrants upon the following conditions: (1) If the shares are subject to preemptive rights and if the rights, options or warrants are not granted to shareholders in satisfaction of their preemptive rights, the granting of the rights, options or warrants must be authorized by the vote or consent of the shareholders or holders of shares of particular classes that then would be required to waive or release such preemptive rights; the vote or consent shall release the preemptive rights to the shares required to satisfy the rights, options or warrants if and when exercised; and (2) If at the time of granting the rights, options or warrants the corporation does not have authorized and unissued shares sufficient to satisfy the rights, options or warrants if and when exercised, the granting of the rights, options or warrants must be authorized by the vote of the shareholders or holders of shares of particular classes that then would be required to adopt an amendment to the charter for the purpose of increasing the authorized number of such shares, and the shares required to be issued upon the exercise of the rights, options or warrants shall be provided by an amendment concurrently or thereafter adopted by the shareholders or the directors.
(1) If the shares are subject to preemptive rights and if the rights, options or warrants are not granted to shareholders in satisfaction of their preemptive rights, the granting of the rights, options or warrants must be authorized by the vote or consent of the shareholders or holders of shares of particular classes that then would be required to waive or release such preemptive rights; the vote or consent shall release the preemptive rights to the shares required to satisfy the rights, options or warrants if and when exercised; and
(2) If at the time of granting the rights, options or warrants the corporation does not have authorized and unissued shares sufficient to satisfy the rights, options or warrants if and when exercised, the granting of the rights, options or warrants must be authorized by the vote of the shareholders or holders of shares of particular classes that then would be required to adopt an amendment to the charter for the purpose of increasing the authorized number of such shares, and the shares required to be issued upon the exercise of the rights, options or warrants shall be provided by an amendment concurrently or thereafter adopted by the shareholders or the directors.
(b) (1) The securities, contracts, warrants or instruments that evidence the rights, options or warrants may contain any terms not repugnant to law, including, but not limited to, the following: (A) Restrictions upon the authorization or issuance of additional shares; (B) Provisions for the adjustment of the exercise price; (C) Provisions concerning rights in the event of reorganization, merger, share exchange or sale of the entire assets of the corporation; (D) Provisions for the reservation of authorized but unissued shares to satisfy the rights, options or warrants; (E) Restrictions upon the declaration of payment of dividends or distributions; or (F) Conditions on the exercise of the rights, options or warrants, including, subject to the limitation specified in subdivision (b)(2), conditions that preclude a holder, including, but not limited to, a holder of at least a specified number or percentage of the outstanding common shares of the corporation, or a holder offering to purchase at least a specified number or percentage of the outstanding common shares of the corporation, from exercising the rights, options or warrants. (2) The express or implied authority conferred by subdivision (b)(1) or any other section of this chapter for securities, contracts, warrants, or instruments that evidence such rights, options or warrants to contain a condition on the exercise of such rights, options or warrants that precludes a holder, including, but not limited to, a holder of at least a specified number or percentage of the outstanding common shares of the corporation, or a holder offering to purchase at least a specified number or percentage of the outstanding common shares of the corporation, from exercising rights, options or warrants, shall apply only to: (A) A corporation that has issued and has outstanding shares listed on a national securities exchange or is regularly quoted in an over-the-counter market by one (1) or more members of a national or affiliated securities association; or (B) A corporation that has adopted a shareholder's agreement pursuant to which rights, options or warrants are granted, if the securities, contracts, warrants or instruments that evidence the rights, options or warrants contain a condition that precludes a holder, including, but not limited to, a holder of at least a specified number or percentage of the outstanding common shares of the corporation or a holder offering to purchase at least a specified number or percentage of the outstanding common shares of the corporation, from exercising the rights, options or warrants.
(1) The securities, contracts, warrants or instruments that evidence the rights, options or warrants may contain any terms not repugnant to law, including, but not limited to, the following: (A) Restrictions upon the authorization or issuance of additional shares; (B) Provisions for the adjustment of the exercise price; (C) Provisions concerning rights in the event of reorganization, merger, share exchange or sale of the entire assets of the corporation; (D) Provisions for the reservation of authorized but unissued shares to satisfy the rights, options or warrants; (E) Restrictions upon the declaration of payment of dividends or distributions; or (F) Conditions on the exercise of the rights, options or warrants, including, subject to the limitation specified in subdivision (b)(2), conditions that preclude a holder, including, but not limited to, a holder of at least a specified number or percentage of the outstanding common shares of the corporation, or a holder offering to purchase at least a specified number or percentage of the outstanding common shares of the corporation, from exercising the rights, options or warrants.
(A) Restrictions upon the authorization or issuance of additional shares;
(B) Provisions for the adjustment of the exercise price;
(C) Provisions concerning rights in the event of reorganization, merger, share exchange or sale of the entire assets of the corporation;
(D) Provisions for the reservation of authorized but unissued shares to satisfy the rights, options or warrants;
(E) Restrictions upon the declaration of payment of dividends or distributions; or
(F) Conditions on the exercise of the rights, options or warrants, including, subject to the limitation specified in subdivision (b)(2), conditions that preclude a holder, including, but not limited to, a holder of at least a specified number or percentage of the outstanding common shares of the corporation, or a holder offering to purchase at least a specified number or percentage of the outstanding common shares of the corporation, from exercising the rights, options or warrants.
(2) The express or implied authority conferred by subdivision (b)(1) or any other section of this chapter for securities, contracts, warrants, or instruments that evidence such rights, options or warrants to contain a condition on the exercise of such rights, options or warrants that precludes a holder, including, but not limited to, a holder of at least a specified number or percentage of the outstanding common shares of the corporation, or a holder offering to purchase at least a specified number or percentage of the outstanding common shares of the corporation, from exercising rights, options or warrants, shall apply only to: (A) A corporation that has issued and has outstanding shares listed on a national securities exchange or is regularly quoted in an over-the-counter market by one (1) or more members of a national or affiliated securities association; or (B) A corporation that has adopted a shareholder's agreement pursuant to which rights, options or warrants are granted, if the securities, contracts, warrants or instruments that evidence the rights, options or warrants contain a condition that precludes a holder, including, but not limited to, a holder of at least a specified number or percentage of the outstanding common shares of the corporation or a holder offering to purchase at least a specified number or percentage of the outstanding common shares of the corporation, from exercising the rights, options or warrants.
(A) A corporation that has issued and has outstanding shares listed on a national securities exchange or is regularly quoted in an over-the-counter market by one (1) or more members of a national or affiliated securities association; or
(B) A corporation that has adopted a shareholder's agreement pursuant to which rights, options or warrants are granted, if the securities, contracts, warrants or instruments that evidence the rights, options or warrants contain a condition that precludes a holder, including, but not limited to, a holder of at least a specified number or percentage of the outstanding common shares of the corporation or a holder offering to purchase at least a specified number or percentage of the outstanding common shares of the corporation, from exercising the rights, options or warrants.
(c) Subject to the conditions set forth in subsection (a), the board of directors may authorize one (1) or more officers to designate the recipients of rights, options, warrants or other equity compensation awards that involve the issuance of shares and determine, within an amount and subject to any other limitations established by the board and, if applicable, the stockholders, the number of such rights, options, warrants or other equity compensation awards and the terms thereof to be received by the recipients; provided, that no officer shall use such authority to designate either such officer or such other persons as the board of directors may specify as a recipient of such rights, options, warrants or other equity compensation awards.
(d) As used in this section, "securities" includes obligations and shares of the corporation.
(e) This section shall apply to any rights, options or warrants, or any contracts, warrants, or instruments that evidence such rights, options or warrants which were issued subsequent to January 1, 1985.
Acts 1986, ch. 887, § 6.24; 1989, ch. 451, § 7; 2012, ch. 1051, § 22.
Tenn. Code Ann. § 48-61-114 — TN Code / Title 48 / Chapter 61 / Section 48-61-114
Effect of entity conversion
Status: in_force

(a) When a conversion under § 48-61-111 takes effect: (1) All title to real and personal property, both tangible and intangible, of the converting entity remains in the survivor without reversion or impairment; (2) All obligations and liabilities of the converting entity continue as obligations and liabilities of the survivor; (3) An action or proceeding pending against the converting entity continues against the survivor as if the conversion had not occurred; (4) In the case of a survivor that is a filing entity, its charter or public organic documents and its private organic documents become effective; (5) In the case of a survivor that is a nonfiling entity, its private organic documents become effective; (6) The memberships or interests of the converting entity are reclassified into memberships, interests, other securities, obligations, rights to acquire memberships, interests, or other securities, or into cash or other property in accordance with the plan of conversion; and the members or interest holders of the converting entity are entitled only to the rights provided to them under the terms of the conversion and to any appraisal rights they may have under the applicable organic law of the converting entity if it is other than a corporation; and (7) The survivor is deemed to: (A) Be incorporated or organized under and subject to the organic law of the converting entity for all purposes; (B) Be the same corporation or unincorporated entity without interruption as the converting entity; and (C) Have been incorporated or otherwise organized on the date that the converting entity was originally incorporated or organized. (b) When a conversion of a domestic nonprofit corporation to a foreign other entity becomes effective, the surviving entity is deemed to: (1) Appoint the secretary of state as its agent for service of process in a proceeding to enforce the rights of members or interest holders who exercise appraisal rights that they may have under the applicable organic law of the converting entity if it is other than a corporation in connection with the conversion; and (2) Agree that it will promptly pay the amount, if any, to which such members are entitled under the applicable law of the converting entity if it is other than a corporation. (c) A member who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of the survivor shall be personally liable only for those debts, obligations, or liabilities of the survivor that arise after the effective time of the articles of entity conversion. (d) The owner liability of an interest holder in an unincorporated entity that converts to a domestic nonprofit corporation shall be as follows: (1) The conversion does not discharge any owner liability under the organic law of the unincorporated entity to the extent any such owner liability arose before the effective time of the articles of entity conversion; (2) The interest holder shall not have owner liability under the organic law of the unincorporated entity for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of entity conversion; (3) The organic law of the unincorporated entity shall continue to apply to the collection or discharge of any owner liability preserved by subdivision (d)(1), as if the conversion had not occurred; and (4) The interest holder shall have whatever rights of contribution from other interest holders are provided by the organic law of the unincorporated entity with respect to any owner liability preserved by subdivision (d)(1), as if the conversion had not occurred. (e) The converting entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and such conversion shall not be deemed to constitute a dissolution of such entity. (f) The interests of the interest holders of the converting entity, unless otherwise agreed, shall be cancelled and become of no effect whatsoever, with respect to the survivor, and the former holders of such interests shall be entitled only to the rights provided in the plan of conversion or the organic documents for the conversion of memberships into interests in the survivor. (g) A conversion shall take effect upon the date the articles of conversion are filed, as provided in § 48-61-112 , or on such later date as may be specified in the plan of conversion. (h) Notwithstanding any other law to the contrary, this section and § 48-61-109 shall have no effect on the application of title 67 and other state and federal tax statutes. Any tax consequences of the conversion as referenced herein shall continue to be controlled by applicable state and federal tax statutes as they may be amended from time to time. Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
(a) When a conversion under § 48-61-111 takes effect: (1) All title to real and personal property, both tangible and intangible, of the converting entity remains in the survivor without reversion or impairment; (2) All obligations and liabilities of the converting entity continue as obligations and liabilities of the survivor; (3) An action or proceeding pending against the converting entity continues against the survivor as if the conversion had not occurred; (4) In the case of a survivor that is a filing entity, its charter or public organic documents and its private organic documents become effective; (5) In the case of a survivor that is a nonfiling entity, its private organic documents become effective; (6) The memberships or interests of the converting entity are reclassified into memberships, interests, other securities, obligations, rights to acquire memberships, interests, or other securities, or into cash or other property in accordance with the plan of conversion; and the members or interest holders of the converting entity are entitled only to the rights provided to them under the terms of the conversion and to any appraisal rights they may have under the applicable organic law of the converting entity if it is other than a corporation; and (7) The survivor is deemed to: (A) Be incorporated or organized under and subject to the organic law of the converting entity for all purposes; (B) Be the same corporation or unincorporated entity without interruption as the converting entity; and (C) Have been incorporated or otherwise organized on the date that the converting entity was originally incorporated or organized.
(1) All title to real and personal property, both tangible and intangible, of the converting entity remains in the survivor without reversion or impairment;
(2) All obligations and liabilities of the converting entity continue as obligations and liabilities of the survivor;
(3) An action or proceeding pending against the converting entity continues against the survivor as if the conversion had not occurred;
(4) In the case of a survivor that is a filing entity, its charter or public organic documents and its private organic documents become effective;
(5) In the case of a survivor that is a nonfiling entity, its private organic documents become effective;
(6) The memberships or interests of the converting entity are reclassified into memberships, interests, other securities, obligations, rights to acquire memberships, interests, or other securities, or into cash or other property in accordance with the plan of conversion; and the members or interest holders of the converting entity are entitled only to the rights provided to them under the terms of the conversion and to any appraisal rights they may have under the applicable organic law of the converting entity if it is other than a corporation; and
(7) The survivor is deemed to: (A) Be incorporated or organized under and subject to the organic law of the converting entity for all purposes; (B) Be the same corporation or unincorporated entity without interruption as the converting entity; and (C) Have been incorporated or otherwise organized on the date that the converting entity was originally incorporated or organized.
(A) Be incorporated or organized under and subject to the organic law of the converting entity for all purposes;
(B) Be the same corporation or unincorporated entity without interruption as the converting entity; and
(C) Have been incorporated or otherwise organized on the date that the converting entity was originally incorporated or organized.
(b) When a conversion of a domestic nonprofit corporation to a foreign other entity becomes effective, the surviving entity is deemed to: (1) Appoint the secretary of state as its agent for service of process in a proceeding to enforce the rights of members or interest holders who exercise appraisal rights that they may have under the applicable organic law of the converting entity if it is other than a corporation in connection with the conversion; and (2) Agree that it will promptly pay the amount, if any, to which such members are entitled under the applicable law of the converting entity if it is other than a corporation.
(1) Appoint the secretary of state as its agent for service of process in a proceeding to enforce the rights of members or interest holders who exercise appraisal rights that they may have under the applicable organic law of the converting entity if it is other than a corporation in connection with the conversion; and
(2) Agree that it will promptly pay the amount, if any, to which such members are entitled under the applicable law of the converting entity if it is other than a corporation.
(c) A member who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of the survivor shall be personally liable only for those debts, obligations, or liabilities of the survivor that arise after the effective time of the articles of entity conversion.
(d) The owner liability of an interest holder in an unincorporated entity that converts to a domestic nonprofit corporation shall be as follows: (1) The conversion does not discharge any owner liability under the organic law of the unincorporated entity to the extent any such owner liability arose before the effective time of the articles of entity conversion; (2) The interest holder shall not have owner liability under the organic law of the unincorporated entity for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of entity conversion; (3) The organic law of the unincorporated entity shall continue to apply to the collection or discharge of any owner liability preserved by subdivision (d)(1), as if the conversion had not occurred; and (4) The interest holder shall have whatever rights of contribution from other interest holders are provided by the organic law of the unincorporated entity with respect to any owner liability preserved by subdivision (d)(1), as if the conversion had not occurred.
(1) The conversion does not discharge any owner liability under the organic law of the unincorporated entity to the extent any such owner liability arose before the effective time of the articles of entity conversion;
(2) The interest holder shall not have owner liability under the organic law of the unincorporated entity for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of entity conversion;
(3) The organic law of the unincorporated entity shall continue to apply to the collection or discharge of any owner liability preserved by subdivision (d)(1), as if the conversion had not occurred; and
(4) The interest holder shall have whatever rights of contribution from other interest holders are provided by the organic law of the unincorporated entity with respect to any owner liability preserved by subdivision (d)(1), as if the conversion had not occurred.
(e) The converting entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and such conversion shall not be deemed to constitute a dissolution of such entity.
(f) The interests of the interest holders of the converting entity, unless otherwise agreed, shall be cancelled and become of no effect whatsoever, with respect to the survivor, and the former holders of such interests shall be entitled only to the rights provided in the plan of conversion or the organic documents for the conversion of memberships into interests in the survivor.
(g) A conversion shall take effect upon the date the articles of conversion are filed, as provided in § 48-61-112 , or on such later date as may be specified in the plan of conversion.
(h) Notwithstanding any other law to the contrary, this section and § 48-61-109 shall have no effect on the application of title 67 and other state and federal tax statutes. Any tax consequences of the conversion as referenced herein shall continue to be controlled by applicable state and federal tax statutes as they may be amended from time to time.
Added by 2014 Tenn. Acts, ch. 899,s 72, eff. 1/1/2015.
Tenn. Code Ann. § 48-103-106 — TN Code / Title 48 / Chapter 103 / Section 48-103-106
Fraudulent and deceptive practices
Status: in_force

It is unlawful for any offeror or offeree company, or any affiliate or associate of an offeror or offeree company, or any broker-dealer acting on behalf of any offeror or offeree company to engage in any fraudulent, deceptive or manipulative acts or practices in connection with a takeover offer. Fraudulent, deceptive and manipulative acts or practices include, but shall not be limited to, the following: (1) Publication, or use in connection with the offer, of any false statement of a material fact or omitting to state a material fact necessary to make any statement made by such entity which is not misleading, but not including the mailing by an offeree company to its shareholders of solicitation materials published by an offeror; (2) Sale by an officer, director, affiliate or associate of an offeree company in connection with a takeover offer of all or part of their equity securities to the offeror at a price higher than that to be paid to other offerees pursuant to the offer; (3) Refusal by an offeree company to permit, if required to do so by the applicable state corporation statute, an offeror who is a shareholder of record to examine its list of shareholders and to make extracts therefrom for the purpose of making a takeover offer in compliance with this part; and (4) Acquisition by or through a broker-dealer acting on behalf of an offeror of any equity security of the offeree company in connection with a takeover offer, unless such takeover offer is effective under this part or exempted by rule or order of the commissioner, or unless the broker-dealer did not know, and in the exercise of reasonable care could not have known, that the person for whom it acted was an offeror or that the acquisition was in connection with a takeover offer. The provisions and penalties of §§ 48-1-112 and 48-1-118 shall apply to broker-dealers who engage in any fraudulent, deceptive or manipulative acts or practices in connection with a takeover offer and who are registered as broker-dealers pursuant to chapter 1 of this title. Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2106, 48-5-106, 48-35-106.
It is unlawful for any offeror or offeree company, or any affiliate or associate of an offeror or offeree company, or any broker-dealer acting on behalf of any offeror or offeree company to engage in any fraudulent, deceptive or manipulative acts or practices in connection with a takeover offer. Fraudulent, deceptive and manipulative acts or practices include, but shall not be limited to, the following:
(1) Publication, or use in connection with the offer, of any false statement of a material fact or omitting to state a material fact necessary to make any statement made by such entity which is not misleading, but not including the mailing by an offeree company to its shareholders of solicitation materials published by an offeror;
(2) Sale by an officer, director, affiliate or associate of an offeree company in connection with a takeover offer of all or part of their equity securities to the offeror at a price higher than that to be paid to other offerees pursuant to the offer;
(3) Refusal by an offeree company to permit, if required to do so by the applicable state corporation statute, an offeror who is a shareholder of record to examine its list of shareholders and to make extracts therefrom for the purpose of making a takeover offer in compliance with this part; and
(4) Acquisition by or through a broker-dealer acting on behalf of an offeror of any equity security of the offeree company in connection with a takeover offer, unless such takeover offer is effective under this part or exempted by rule or order of the commissioner, or unless the broker-dealer did not know, and in the exercise of reasonable care could not have known, that the person for whom it acted was an offeror or that the acquisition was in connection with a takeover offer. The provisions and penalties of §§ 48-1-112 and 48-1-118 shall apply to broker-dealers who engage in any fraudulent, deceptive or manipulative acts or practices in connection with a takeover offer and who are registered as broker-dealers pursuant to chapter 1 of this title.
Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2106, 48-5-106, 48-35-106.
Tenn. Code Ann. § 48-101-904 — TN Code / Title 48 / Chapter 101 / Section 48-101-904
Required contents of bylaws for designation as neighborhood preservation nonprofit corporation
Status: in_force

In order to qualify for the designation as a neighborhood preservation nonprofit corporation under this part, a corporation shall first include in its bylaws: (1) That all members shall be owners of real property located within the area designated in the plat described in § 48-101-903(c) ; (2) That decisions of the corporation involving the protection or preservation of real property within the area designated in the plat described in § 48-101-903(c) shall be made by a two-thirds (2/3) vote of its members; (3) That each member shall pay a minimum monthly amount in dues of twenty-five dollars ($25.00) to the corporation and agree, prior to membership, to pay any outstanding dues prior to selling the member's real property located within the area designated in the plat described in § 48-101-903(c) ; (4) That all assets of the corporation, minus those needed for administrative purposes, shall be applied towards preserving and protecting the real property designated in the plat described in § 48-101-903(c) ; (5) That an itemized financial accounting of assets used for administrative purposes shall be made available to members upon request; and (6) That copies of the bylaws shall be provided to members upon becoming members and at any time that the bylaws are changed. Added by 2014 Tenn. Acts, ch. 963,s 1, eff. 1/1/2015.
In order to qualify for the designation as a neighborhood preservation nonprofit corporation under this part, a corporation shall first include in its bylaws:
(1) That all members shall be owners of real property located within the area designated in the plat described in § 48-101-903(c) ;
(2) That decisions of the corporation involving the protection or preservation of real property within the area designated in the plat described in § 48-101-903(c) shall be made by a two-thirds (2/3) vote of its members;
(3) That each member shall pay a minimum monthly amount in dues of twenty-five dollars ($25.00) to the corporation and agree, prior to membership, to pay any outstanding dues prior to selling the member's real property located within the area designated in the plat described in § 48-101-903(c) ;
(4) That all assets of the corporation, minus those needed for administrative purposes, shall be applied towards preserving and protecting the real property designated in the plat described in § 48-101-903(c) ;
(5) That an itemized financial accounting of assets used for administrative purposes shall be made available to members upon request; and
(6) That copies of the bylaws shall be provided to members upon becoming members and at any time that the bylaws are changed.
Added by 2014 Tenn. Acts, ch. 963,s 1, eff. 1/1/2015.
Tenn. Code Ann. § 48-231-209 — TN Code / Title 48 / Chapter 231 / Section 48-231-209
Procedure if member dissatisfied with payment or offer
Status: in_force

(a) A dissenter may notify the LLC in writing of the dissenter's own estimate of the fair value of such dissenter's membership interest and amount of interest due, and demand payment of the dissenter's estimate (less any payment under § 48-231-206 ), or reject the LLC's offer under § 48-231-208 and demand payment of the fair value of membership interest and interest due, if: (1) The dissenter believes that the amount paid under § 48-231-206 or offered under § 48-231-208 is less than the fair value of such dissenter's membership interest or that the interest due is incorrectly calculated; or (2) The LLC fails to make payment under § 48-231-206 within two (2) months after the date set for demanding payment. (b) A dissenter waives the right to demand payment under this section unless the dissenter notifies the LLC of such dissenter's demand in writing under subsection (a) within one (1) month after the LLC made or offered payment for such dissenter's membership interest. Acts 1994, ch. 868, § 1.
(a) A dissenter may notify the LLC in writing of the dissenter's own estimate of the fair value of such dissenter's membership interest and amount of interest due, and demand payment of the dissenter's estimate (less any payment under § 48-231-206 ), or reject the LLC's offer under § 48-231-208 and demand payment of the fair value of membership interest and interest due, if: (1) The dissenter believes that the amount paid under § 48-231-206 or offered under § 48-231-208 is less than the fair value of such dissenter's membership interest or that the interest due is incorrectly calculated; or (2) The LLC fails to make payment under § 48-231-206 within two (2) months after the date set for demanding payment.
(1) The dissenter believes that the amount paid under § 48-231-206 or offered under § 48-231-208 is less than the fair value of such dissenter's membership interest or that the interest due is incorrectly calculated; or
(2) The LLC fails to make payment under § 48-231-206 within two (2) months after the date set for demanding payment.
(b) A dissenter waives the right to demand payment under this section unless the dissenter notifies the LLC of such dissenter's demand in writing under subsection (a) within one (1) month after the LLC made or offered payment for such dissenter's membership interest.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-245-1101 — TN Code / Title 48 / Chapter 245 / Section 48-245-1101
Disposition upon liquidation
Status: in_force

(a) (1) Distribution of assets in winding up. Upon the winding up of an LLC, the assets shall be distributed as follows: (A) To creditors, including members who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the LLC (whether by payment or the making of reasonable provisions for payment thereof) other than: (i) Liabilities for which reasonable provision for payment has been made; and (ii) Liabilities for distributions to members under § 48-236-102 ; (B) Unless otherwise provided in the articles or operating agreement, to members and former members in satisfaction of liabilities for distributions under § 48-236-102 ; and (C) Unless otherwise provided in the articles or operating agreement, to members, first, for the return of their contributions including any restated value thereof under § 48-235-102(b) , and, second, respecting their membership interests, in the proportions in which the members share in distributions. (2) Any distributions in any form other than cash shall be in accordance with § 48-236-103 . (b) Insufficient assets to pay creditors. An LLC which has dissolved shall pay or make reasonable operating provision to pay all claims and obligations, including all contingent, conditional or unmatured claims and obligations, known to the LLC and all claims and obligations which are known to the LLC but for which the identity of the claimant is unknown. If there are sufficient assets, such claims and obligations shall be paid in full and any such provision for payment made shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Unless otherwise provided in articles or operating agreement, any remaining assets shall be distributed as provided in chapters 201-248 of this title. Any liquidating trustee winding up an LLC's affairs who has complied with this section shall not be personally liable to the claimants of the dissolved LLC by reason of such person's actions in winding up the LLC. (c) Obligations incurred during proceedings. All known contractual debts, obligations, and liabilities incurred in the course of winding up and terminating the LLC's affairs must be paid or provided for by the LLC before the distribution of assets to a member. A person to whom this kind of debt, obligation, or liability is owed but not paid may pursue any remedy before the expiration of the applicable statute of limitations against the managers and governors of the LLC who are responsible for, but who fail to cause, the LLC to pay or make provision for payment of the debts, obligations, and liabilities or against members to the extent permitted under § 48-237-101 . This subsection (c) does not apply to dissolution and/or termination under the supervision or order of a court. Acts 1994, ch. 868, § 1.
(a) (1) Distribution of assets in winding up. Upon the winding up of an LLC, the assets shall be distributed as follows: (A) To creditors, including members who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the LLC (whether by payment or the making of reasonable provisions for payment thereof) other than: (i) Liabilities for which reasonable provision for payment has been made; and (ii) Liabilities for distributions to members under § 48-236-102 ; (B) Unless otherwise provided in the articles or operating agreement, to members and former members in satisfaction of liabilities for distributions under § 48-236-102 ; and (C) Unless otherwise provided in the articles or operating agreement, to members, first, for the return of their contributions including any restated value thereof under § 48-235-102(b) , and, second, respecting their membership interests, in the proportions in which the members share in distributions. (2) Any distributions in any form other than cash shall be in accordance with § 48-236-103 .
(1) Distribution of assets in winding up. Upon the winding up of an LLC, the assets shall be distributed as follows: (A) To creditors, including members who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the LLC (whether by payment or the making of reasonable provisions for payment thereof) other than: (i) Liabilities for which reasonable provision for payment has been made; and (ii) Liabilities for distributions to members under § 48-236-102 ; (B) Unless otherwise provided in the articles or operating agreement, to members and former members in satisfaction of liabilities for distributions under § 48-236-102 ; and (C) Unless otherwise provided in the articles or operating agreement, to members, first, for the return of their contributions including any restated value thereof under § 48-235-102(b) , and, second, respecting their membership interests, in the proportions in which the members share in distributions.
(A) To creditors, including members who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the LLC (whether by payment or the making of reasonable provisions for payment thereof) other than: (i) Liabilities for which reasonable provision for payment has been made; and (ii) Liabilities for distributions to members under § 48-236-102 ;
(i) Liabilities for which reasonable provision for payment has been made; and
(ii) Liabilities for distributions to members under § 48-236-102 ;
(B) Unless otherwise provided in the articles or operating agreement, to members and former members in satisfaction of liabilities for distributions under § 48-236-102 ; and
(C) Unless otherwise provided in the articles or operating agreement, to members, first, for the return of their contributions including any restated value thereof under § 48-235-102(b) , and, second, respecting their membership interests, in the proportions in which the members share in distributions.
(2) Any distributions in any form other than cash shall be in accordance with § 48-236-103 .
(b) Insufficient assets to pay creditors. An LLC which has dissolved shall pay or make reasonable operating provision to pay all claims and obligations, including all contingent, conditional or unmatured claims and obligations, known to the LLC and all claims and obligations which are known to the LLC but for which the identity of the claimant is unknown. If there are sufficient assets, such claims and obligations shall be paid in full and any such provision for payment made shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Unless otherwise provided in articles or operating agreement, any remaining assets shall be distributed as provided in chapters 201-248 of this title. Any liquidating trustee winding up an LLC's affairs who has complied with this section shall not be personally liable to the claimants of the dissolved LLC by reason of such person's actions in winding up the LLC.
(c) Obligations incurred during proceedings. All known contractual debts, obligations, and liabilities incurred in the course of winding up and terminating the LLC's affairs must be paid or provided for by the LLC before the distribution of assets to a member. A person to whom this kind of debt, obligation, or liability is owed but not paid may pursue any remedy before the expiration of the applicable statute of limitations against the managers and governors of the LLC who are responsible for, but who fail to cause, the LLC to pay or make provision for payment of the debts, obligations, and liabilities or against members to the extent permitted under § 48-237-101 . This subsection (c) does not apply to dissolution and/or termination under the supervision or order of a court.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-68-102 — TN Code / Title 48 / Chapter 68 / Section 48-68-102
Application to qualified foreign corporations
Status: in_force

A foreign corporation authorized to transact business in this state on January 1, 1988, is subject to chapters 51-68 of this title but is not required to obtain a new certificate of authority to transact business under chapters 51-68 of this title. Acts 1987, ch. 242, § 18.02.
A foreign corporation authorized to transact business in this state on January 1, 1988, is subject to chapters 51-68 of this title but is not required to obtain a new certificate of authority to transact business under chapters 51-68 of this title.
Acts 1987, ch. 242, § 18.02.
Tenn. Code Ann. § 48-64-206 — TN Code / Title 48 / Chapter 64 / Section 48-64-206
Reinstatement within certain amount of time - Amendment of charter - Application for reinstatement
Status: in_force

A nonprofit corporation that has been administratively dissolved by the expiration of its period of duration may reinstate within one (1) year of the expiration of the period of duration by: (1) Amending its charter to extend its period of duration or set the period of duration to perpetual; and (2) Filing an application for reinstatement following administrative dissolution pursuant to § 48-64-203 . Added by 2016 Tenn. Acts, ch. 688,s 4, eff. 7/1/2016.
A nonprofit corporation that has been administratively dissolved by the expiration of its period of duration may reinstate within one (1) year of the expiration of the period of duration by:
(1) Amending its charter to extend its period of duration or set the period of duration to perpetual; and
(2) Filing an application for reinstatement following administrative dissolution pursuant to § 48-64-203 .
Added by 2016 Tenn. Acts, ch. 688,s 4, eff. 7/1/2016.
Tenn. Code Ann. § 48-249-608 — TN Code / Title 48 / Chapter 249 / Section 48-249-608
Articles of termination following administrative dissolution
Status: in_force

(a) Submission of articles of termination. When an LLC that has been administratively dissolved wishes to terminate its existence, it may do so without first being reinstated, by delivering articles of termination to the secretary of state for filing following administrative dissolution, setting forth: (1) The name of the LLC; (2) The date that termination of the LLC existence was authorized; (3) That the resolution authorizing termination was duly adopted by the members; (4) A copy of the resolution or the written consent authorizing the termination; and (5) That all the assets of the LLC have been distributed to its creditors, members and holders. (b) (1) The secretary of state shall file the articles of termination following administrative dissolution if the secretary of state finds that the articles: (A) Comply with subsection (a); and (B) Are accompanied by a tax clearance for termination or withdrawal relative to such LLC. (2) Upon such filing, the existence of the LLC shall cease, except that the termination of LLC existence shall not take away or impair any remedy to or against the LLC or its members, directors, managers or officers for any right or claim existing or any liability incurred, prior to such termination. Any such action or proceeding by or against the LLC may be prosecuted or defended by the LLC in its LLC name. The members, directors, managers or officers shall have the power to take such LLC or other action, as may be appropriate, to protect such remedy, right or claim. Acts 2005, ch. 286, § 1; 2010, ch. 741, § 41.
(a) Submission of articles of termination. When an LLC that has been administratively dissolved wishes to terminate its existence, it may do so without first being reinstated, by delivering articles of termination to the secretary of state for filing following administrative dissolution, setting forth: (1) The name of the LLC; (2) The date that termination of the LLC existence was authorized; (3) That the resolution authorizing termination was duly adopted by the members; (4) A copy of the resolution or the written consent authorizing the termination; and (5) That all the assets of the LLC have been distributed to its creditors, members and holders.
(1) The name of the LLC;
(2) The date that termination of the LLC existence was authorized;
(3) That the resolution authorizing termination was duly adopted by the members;
(4) A copy of the resolution or the written consent authorizing the termination; and
(5) That all the assets of the LLC have been distributed to its creditors, members and holders.
(b) (1) The secretary of state shall file the articles of termination following administrative dissolution if the secretary of state finds that the articles: (A) Comply with subsection (a); and (B) Are accompanied by a tax clearance for termination or withdrawal relative to such LLC. (2) Upon such filing, the existence of the LLC shall cease, except that the termination of LLC existence shall not take away or impair any remedy to or against the LLC or its members, directors, managers or officers for any right or claim existing or any liability incurred, prior to such termination. Any such action or proceeding by or against the LLC may be prosecuted or defended by the LLC in its LLC name. The members, directors, managers or officers shall have the power to take such LLC or other action, as may be appropriate, to protect such remedy, right or claim.
(1) The secretary of state shall file the articles of termination following administrative dissolution if the secretary of state finds that the articles: (A) Comply with subsection (a); and (B) Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.
(A) Comply with subsection (a); and
(B) Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.
(2) Upon such filing, the existence of the LLC shall cease, except that the termination of LLC existence shall not take away or impair any remedy to or against the LLC or its members, directors, managers or officers for any right or claim existing or any liability incurred, prior to such termination. Any such action or proceeding by or against the LLC may be prosecuted or defended by the LLC in its LLC name. The members, directors, managers or officers shall have the power to take such LLC or other action, as may be appropriate, to protect such remedy, right or claim.
Acts 2005, ch. 286, § 1; 2010, ch. 741, § 41.
Tenn. Code Ann. § 48-17-202 — TN Code / Title 48 / Chapter 17 / Section 48-17-202
Voting entitlement of shares
Status: in_force

(a) Except as provided in subsections (b) and (c) or unless the charter provides otherwise, each outstanding share, regardless of class, is entitled to one (1) vote on each matter voted on at a shareholders' meeting. Except as provided in subsection (f), only shares are entitled to vote. (b) Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation, and no such shares shall be counted in determining the total number of outstanding shares of the corporation at any given time. (c) Subsection (b) does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity. (d) Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares, and no such shares shall be counted in determining the total number of outstanding shares of the corporation at any given time. (e) Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws of such corporation may prescribe or, in the absence of a bylaw provision, as the board of directors of such corporation may determine. The corporation whose shares are being voted may rely on the representations of such officer, agent, or proxy as to the authority unless such authority is questioned. (f) A corporation may in its charter confer upon the holders of any bonds, debentures or other debt obligations the power to vote in respect of its corporate affairs and management of the corporation to the extent and in the manner provided in the charter and may confer upon such holders of bonds, debentures or other debt obligations the same right of inspection of its books, accounts and other records, and also any other rights, which the shareholders of the corporation have or may have by reason of chapters 11-27 of this title or of its charter. If and to the extent the charter so provides, such holders shall be deemed to be shareholders, and their bonds, debentures or other debt obligations shall be deemed to be shares of stock, for the purpose of any provision of this title which requires the vote of shareholders as a prerequisite to any corporate action, and the charter may divest the holders of shares of capital stock, in whole or in part, of their right to vote on any corporate matter whatsoever, except as set forth in § 48-20-104 . Acts 1986, ch. 887, § 7.21; 1994, ch. 776, §§ 24, 25.
(a) Except as provided in subsections (b) and (c) or unless the charter provides otherwise, each outstanding share, regardless of class, is entitled to one (1) vote on each matter voted on at a shareholders' meeting. Except as provided in subsection (f), only shares are entitled to vote.
(b) Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation, and no such shares shall be counted in determining the total number of outstanding shares of the corporation at any given time.
(c) Subsection (b) does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.
(d) Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares, and no such shares shall be counted in determining the total number of outstanding shares of the corporation at any given time.
(e) Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws of such corporation may prescribe or, in the absence of a bylaw provision, as the board of directors of such corporation may determine. The corporation whose shares are being voted may rely on the representations of such officer, agent, or proxy as to the authority unless such authority is questioned.
(f) A corporation may in its charter confer upon the holders of any bonds, debentures or other debt obligations the power to vote in respect of its corporate affairs and management of the corporation to the extent and in the manner provided in the charter and may confer upon such holders of bonds, debentures or other debt obligations the same right of inspection of its books, accounts and other records, and also any other rights, which the shareholders of the corporation have or may have by reason of chapters 11-27 of this title or of its charter. If and to the extent the charter so provides, such holders shall be deemed to be shareholders, and their bonds, debentures or other debt obligations shall be deemed to be shares of stock, for the purpose of any provision of this title which requires the vote of shareholders as a prerequisite to any corporate action, and the charter may divest the holders of shares of capital stock, in whole or in part, of their right to vote on any corporate matter whatsoever, except as set forth in § 48-20-104 .
Acts 1986, ch. 887, § 7.21; 1994, ch. 776, §§ 24, 25.
Tenn. Code Ann. § 48-249-104 — TN Code / Title 48 / Chapter 249 / Section 48-249-104
Purposes and powers
Status: in_force

(a) Any lawful purpose. Every LLC has the purpose of engaging in any lawful business, unless a more limited purpose is set forth in its LLC documents. (b) Regulation by another statute. An LLC engaging in a business that is subject to regulation under another statute of this state may form under or elect to be governed by this chapter, only to the extent not prohibited by, and subject to any limitations of, the other statute. (c) General powers. An LLC has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, power to: (1) Sue and be sued, complain and defend in the LLC's name; (2) Make and amend an operating agreement with its members, not inconsistent with its articles or with the laws of this state, for managing the business and regulating the affairs of the LLC; (3) Purchase, receive, lease or otherwise acquire, own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located; (4) Sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of, or grant a security interest in, all or any part of its property; (5) Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, or grant a security interest in, and deal in and with shares or other interests in, or obligations of, any other entity; (6) Make contracts, including without limitation, contracts of guaranty and suretyship, incur liabilities, borrow money, issue its notes, bonds, and other obligations, which may be convertible into or include the option to purchase other rights or securities of, or other interests in, the LLC, and secure any of its obligations or those of any other person by mortgage, pledge of, or security interest in, any of its property; (7) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment; (8) Be a promoter, partner, member, shareholder, associate, trustee or manager of any partnership, joint venture, trust or other entity; (9) Conduct its business, locate offices and exercise the powers granted by this chapter, within or without this state; (10) Elect or appoint directors, managers, officers, employees, and agents of the LLC, as applicable, define their duties, fix their compensation, lend them money and credit, and guarantee debt, or act as surety on their behalf; (11) Pay pensions and establish pension plans, pension trusts, profit-sharing plans and retirement or welfare benefit or incentive plans, for any or all of the current or former members, directors, managers, officers, employees and agents of the LLC, or any of its affiliates; (12) Make donations for the public welfare or for charitable, scientific or educational purposes; (13) Make payments or donations, or do any other act not inconsistent with law, that furthers the business and affairs of the LLC; (14) Procure, for its benefit, insurance on the life of any of its existing members, holders, directors, managers, officers or employees or other agents for any lawful purpose, including, without limitation, for the purpose of acquiring, at a member's or holder's death, the membership interest or financial rights owned by such member or holder of financial rights, as applicable, and to continue any such insurance after the LLC's relationship with the insured terminates; (15) Accept gifts, devises and bequests, subject to any conditions or limitations contained in such gift, devise or bequest, so long as such conditions or limitations are not contrary to any provisions of this chapter, or the purposes for which the LLC is formed; (16) Accept contributions under § 48-249-301 ; and (17) Have and exercise all other powers necessary or convenient to effect any or all of the purposes for which the LLC is formed. Acts 2005, ch. 286, § 1.
(a) Any lawful purpose. Every LLC has the purpose of engaging in any lawful business, unless a more limited purpose is set forth in its LLC documents.
(b) Regulation by another statute. An LLC engaging in a business that is subject to regulation under another statute of this state may form under or elect to be governed by this chapter, only to the extent not prohibited by, and subject to any limitations of, the other statute.
(c) General powers. An LLC has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, power to: (1) Sue and be sued, complain and defend in the LLC's name; (2) Make and amend an operating agreement with its members, not inconsistent with its articles or with the laws of this state, for managing the business and regulating the affairs of the LLC; (3) Purchase, receive, lease or otherwise acquire, own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located; (4) Sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of, or grant a security interest in, all or any part of its property; (5) Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, or grant a security interest in, and deal in and with shares or other interests in, or obligations of, any other entity; (6) Make contracts, including without limitation, contracts of guaranty and suretyship, incur liabilities, borrow money, issue its notes, bonds, and other obligations, which may be convertible into or include the option to purchase other rights or securities of, or other interests in, the LLC, and secure any of its obligations or those of any other person by mortgage, pledge of, or security interest in, any of its property; (7) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment; (8) Be a promoter, partner, member, shareholder, associate, trustee or manager of any partnership, joint venture, trust or other entity; (9) Conduct its business, locate offices and exercise the powers granted by this chapter, within or without this state; (10) Elect or appoint directors, managers, officers, employees, and agents of the LLC, as applicable, define their duties, fix their compensation, lend them money and credit, and guarantee debt, or act as surety on their behalf; (11) Pay pensions and establish pension plans, pension trusts, profit-sharing plans and retirement or welfare benefit or incentive plans, for any or all of the current or former members, directors, managers, officers, employees and agents of the LLC, or any of its affiliates; (12) Make donations for the public welfare or for charitable, scientific or educational purposes; (13) Make payments or donations, or do any other act not inconsistent with law, that furthers the business and affairs of the LLC; (14) Procure, for its benefit, insurance on the life of any of its existing members, holders, directors, managers, officers or employees or other agents for any lawful purpose, including, without limitation, for the purpose of acquiring, at a member's or holder's death, the membership interest or financial rights owned by such member or holder of financial rights, as applicable, and to continue any such insurance after the LLC's relationship with the insured terminates; (15) Accept gifts, devises and bequests, subject to any conditions or limitations contained in such gift, devise or bequest, so long as such conditions or limitations are not contrary to any provisions of this chapter, or the purposes for which the LLC is formed; (16) Accept contributions under § 48-249-301 ; and (17) Have and exercise all other powers necessary or convenient to effect any or all of the purposes for which the LLC is formed.
(1) Sue and be sued, complain and defend in the LLC's name;
(2) Make and amend an operating agreement with its members, not inconsistent with its articles or with the laws of this state, for managing the business and regulating the affairs of the LLC;
(3) Purchase, receive, lease or otherwise acquire, own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;
(4) Sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of, or grant a security interest in, all or any part of its property;
(5) Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, or grant a security interest in, and deal in and with shares or other interests in, or obligations of, any other entity;
(6) Make contracts, including without limitation, contracts of guaranty and suretyship, incur liabilities, borrow money, issue its notes, bonds, and other obligations, which may be convertible into or include the option to purchase other rights or securities of, or other interests in, the LLC, and secure any of its obligations or those of any other person by mortgage, pledge of, or security interest in, any of its property;
(7) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;
(8) Be a promoter, partner, member, shareholder, associate, trustee or manager of any partnership, joint venture, trust or other entity;
(9) Conduct its business, locate offices and exercise the powers granted by this chapter, within or without this state;
(10) Elect or appoint directors, managers, officers, employees, and agents of the LLC, as applicable, define their duties, fix their compensation, lend them money and credit, and guarantee debt, or act as surety on their behalf;
(11) Pay pensions and establish pension plans, pension trusts, profit-sharing plans and retirement or welfare benefit or incentive plans, for any or all of the current or former members, directors, managers, officers, employees and agents of the LLC, or any of its affiliates;
(12) Make donations for the public welfare or for charitable, scientific or educational purposes;
(13) Make payments or donations, or do any other act not inconsistent with law, that furthers the business and affairs of the LLC;
(14) Procure, for its benefit, insurance on the life of any of its existing members, holders, directors, managers, officers or employees or other agents for any lawful purpose, including, without limitation, for the purpose of acquiring, at a member's or holder's death, the membership interest or financial rights owned by such member or holder of financial rights, as applicable, and to continue any such insurance after the LLC's relationship with the insured terminates;
(15) Accept gifts, devises and bequests, subject to any conditions or limitations contained in such gift, devise or bequest, so long as such conditions or limitations are not contrary to any provisions of this chapter, or the purposes for which the LLC is formed;
(16) Accept contributions under § 48-249-301 ; and
(17) Have and exercise all other powers necessary or convenient to effect any or all of the purposes for which the LLC is formed.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-611 — TN Code / Title 48 / Chapter 249 / Section 48-249-611
Known and unknown claims against LLC
Status: in_force

(a) Notice to creditors. When a notice of dissolution has been filed with the secretary of state, and the business of the LLC is to be wound up and terminated by other than merger of the dissolved LLC into a successor entity under § 48-249-610(a) , then the LLC may give notice of the filing to each creditor of, and claimant against, the LLC, known or unknown, present or future, and contingent or noncontingent, in accordance with subsections (b) and (c). (b) Disposition of known claims. (1) An LLC may dispose of the known claims against it by following the procedure described in this subsection (b). (2) The dissolved LLC shall notify its known claimants in writing of the dissolution, at any time after the effective date of the dissolution. The written notice shall: (A) Describe information that is required to be included in a claim; (B) State whether the claim is admitted or not admitted, and, if admitted: (i) The amount that is admitted, which may be as of a given date; and (ii) Any interest obligation, if fixed by an instrument of indebtedness; (C) Provide a mailing address where a claim may be sent; (D) State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved LLC shall receive the claim; and (E) State that, except to the extent that any claim is admitted, the claim will be barred, if written notice of the claim is not received by the deadline. (3) A claim against the dissolved LLC is barred, to the extent that it is not admitted: (A) If the dissolved LLC delivered written notice to the claimant in accordance with subdivision (b)(2), and the claimant does not deliver a written notice of the claim to the dissolved LLC by the deadline; or (B) If the dissolved LLC delivered written notice to the claimant that the claimant's claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice. (4) For purposes of this subsection (b), "claim" does not include a contingent liability, or a claim based on an event occurring after the effective date of dissolution. (5) For purposes of this subsection (b), written notice is effective at the earliest of the following: (A) When received; (B) Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed; (C) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (D) Twenty (20) days after deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed, and with other than first class, registered or certified postage affixed. (c) Notice by publication. (1) A dissolved LLC may also publish notice of its dissolution and request that persons with claims against the LLC present them in accordance with the notice. (2) The notice shall: (A) Be published one (1) time in a newspaper of general circulation in the county where the dissolved LLC's principal executive office is or was last located; (B) Describe the information that is required to be included in a claim and provide a mailing address where the claim may be sent; and (C) State that a claim against the LLC will be barred, unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice. (3) If the dissolved LLC publishes a newspaper notice as provided in this subsection (c), the claim of each of the following claimants is barred, unless the claimant commences a proceeding to enforce the claim against the dissolved LLC within two (2) years after the publication date of the newspaper notice: (A) A claimant who did not receive written notice under subsection (b); (B) A claimant whose claim was timely sent to the dissolved LLC, but not acted on; or (C) A claimant whose claim is contingent, or based on an event occurring after the effective date of dissolution. (4) A claim may be enforced under this subsection (c): (A) Against the dissolved LLC, to the extent of its undistributed assets; or (B) If the assets have been distributed in liquidation, against a member or holder of financial rights of the dissolved LLC, to the extent of the member's or holder's pro rata share of the claim or the LLC assets distributed to the member or holder in liquidation, whichever is less, but a member's or holder's total liability for all claims under this subsection (c) may not exceed the total amount of assets distributed to the member or holder. (d) Effect of noncompliance. If the dissolved LLC does not comply with subsection (b) or (c), then claimants against the LLC not barred by this section may enforce their claims: (1) Against the dissolved LLC, to the extent of its undistributed assets; or (2) If the assets have been distributed in liquidation, against a member or holder of financial rights of the dissolved LLC to the extent of the member's or holder's pro rata share of the claim, or the LLC assets distributed to the member or holder in liquidation, whichever is less, but a member's or holder's total liability for all claims under this section may not exceed the total amount of assets distributed to the member or holder; provided, that a claim may not be enforced against a member or holder of a dissolved LLC who received a distribution in liquidation after three (3) years from the date of the filing of articles of termination. Acts 2005, ch. 286, § 1; 2006, ch. 620, § 36.
(a) Notice to creditors. When a notice of dissolution has been filed with the secretary of state, and the business of the LLC is to be wound up and terminated by other than merger of the dissolved LLC into a successor entity under § 48-249-610(a) , then the LLC may give notice of the filing to each creditor of, and claimant against, the LLC, known or unknown, present or future, and contingent or noncontingent, in accordance with subsections (b) and (c).
(b) Disposition of known claims. (1) An LLC may dispose of the known claims against it by following the procedure described in this subsection (b). (2) The dissolved LLC shall notify its known claimants in writing of the dissolution, at any time after the effective date of the dissolution. The written notice shall: (A) Describe information that is required to be included in a claim; (B) State whether the claim is admitted or not admitted, and, if admitted: (i) The amount that is admitted, which may be as of a given date; and (ii) Any interest obligation, if fixed by an instrument of indebtedness; (C) Provide a mailing address where a claim may be sent; (D) State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved LLC shall receive the claim; and (E) State that, except to the extent that any claim is admitted, the claim will be barred, if written notice of the claim is not received by the deadline. (3) A claim against the dissolved LLC is barred, to the extent that it is not admitted: (A) If the dissolved LLC delivered written notice to the claimant in accordance with subdivision (b)(2), and the claimant does not deliver a written notice of the claim to the dissolved LLC by the deadline; or (B) If the dissolved LLC delivered written notice to the claimant that the claimant's claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice. (4) For purposes of this subsection (b), "claim" does not include a contingent liability, or a claim based on an event occurring after the effective date of dissolution. (5) For purposes of this subsection (b), written notice is effective at the earliest of the following: (A) When received; (B) Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed; (C) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (D) Twenty (20) days after deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed, and with other than first class, registered or certified postage affixed.
(1) An LLC may dispose of the known claims against it by following the procedure described in this subsection (b).
(2) The dissolved LLC shall notify its known claimants in writing of the dissolution, at any time after the effective date of the dissolution. The written notice shall: (A) Describe information that is required to be included in a claim; (B) State whether the claim is admitted or not admitted, and, if admitted: (i) The amount that is admitted, which may be as of a given date; and (ii) Any interest obligation, if fixed by an instrument of indebtedness; (C) Provide a mailing address where a claim may be sent; (D) State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved LLC shall receive the claim; and (E) State that, except to the extent that any claim is admitted, the claim will be barred, if written notice of the claim is not received by the deadline.
(A) Describe information that is required to be included in a claim;
(B) State whether the claim is admitted or not admitted, and, if admitted: (i) The amount that is admitted, which may be as of a given date; and (ii) Any interest obligation, if fixed by an instrument of indebtedness;
(i) The amount that is admitted, which may be as of a given date; and
(ii) Any interest obligation, if fixed by an instrument of indebtedness;
(C) Provide a mailing address where a claim may be sent;
(D) State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved LLC shall receive the claim; and
(E) State that, except to the extent that any claim is admitted, the claim will be barred, if written notice of the claim is not received by the deadline.
(3) A claim against the dissolved LLC is barred, to the extent that it is not admitted: (A) If the dissolved LLC delivered written notice to the claimant in accordance with subdivision (b)(2), and the claimant does not deliver a written notice of the claim to the dissolved LLC by the deadline; or (B) If the dissolved LLC delivered written notice to the claimant that the claimant's claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice.
(A) If the dissolved LLC delivered written notice to the claimant in accordance with subdivision (b)(2), and the claimant does not deliver a written notice of the claim to the dissolved LLC by the deadline; or
(B) If the dissolved LLC delivered written notice to the claimant that the claimant's claim is rejected, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice.
(4) For purposes of this subsection (b), "claim" does not include a contingent liability, or a claim based on an event occurring after the effective date of dissolution.
(5) For purposes of this subsection (b), written notice is effective at the earliest of the following: (A) When received; (B) Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed; (C) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (D) Twenty (20) days after deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed, and with other than first class, registered or certified postage affixed.
(A) When received;
(B) Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed;
(C) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or
(D) Twenty (20) days after deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed, and with other than first class, registered or certified postage affixed.
(c) Notice by publication. (1) A dissolved LLC may also publish notice of its dissolution and request that persons with claims against the LLC present them in accordance with the notice. (2) The notice shall: (A) Be published one (1) time in a newspaper of general circulation in the county where the dissolved LLC's principal executive office is or was last located; (B) Describe the information that is required to be included in a claim and provide a mailing address where the claim may be sent; and (C) State that a claim against the LLC will be barred, unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice. (3) If the dissolved LLC publishes a newspaper notice as provided in this subsection (c), the claim of each of the following claimants is barred, unless the claimant commences a proceeding to enforce the claim against the dissolved LLC within two (2) years after the publication date of the newspaper notice: (A) A claimant who did not receive written notice under subsection (b); (B) A claimant whose claim was timely sent to the dissolved LLC, but not acted on; or (C) A claimant whose claim is contingent, or based on an event occurring after the effective date of dissolution. (4) A claim may be enforced under this subsection (c): (A) Against the dissolved LLC, to the extent of its undistributed assets; or (B) If the assets have been distributed in liquidation, against a member or holder of financial rights of the dissolved LLC, to the extent of the member's or holder's pro rata share of the claim or the LLC assets distributed to the member or holder in liquidation, whichever is less, but a member's or holder's total liability for all claims under this subsection (c) may not exceed the total amount of assets distributed to the member or holder.
(1) A dissolved LLC may also publish notice of its dissolution and request that persons with claims against the LLC present them in accordance with the notice.
(2) The notice shall: (A) Be published one (1) time in a newspaper of general circulation in the county where the dissolved LLC's principal executive office is or was last located; (B) Describe the information that is required to be included in a claim and provide a mailing address where the claim may be sent; and (C) State that a claim against the LLC will be barred, unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice.
(A) Be published one (1) time in a newspaper of general circulation in the county where the dissolved LLC's principal executive office is or was last located;
(B) Describe the information that is required to be included in a claim and provide a mailing address where the claim may be sent; and
(C) State that a claim against the LLC will be barred, unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice.
(3) If the dissolved LLC publishes a newspaper notice as provided in this subsection (c), the claim of each of the following claimants is barred, unless the claimant commences a proceeding to enforce the claim against the dissolved LLC within two (2) years after the publication date of the newspaper notice: (A) A claimant who did not receive written notice under subsection (b); (B) A claimant whose claim was timely sent to the dissolved LLC, but not acted on; or (C) A claimant whose claim is contingent, or based on an event occurring after the effective date of dissolution.
(A) A claimant who did not receive written notice under subsection (b);
(B) A claimant whose claim was timely sent to the dissolved LLC, but not acted on; or
(C) A claimant whose claim is contingent, or based on an event occurring after the effective date of dissolution.
(4) A claim may be enforced under this subsection (c): (A) Against the dissolved LLC, to the extent of its undistributed assets; or (B) If the assets have been distributed in liquidation, against a member or holder of financial rights of the dissolved LLC, to the extent of the member's or holder's pro rata share of the claim or the LLC assets distributed to the member or holder in liquidation, whichever is less, but a member's or holder's total liability for all claims under this subsection (c) may not exceed the total amount of assets distributed to the member or holder.
(A) Against the dissolved LLC, to the extent of its undistributed assets; or
(B) If the assets have been distributed in liquidation, against a member or holder of financial rights of the dissolved LLC, to the extent of the member's or holder's pro rata share of the claim or the LLC assets distributed to the member or holder in liquidation, whichever is less, but a member's or holder's total liability for all claims under this subsection (c) may not exceed the total amount of assets distributed to the member or holder.
(d) Effect of noncompliance. If the dissolved LLC does not comply with subsection (b) or (c), then claimants against the LLC not barred by this section may enforce their claims: (1) Against the dissolved LLC, to the extent of its undistributed assets; or (2) If the assets have been distributed in liquidation, against a member or holder of financial rights of the dissolved LLC to the extent of the member's or holder's pro rata share of the claim, or the LLC assets distributed to the member or holder in liquidation, whichever is less, but a member's or holder's total liability for all claims under this section may not exceed the total amount of assets distributed to the member or holder; provided, that a claim may not be enforced against a member or holder of a dissolved LLC who received a distribution in liquidation after three (3) years from the date of the filing of articles of termination.
(1) Against the dissolved LLC, to the extent of its undistributed assets; or
(2) If the assets have been distributed in liquidation, against a member or holder of financial rights of the dissolved LLC to the extent of the member's or holder's pro rata share of the claim, or the LLC assets distributed to the member or holder in liquidation, whichever is less, but a member's or holder's total liability for all claims under this section may not exceed the total amount of assets distributed to the member or holder; provided, that a claim may not be enforced against a member or holder of a dissolved LLC who received a distribution in liquidation after three (3) years from the date of the filing of articles of termination.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 36.
Tenn. Code Ann. § 48-53-201 — TN Code / Title 48 / Chapter 53 / Section 48-53-201
Short title
Status: in_force

This part shall be known and may be cited as the "Nonprofit Fair Asset Protection Act." Acts 2018, ch. 769, § 1.
This part shall be known and may be cited as the "Nonprofit Fair Asset Protection Act."
Acts 2018, ch. 769, § 1.
Tenn. Code Ann. § 48-63-101 — TN Code / Title 48 / Chapter 63 / Section 48-63-101
Prohibited distributions
Status: in_force

Except as authorized by § 48-63-102 , a corporation shall not make any distributions. Acts 1987, ch. 242, § 13.01.
Except as authorized by § 48-63-102 , a corporation shall not make any distributions.
Acts 1987, ch. 242, § 13.01.
Tenn. Code Ann. § 48-101-807 — TN Code / Title 48 / Chapter 101 / Section 48-101-807
Limitation on tax liability - Annual filings
Status: in_force

Consistent with § 67-4-2007(d) for excise tax purposes and § 67-4-2106(c) for franchise tax purposes, a nonprofit LLC shall be disregarded as an entity separate from the nonprofit corporation that is the sole member of the nonprofit LLC for purposes of all state and local taxes. The nonprofit LLC shall file annual reports and other filings with the office of the secretary of state as required of all LLCs. Acts 2006, ch. 620, § 8.
Consistent with § 67-4-2007(d) for excise tax purposes and § 67-4-2106(c) for franchise tax purposes, a nonprofit LLC shall be disregarded as an entity separate from the nonprofit corporation that is the sole member of the nonprofit LLC for purposes of all state and local taxes. The nonprofit LLC shall file annual reports and other filings with the office of the secretary of state as required of all LLCs.
Acts 2006, ch. 620, § 8.
Tenn. Code Ann. § 48-101-103 — TN Code / Title 48 / Chapter 101 / Section 48-101-103
Persons entitled to incorporate - Certificate of incorporation
Status: in_force

Twenty-five (25) or more persons, a majority of whom shall be residents of this state, who may desire to form a development credit corporation under this part, for the purpose of promoting, developing, and advancing the prosperity and economic welfare of the state and, to that end, to exercise the powers and privileges hereinafter provided, may be incorporated by making, subscribing, acknowledging, and filing, in the manner hereinafter provided, in the office of the secretary of state and of the register of the county in which the corporation elects to have its principal office, a certificate setting forth: (1) The name of the corporation, which shall include the words "Development Credit Corporation of Tennessee"; (2) The location of the principal office of the corporation; (3) The purpose for which the corporation is founded, which shall include the following: (A) To assist, promote, encourage, and, through the cooperative efforts of the institutions and corporations which shall, from time to time, become members thereof, develop and advance the business prosperity and economic welfare of the state; (B) To encourage and assist in the location of new business and industry in the state and to rehabilitate existing business and industry; to stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of the state, provide maximum opportunities for employment, encourage thrift, and improve the standard of living of the citizens of the state; (C) To cooperate and act in conjunction with other organizations, public or private, the objects of which are the promotion and advancement of industrial, commercial, agricultural, and recreational developments in the state; and (D) To furnish money and credit to approved and deserving applicants for the promotion, development, and conduct of all kinds of business activity in the state, thereby establishing a source of credit not otherwise readily available therefor; (4) (A) The total amount of authorized capital stock and the number of shares in which it is divided; (B) That all stock shall be common with a par value of ten dollars ($10.00) per share; (C) That shares shall be issued only upon receipt by the corporation of cash in amount of no less than the par value; (D) That the minimum capital stock shall be one hundred thousand (100,000) shares; and (E) That at least twenty percent (20%) of the capital stock shall be paid into the treasury of the corporation before it shall be authorized to transact any business other than such as relates to its organization; (5) (A) Whether or not the corporation is to have perpetual existence, and if not, the time its existence is to cease; (B) That if such corporation fails to subscribe the minimum stock within two (2) years from the filing of the certificate, its existence shall terminate; and (6) Any other provision or provisions, not contrary to law, which the incorporators may choose to insert for further regulation of the conduct of the corporation, or any provision or provisions creating, dividing, limiting, and regulating the powers of the directors, officers, and stockholders. Acts 1959, ch. 170, § 3: T.C.A. §§ 48-1703, 48-3-103.
Twenty-five (25) or more persons, a majority of whom shall be residents of this state, who may desire to form a development credit corporation under this part, for the purpose of promoting, developing, and advancing the prosperity and economic welfare of the state and, to that end, to exercise the powers and privileges hereinafter provided, may be incorporated by making, subscribing, acknowledging, and filing, in the manner hereinafter provided, in the office of the secretary of state and of the register of the county in which the corporation elects to have its principal office, a certificate setting forth:
(1) The name of the corporation, which shall include the words "Development Credit Corporation of Tennessee";
(2) The location of the principal office of the corporation;
(3) The purpose for which the corporation is founded, which shall include the following: (A) To assist, promote, encourage, and, through the cooperative efforts of the institutions and corporations which shall, from time to time, become members thereof, develop and advance the business prosperity and economic welfare of the state; (B) To encourage and assist in the location of new business and industry in the state and to rehabilitate existing business and industry; to stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of the state, provide maximum opportunities for employment, encourage thrift, and improve the standard of living of the citizens of the state; (C) To cooperate and act in conjunction with other organizations, public or private, the objects of which are the promotion and advancement of industrial, commercial, agricultural, and recreational developments in the state; and (D) To furnish money and credit to approved and deserving applicants for the promotion, development, and conduct of all kinds of business activity in the state, thereby establishing a source of credit not otherwise readily available therefor;
(A) To assist, promote, encourage, and, through the cooperative efforts of the institutions and corporations which shall, from time to time, become members thereof, develop and advance the business prosperity and economic welfare of the state;
(B) To encourage and assist in the location of new business and industry in the state and to rehabilitate existing business and industry; to stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of the state, provide maximum opportunities for employment, encourage thrift, and improve the standard of living of the citizens of the state;
(C) To cooperate and act in conjunction with other organizations, public or private, the objects of which are the promotion and advancement of industrial, commercial, agricultural, and recreational developments in the state; and
(D) To furnish money and credit to approved and deserving applicants for the promotion, development, and conduct of all kinds of business activity in the state, thereby establishing a source of credit not otherwise readily available therefor;
(4) (A) The total amount of authorized capital stock and the number of shares in which it is divided; (B) That all stock shall be common with a par value of ten dollars ($10.00) per share; (C) That shares shall be issued only upon receipt by the corporation of cash in amount of no less than the par value; (D) That the minimum capital stock shall be one hundred thousand (100,000) shares; and (E) That at least twenty percent (20%) of the capital stock shall be paid into the treasury of the corporation before it shall be authorized to transact any business other than such as relates to its organization;
(A) The total amount of authorized capital stock and the number of shares in which it is divided;
(B) That all stock shall be common with a par value of ten dollars ($10.00) per share;
(C) That shares shall be issued only upon receipt by the corporation of cash in amount of no less than the par value;
(D) That the minimum capital stock shall be one hundred thousand (100,000) shares; and
(E) That at least twenty percent (20%) of the capital stock shall be paid into the treasury of the corporation before it shall be authorized to transact any business other than such as relates to its organization;
(5) (A) Whether or not the corporation is to have perpetual existence, and if not, the time its existence is to cease; (B) That if such corporation fails to subscribe the minimum stock within two (2) years from the filing of the certificate, its existence shall terminate; and
(A) Whether or not the corporation is to have perpetual existence, and if not, the time its existence is to cease;
(B) That if such corporation fails to subscribe the minimum stock within two (2) years from the filing of the certificate, its existence shall terminate; and
(6) Any other provision or provisions, not contrary to law, which the incorporators may choose to insert for further regulation of the conduct of the corporation, or any provision or provisions creating, dividing, limiting, and regulating the powers of the directors, officers, and stockholders.
Acts 1959, ch. 170, § 3: T.C.A. §§ 48-1703, 48-3-103.
Tenn. Code Ann. § 48-13-102 — TN Code / Title 48 / Chapter 13 / Section 48-13-102
General powers
Status: in_force

Unless its charter provides otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, power to: (1) Sue and be sued, complain and defend in its corporate name; (2) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it; (3) Make and amend bylaws, not inconsistent with its charter or with the laws of this state, for managing the business and regulating the affairs of the corporation; (4) Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located; (5) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of, or grant a security interest in, all or any part of its property; (6) Purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, or grant a security interest in; and deal in and with shares or other interests in, or obligations of, any other entity; (7) Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations or those of any other person by mortgage, pledge of, or security interest in, any of its property, franchises, or income; (8) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment; (9) Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity; (10) Conduct its business, locate offices, and exercise the powers granted by chapters 11-27 of this title within or without this state; (11) Elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit; (12) Pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of the current or former directors, officers, employees, and agents of the corporation or any of its subsidiaries; (13) Make donations for the public welfare or for charitable, scientific, or educational purposes; (14) Make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation; (15) Procure for its benefit insurance on the life of any of its directors, officers or employees, to insure the life of any shareholder for the purpose of acquiring at the shareholder's death shares owned by such shareholder and to continue such insurance after the relationship terminates; and (16) Accept gifts, devises, and bequests subject to any conditions or limitations contained in such gift, devise, or bequest, so long as such conditions or limitations are not contrary to chapters 11-27 of this title or the purposes for which the corporation is organized. Acts 1986, ch. 887, § 3.02.
Unless its charter provides otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, power to:
(1) Sue and be sued, complain and defend in its corporate name;
(2) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;
(3) Make and amend bylaws, not inconsistent with its charter or with the laws of this state, for managing the business and regulating the affairs of the corporation;
(4) Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;
(5) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of, or grant a security interest in, all or any part of its property;
(6) Purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, or grant a security interest in; and deal in and with shares or other interests in, or obligations of, any other entity;
(7) Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations or those of any other person by mortgage, pledge of, or security interest in, any of its property, franchises, or income;
(8) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;
(9) Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;
(10) Conduct its business, locate offices, and exercise the powers granted by chapters 11-27 of this title within or without this state;
(11) Elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;
(12) Pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of the current or former directors, officers, employees, and agents of the corporation or any of its subsidiaries;
(13) Make donations for the public welfare or for charitable, scientific, or educational purposes;
(14) Make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation;
(15) Procure for its benefit insurance on the life of any of its directors, officers or employees, to insure the life of any shareholder for the purpose of acquiring at the shareholder's death shares owned by such shareholder and to continue such insurance after the relationship terminates; and
(16) Accept gifts, devises, and bequests subject to any conditions or limitations contained in such gift, devise, or bequest, so long as such conditions or limitations are not contrary to chapters 11-27 of this title or the purposes for which the corporation is organized.
Acts 1986, ch. 887, § 3.02.
Tenn. Code Ann. § 48-64-106 — TN Code / Title 48 / Chapter 64 / Section 48-64-106
Effect of dissolution
Status: in_force

(a) A dissolved corporation continues its corporate existence, but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including: (1) Collecting its assets; (2) Conveying and disposing of its properties that will not be distributed in kind; (3) Discharging or making provision for discharging its liabilities; (4) Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition; (5) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its charter or bylaws; (6) If the corporation is a public benefit corporation, and no provision has been made in its charter or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets to: (A) One (1) or more persons recognized as exempt under Section 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) ); (B) If the dissolved corporation is not recognized as exempt under Section 501(c)(3) of the Internal Revenue Code, one (1) or more public benefit corporations; or (C) The state of Tennessee or any county, municipality, or political subdivision thereof; (7) If the corporation is a mutual benefit corporation and no provision has been made in its charter or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, those persons whom the corporation holds itself out as benefitting or serving; and (8) Doing every other act necessary to wind up and liquidate its assets and affairs. (b) Dissolution of a corporation does not: (1) Transfer title to the corporation's property; (2) Subject its directors or officers to standards of conduct different from those prescribed in chapter 58 of this title; (3) Change quorum or voting requirements for its board of directors or members; change provisions for selection, resignation, or removal of its directors or officers, or both; or change provisions for amending its bylaws; (4) Prevent commencement of a proceeding by or against the corporation in its corporate name; (5) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (6) Terminate the authority of the registered agent of the corporation. Acts 1987, ch. 242, § 14.06.
(a) A dissolved corporation continues its corporate existence, but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including: (1) Collecting its assets; (2) Conveying and disposing of its properties that will not be distributed in kind; (3) Discharging or making provision for discharging its liabilities; (4) Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition; (5) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its charter or bylaws; (6) If the corporation is a public benefit corporation, and no provision has been made in its charter or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets to: (A) One (1) or more persons recognized as exempt under Section 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) ); (B) If the dissolved corporation is not recognized as exempt under Section 501(c)(3) of the Internal Revenue Code, one (1) or more public benefit corporations; or (C) The state of Tennessee or any county, municipality, or political subdivision thereof; (7) If the corporation is a mutual benefit corporation and no provision has been made in its charter or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, those persons whom the corporation holds itself out as benefitting or serving; and (8) Doing every other act necessary to wind up and liquidate its assets and affairs.
(1) Collecting its assets;
(2) Conveying and disposing of its properties that will not be distributed in kind;
(3) Discharging or making provision for discharging its liabilities;
(4) Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition;
(5) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its charter or bylaws;
(6) If the corporation is a public benefit corporation, and no provision has been made in its charter or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets to: (A) One (1) or more persons recognized as exempt under Section 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) ); (B) If the dissolved corporation is not recognized as exempt under Section 501(c)(3) of the Internal Revenue Code, one (1) or more public benefit corporations; or (C) The state of Tennessee or any county, municipality, or political subdivision thereof;
(A) One (1) or more persons recognized as exempt under Section 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) );
(B) If the dissolved corporation is not recognized as exempt under Section 501(c)(3) of the Internal Revenue Code, one (1) or more public benefit corporations; or
(C) The state of Tennessee or any county, municipality, or political subdivision thereof;
(7) If the corporation is a mutual benefit corporation and no provision has been made in its charter or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, those persons whom the corporation holds itself out as benefitting or serving; and
(8) Doing every other act necessary to wind up and liquidate its assets and affairs.
(b) Dissolution of a corporation does not: (1) Transfer title to the corporation's property; (2) Subject its directors or officers to standards of conduct different from those prescribed in chapter 58 of this title; (3) Change quorum or voting requirements for its board of directors or members; change provisions for selection, resignation, or removal of its directors or officers, or both; or change provisions for amending its bylaws; (4) Prevent commencement of a proceeding by or against the corporation in its corporate name; (5) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (6) Terminate the authority of the registered agent of the corporation.
(1) Transfer title to the corporation's property;
(2) Subject its directors or officers to standards of conduct different from those prescribed in chapter 58 of this title;
(3) Change quorum or voting requirements for its board of directors or members; change provisions for selection, resignation, or removal of its directors or officers, or both; or change provisions for amending its bylaws;
(4) Prevent commencement of a proceeding by or against the corporation in its corporate name;
(5) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(6) Terminate the authority of the registered agent of the corporation.
Acts 1987, ch. 242, § 14.06.
Tenn. Code Ann. § 48-249-908 — TN Code / Title 48 / Chapter 249 / Section 48-249-908
Revocation of certificate of authority
Status: in_force

The secretary of state may commence a proceeding under § 48-249-909 , to administratively revoke the certificate of authority of a foreign LLC authorized to transact business in this state, if: (1) The foreign LLC does not deliver its annual report to the secretary of state within two (2) months after it is due; (2) The foreign LLC is without a registered agent or registered office in this state for two (2) months or more; (3) The foreign LLC does not inform the secretary of state, under §§ 48-249-110 or 48-249-111 , that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued, within two (2) months of the change, resignation or discontinuance; (4) The name of the foreign LLC contained in a document filed pursuant to this chapter fails to comply with § 48-249-903 ; (5) A member or representative of the foreign LLC signed a document such person knew was false in any material respect, with the intent that the document be delivered to the secretary of state for filing; (6) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of the foreign LLC's records in the jurisdiction under the laws of which the foreign LLC is formed, stating that it has been terminated, or has been a constituent party to a merger and was not the surviving entity of the merger; (7) The foreign LLC is exceeding the authority conferred upon it by this part; or (8) The foreign LLC submits to the secretary of state a check, bank draft, money order or other such instrument for payment of any fee, and it is dishonored upon presentation for payment. Acts 2005, ch. 286, § 1.
The secretary of state may commence a proceeding under § 48-249-909 , to administratively revoke the certificate of authority of a foreign LLC authorized to transact business in this state, if:
(1) The foreign LLC does not deliver its annual report to the secretary of state within two (2) months after it is due;
(2) The foreign LLC is without a registered agent or registered office in this state for two (2) months or more;
(3) The foreign LLC does not inform the secretary of state, under §§ 48-249-110 or 48-249-111 , that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued, within two (2) months of the change, resignation or discontinuance;
(4) The name of the foreign LLC contained in a document filed pursuant to this chapter fails to comply with § 48-249-903 ;
(5) A member or representative of the foreign LLC signed a document such person knew was false in any material respect, with the intent that the document be delivered to the secretary of state for filing;
(6) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of the foreign LLC's records in the jurisdiction under the laws of which the foreign LLC is formed, stating that it has been terminated, or has been a constituent party to a merger and was not the surviving entity of the merger;
(7) The foreign LLC is exceeding the authority conferred upon it by this part; or
(8) The foreign LLC submits to the secretary of state a check, bank draft, money order or other such instrument for payment of any fee, and it is dishonored upon presentation for payment.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-239-116 — TN Code / Title 48 / Chapter 239 / Section 48-239-116
Governor and manager conflict of interest
Status: in_force

(a) Definition and Scope. A conflict of interest transaction is a transaction with the LLC in which a governor, manager or non-governor member of a special litigation committee of the LLC has a direct or indirect interest. A conflict of interest transaction is not voidable by the LLC solely because of the governor's or manager's interest in the transaction if any one (1) of the following is true: (1) The material facts of the transaction and the governor's or manager's interest were disclosed or known to the board of governors or a committee of the board of governors and the board of governors or committee authorized, approved, or ratified the transaction; (2) The material facts of the transaction and governor's or manager's interest were disclosed or known to the members entitled to vote and they authorized, approved, or ratified the transaction; (3) The transaction was fair to the LLC; or (4) The transaction was of a nature in which the conflict of interest is waived by the articles or operating agreement. Such waiver shall be upheld unless manifestly unreasonable under the circumstances. (b) For purposes of this section, a governor or manager of the LLC has an indirect interest in a transaction if, but not only if: (1) Another entity in which the governor or manager has a material financial interest or in which the governor or manager is a general partner is a party to the transaction; or (2) Another entity of which the governor or manager is a governor, director, manager, officer, or trustee is a party to the transaction and the transaction is or should be considered by the board of governors of the LLC. (c) Authorization, Approval and Ratification Under Subdivision (a)(1). For purposes of subdivision (a)(1), a conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the governors on the board of governors (or on the committee) who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified under this section by a single governor. If a majority of the governors who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a governor with a direct or indirect interest in the transaction does not affect the validity of any action taken under subdivision (a)(1) if the transaction is otherwise authorized, approved, or ratified as provided in that subsection. (d) Authorization, Approval and Ratification Under Subdivision (a)(2). For purposes of subdivision (a)(2), a conflict of interest transaction is authorized, approved, or ratified if it receives the vote of a majority of the membership interests entitled to be counted under this subsection (d). Membership interests owned by or voted under the control of a governor or manager who has a direct or indirect interest in the transaction, and membership interests owned by or voted under the control of an entity described in subdivision (b)(1), may not be counted in a vote of members to determine whether to authorize, approve or ratify a conflict of interest transaction under subdivision (a)(2). The vote of those membership interests, however, shall be counted in determining whether the transaction is approved under other provisions of chapters 201-248 of this title. A majority of the membership interests, whether or not present, that are entitled to be counted in a vote on the transaction under this subsection (d) constitutes a quorum for the purpose of taking action under this section. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 59.
(a) Definition and Scope. A conflict of interest transaction is a transaction with the LLC in which a governor, manager or non-governor member of a special litigation committee of the LLC has a direct or indirect interest. A conflict of interest transaction is not voidable by the LLC solely because of the governor's or manager's interest in the transaction if any one (1) of the following is true: (1) The material facts of the transaction and the governor's or manager's interest were disclosed or known to the board of governors or a committee of the board of governors and the board of governors or committee authorized, approved, or ratified the transaction; (2) The material facts of the transaction and governor's or manager's interest were disclosed or known to the members entitled to vote and they authorized, approved, or ratified the transaction; (3) The transaction was fair to the LLC; or (4) The transaction was of a nature in which the conflict of interest is waived by the articles or operating agreement. Such waiver shall be upheld unless manifestly unreasonable under the circumstances.
(1) The material facts of the transaction and the governor's or manager's interest were disclosed or known to the board of governors or a committee of the board of governors and the board of governors or committee authorized, approved, or ratified the transaction;
(2) The material facts of the transaction and governor's or manager's interest were disclosed or known to the members entitled to vote and they authorized, approved, or ratified the transaction;
(3) The transaction was fair to the LLC; or
(4) The transaction was of a nature in which the conflict of interest is waived by the articles or operating agreement. Such waiver shall be upheld unless manifestly unreasonable under the circumstances.
(b) For purposes of this section, a governor or manager of the LLC has an indirect interest in a transaction if, but not only if: (1) Another entity in which the governor or manager has a material financial interest or in which the governor or manager is a general partner is a party to the transaction; or (2) Another entity of which the governor or manager is a governor, director, manager, officer, or trustee is a party to the transaction and the transaction is or should be considered by the board of governors of the LLC.
(1) Another entity in which the governor or manager has a material financial interest or in which the governor or manager is a general partner is a party to the transaction; or
(2) Another entity of which the governor or manager is a governor, director, manager, officer, or trustee is a party to the transaction and the transaction is or should be considered by the board of governors of the LLC.
(c) Authorization, Approval and Ratification Under Subdivision (a)(1). For purposes of subdivision (a)(1), a conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the governors on the board of governors (or on the committee) who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified under this section by a single governor. If a majority of the governors who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a governor with a direct or indirect interest in the transaction does not affect the validity of any action taken under subdivision (a)(1) if the transaction is otherwise authorized, approved, or ratified as provided in that subsection.
(d) Authorization, Approval and Ratification Under Subdivision (a)(2). For purposes of subdivision (a)(2), a conflict of interest transaction is authorized, approved, or ratified if it receives the vote of a majority of the membership interests entitled to be counted under this subsection (d). Membership interests owned by or voted under the control of a governor or manager who has a direct or indirect interest in the transaction, and membership interests owned by or voted under the control of an entity described in subdivision (b)(1), may not be counted in a vote of members to determine whether to authorize, approve or ratify a conflict of interest transaction under subdivision (a)(2). The vote of those membership interests, however, shall be counted in determining whether the transaction is approved under other provisions of chapters 201-248 of this title. A majority of the membership interests, whether or not present, that are entitled to be counted in a vote on the transaction under this subsection (d) constitutes a quorum for the purpose of taking action under this section.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 59.
Tenn. Code Ann. § 48-246-602 — TN Code / Title 48 / Chapter 246 / Section 48-246-602
Enjoined from doing business
Status: in_force

The attorney general and reporter shall, upon the attorney general and reporter's own motion or upon the relation of proper parties, proceed by complaint in the chancery court of Davidson County or in the chancery court of any county in which such foreign LLC is doing or has done business to enjoin any foreign LLC, or any representative thereof, from doing any business in the state of Tennessee if such foreign LLC has failed to obtain or maintain a certificate of authority or if such foreign LLC has secured a certificate of authority from the secretary of state under § 48-246-301 on the basis of false or misleading representations. The reasonable attorney fees and expenses of such an action by the attorney general and reporter may be recovered from the foreign LLC at the discretion of the court if an injunction is obtained. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 85.
The attorney general and reporter shall, upon the attorney general and reporter's own motion or upon the relation of proper parties, proceed by complaint in the chancery court of Davidson County or in the chancery court of any county in which such foreign LLC is doing or has done business to enjoin any foreign LLC, or any representative thereof, from doing any business in the state of Tennessee if such foreign LLC has failed to obtain or maintain a certificate of authority or if such foreign LLC has secured a certificate of authority from the secretary of state under § 48-246-301 on the basis of false or misleading representations. The reasonable attorney fees and expenses of such an action by the attorney general and reporter may be recovered from the foreign LLC at the discretion of the court if an injunction is obtained.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 85.
Tenn. Code Ann. § 48-101-505 — TN Code / Title 48 / Chapter 101 / Section 48-101-505
Affiliates of parent organization - Filing registration statement - Fee
Status: in_force

(a) Each chapter, branch or affiliate of a parent organization or independent member agency of a federated fund-raising organization, may separately report the information required by § 48-101-504 , or report the information to its parent organization or to the federated fund-raising organization with which it is affiliated, which shall then transmit such information as to its affiliates, branches, chapters or independent agency members to the secretary of state along with its own statement. (b) A parent organization filing the registration statements of one (1) or more of its chapters, branches, or affiliates along with its own statement, and a federated fund-raising organization filing the statements of one (1) or more of its independent member agencies along with its own statement, shall pay a single registration fee in accordance with the schedule as provided in § 48-101-504(b) for itself and for such chapters, branches, affiliates or independent member agencies whose statements are filed by it at the same time as its own statement. However, when an independent member agency of a federated fund-raising organization solicits or receives contributions from any source other than the federated fund-raising organization or a governmental agency, such independent member agency shall be required to register independently and pay its own filing fee, unless otherwise exempt by this part. When a chapter, branch, or affiliate of a parent organization solicits or receives contributions from any source other than the parent organization or a governmental agency, such chapter, branch, or affiliate shall register independently and pay its own filing fee, unless otherwise exempt by this part. Acts 1976, ch. 735, § 5; T.C.A., § 48-2205; Acts 1989, ch. 285, § 9; 1993, ch. 252, § 13; T.C.A., § 48-3-505.
(a) Each chapter, branch or affiliate of a parent organization or independent member agency of a federated fund-raising organization, may separately report the information required by § 48-101-504 , or report the information to its parent organization or to the federated fund-raising organization with which it is affiliated, which shall then transmit such information as to its affiliates, branches, chapters or independent agency members to the secretary of state along with its own statement.
(b) A parent organization filing the registration statements of one (1) or more of its chapters, branches, or affiliates along with its own statement, and a federated fund-raising organization filing the statements of one (1) or more of its independent member agencies along with its own statement, shall pay a single registration fee in accordance with the schedule as provided in § 48-101-504(b) for itself and for such chapters, branches, affiliates or independent member agencies whose statements are filed by it at the same time as its own statement. However, when an independent member agency of a federated fund-raising organization solicits or receives contributions from any source other than the federated fund-raising organization or a governmental agency, such independent member agency shall be required to register independently and pay its own filing fee, unless otherwise exempt by this part. When a chapter, branch, or affiliate of a parent organization solicits or receives contributions from any source other than the parent organization or a governmental agency, such chapter, branch, or affiliate shall register independently and pay its own filing fee, unless otherwise exempt by this part.
Acts 1976, ch. 735, § 5; T.C.A., § 48-2205; Acts 1989, ch. 285, § 9; 1993, ch. 252, § 13; T.C.A., § 48-3-505.
Tenn. Code Ann. § 48-57-104 — TN Code / Title 48 / Chapter 57 / Section 48-57-104
Action by written consent
Status: in_force

(a) Action required or permitted by chapters 51-68 of this title to be taken at a meeting of members may be taken without a meeting if all members entitled to vote on the action consent in writing to taking such action without a meeting. If all members entitled to vote on the action consent in writing to taking such action without a meeting, the affirmative vote of the number of votes that would be necessary to authorize or take such action at a meeting shall be the act of the members. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each member entitled to vote on the action in one (1) or more counterparts, indicating each signing member's vote or abstention on the action and delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) The charter may provide that any action required or permitted by chapters 51-68 of this title to be taken at a members' meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth the action so taken are signed by the members having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all memberships entitled to vote on the action were present and voted. The written consent shall bear the date of signature of the member who signs the consent and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. (c) If not otherwise determined under § 48-57-103 or § 48-57-107 , the record date for determining members entitled to take such action without a meeting is the date the first member signs the consent under subsection (a). (d) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Unless the charter, bylaws or a resolution of the board of directors provides for a reasonable delay to permit tabulation of written consents, the action taken by written consent shall be effective when written consents signed by sufficient members to take the action are delivered to the corporation. (e) If chapters 51-68 of this title or the charter requires that notice of proposed action be given to nonvoting members and the action is to be taken by consent of the voting members, then the corporation must give its nonvoting members written notice of the proposed action at least ten (10) days before the action is taken. The notice must contain or be accompanied by the same material that under chapters 51-68 of this title would have been required to be sent to nonvoting members in a notice of meeting at which the proposed action would have been submitted to the members for action. (f) (1) If action is taken by less than unanimous written consent of the voting members, the corporation must give its nonconsenting voting members written notice of the action not more than ten (10) days after: (A) Written consents sufficient to take the action have been delivered to the corporation; or (B) Such later date that tabulation of consents is completed pursuant to an authorization under subsection (d). (2) The notice must reasonably describe the action taken and contain or be accompanied by the same material of this title, as would have been required to be sent to voting members in a notice of a meeting at which the action would have been submitted to the members for action. (g) The notice requirements in subsections (e) and (f) shall not delay the effectiveness of actions taken by written consent, and a failure to comply with such notice requirements shall not invalidate actions taken by written consent; provided, that this subsection (g) shall not be deemed to limit judicial power to fashion any appropriate remedy in favor of a member adversely affected by a failure to give such notice within the required time period. (h) An electronic transmission may be used to consent to an action, if the electronic transmission contains or is accompanied by information from which the corporation can determine the date on which the electronic transmission was signed and that the electronic transmission was authorized by the member, the member's agent or the member's attorney-in-fact. (i) Delivery of a written consent to the corporation under this section is delivery to the corporation's registered agent at its registered office or to the secretary of the corporation at its principal office (or to a designated mailing address such as a post office box if the United States Postal Service does not deliver to the corporation's principal office). Amended by 2014 Tenn. Acts, ch. 899,s 22, eff. 1/1/2015. Amended by 2014 Tenn. Acts, ch. 899,s 21, eff. 1/1/2015. Acts 1987, ch. 242, § 7.04.
(a) Action required or permitted by chapters 51-68 of this title to be taken at a meeting of members may be taken without a meeting if all members entitled to vote on the action consent in writing to taking such action without a meeting. If all members entitled to vote on the action consent in writing to taking such action without a meeting, the affirmative vote of the number of votes that would be necessary to authorize or take such action at a meeting shall be the act of the members. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each member entitled to vote on the action in one (1) or more counterparts, indicating each signing member's vote or abstention on the action and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) The charter may provide that any action required or permitted by chapters 51-68 of this title to be taken at a members' meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth the action so taken are signed by the members having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all memberships entitled to vote on the action were present and voted. The written consent shall bear the date of signature of the member who signs the consent and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(c) If not otherwise determined under § 48-57-103 or § 48-57-107 , the record date for determining members entitled to take such action without a meeting is the date the first member signs the consent under subsection (a).
(d) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Unless the charter, bylaws or a resolution of the board of directors provides for a reasonable delay to permit tabulation of written consents, the action taken by written consent shall be effective when written consents signed by sufficient members to take the action are delivered to the corporation.
(e) If chapters 51-68 of this title or the charter requires that notice of proposed action be given to nonvoting members and the action is to be taken by consent of the voting members, then the corporation must give its nonvoting members written notice of the proposed action at least ten (10) days before the action is taken. The notice must contain or be accompanied by the same material that under chapters 51-68 of this title would have been required to be sent to nonvoting members in a notice of meeting at which the proposed action would have been submitted to the members for action.
(f) (1) If action is taken by less than unanimous written consent of the voting members, the corporation must give its nonconsenting voting members written notice of the action not more than ten (10) days after: (A) Written consents sufficient to take the action have been delivered to the corporation; or (B) Such later date that tabulation of consents is completed pursuant to an authorization under subsection (d). (2) The notice must reasonably describe the action taken and contain or be accompanied by the same material of this title, as would have been required to be sent to voting members in a notice of a meeting at which the action would have been submitted to the members for action.
(1) If action is taken by less than unanimous written consent of the voting members, the corporation must give its nonconsenting voting members written notice of the action not more than ten (10) days after: (A) Written consents sufficient to take the action have been delivered to the corporation; or (B) Such later date that tabulation of consents is completed pursuant to an authorization under subsection (d).
(A) Written consents sufficient to take the action have been delivered to the corporation; or
(B) Such later date that tabulation of consents is completed pursuant to an authorization under subsection (d).
(2) The notice must reasonably describe the action taken and contain or be accompanied by the same material of this title, as would have been required to be sent to voting members in a notice of a meeting at which the action would have been submitted to the members for action.
(g) The notice requirements in subsections (e) and (f) shall not delay the effectiveness of actions taken by written consent, and a failure to comply with such notice requirements shall not invalidate actions taken by written consent; provided, that this subsection (g) shall not be deemed to limit judicial power to fashion any appropriate remedy in favor of a member adversely affected by a failure to give such notice within the required time period.
(h) An electronic transmission may be used to consent to an action, if the electronic transmission contains or is accompanied by information from which the corporation can determine the date on which the electronic transmission was signed and that the electronic transmission was authorized by the member, the member's agent or the member's attorney-in-fact.
(i) Delivery of a written consent to the corporation under this section is delivery to the corporation's registered agent at its registered office or to the secretary of the corporation at its principal office (or to a designated mailing address such as a post office box if the United States Postal Service does not deliver to the corporation's principal office).
Amended by 2014 Tenn. Acts, ch. 899,s 22, eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 21, eff. 1/1/2015.
Acts 1987, ch. 242, § 7.04.
Tenn. Code Ann. § 48-248-104 — TN Code / Title 48 / Chapter 248 / Section 48-248-104
Purposes
Status: in_force

(a) Except to the extent authorized by subsection (b), an LLC may elect professional LLC status under § 48-248-103 solely for the purpose of rendering professional services (including services ancillary to them) and solely within a single profession. (b) An LLC may elect professional LLC status under § 48-248-103(b) for the purpose of rendering professional services within two (2) or more professions, and for the purpose of engaging in any lawful business authorized by chapters 201-248 of this title, only if the combination of professional purposes or of professional and business purposes is specifically authorized by the licensing law of this state applicable to each profession in the combination. (c) Notwithstanding subsections (a) and (b), if an LLC is formed to provide professional services in states other than Tennessee, such LLC may elect professional LLC status under § 48-248-103 for the purpose of rendering professional service or services as permitted by the licensing boards of the states in which it will operate. Such PLLC shall, nevertheless, be required to file reports and other information as may be required by the applicable licensing boards of Tennessee to establish or confirm that the PLLC is not providing professional services in Tennessee. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 90.
(a) Except to the extent authorized by subsection (b), an LLC may elect professional LLC status under § 48-248-103 solely for the purpose of rendering professional services (including services ancillary to them) and solely within a single profession.
(b) An LLC may elect professional LLC status under § 48-248-103(b) for the purpose of rendering professional services within two (2) or more professions, and for the purpose of engaging in any lawful business authorized by chapters 201-248 of this title, only if the combination of professional purposes or of professional and business purposes is specifically authorized by the licensing law of this state applicable to each profession in the combination.
(c) Notwithstanding subsections (a) and (b), if an LLC is formed to provide professional services in states other than Tennessee, such LLC may elect professional LLC status under § 48-248-103 for the purpose of rendering professional service or services as permitted by the licensing boards of the states in which it will operate. Such PLLC shall, nevertheless, be required to file reports and other information as may be required by the applicable licensing boards of Tennessee to establish or confirm that the PLLC is not providing professional services in Tennessee.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 90.
Tenn. Code Ann. § 48-231-204 — TN Code / Title 48 / Chapter 231 / Section 48-231-204
Dissenters' notice
Status: in_force

(a) If proposed LLC action creating dissenters' rights under § 48-231-201 is authorized at a members' meeting, the LLC shall deliver a written dissenters' notice to all members who satisfied the requirements of § 48-231-203 . (b) The dissenters' notice must be sent no later than ten (10) days after the LLC action was authorized by the members or effectuated, whichever is the first to occur, and must: (1) State where the payment demand must be sent; (2) Supply a form for demanding payment that includes the date of the first announcement to news media or to members of the principal terms of the proposed LLC action and requires that the person asserting dissenters' rights certify whether or not the member acquired membership interest before that date; (3) Set a date by which the LLC must receive the payment demand, which date may not be fewer than one (1) nor more than two (2) months after the date required in subsection (a) is delivered; and (4) Be accompanied by a copy of this chapter, if the LLC has not previously sent a copy of this chapter to the member pursuant to § 48-231-202 . Acts 1994, ch. 868, § 1.
(a) If proposed LLC action creating dissenters' rights under § 48-231-201 is authorized at a members' meeting, the LLC shall deliver a written dissenters' notice to all members who satisfied the requirements of § 48-231-203 .
(b) The dissenters' notice must be sent no later than ten (10) days after the LLC action was authorized by the members or effectuated, whichever is the first to occur, and must: (1) State where the payment demand must be sent; (2) Supply a form for demanding payment that includes the date of the first announcement to news media or to members of the principal terms of the proposed LLC action and requires that the person asserting dissenters' rights certify whether or not the member acquired membership interest before that date; (3) Set a date by which the LLC must receive the payment demand, which date may not be fewer than one (1) nor more than two (2) months after the date required in subsection (a) is delivered; and (4) Be accompanied by a copy of this chapter, if the LLC has not previously sent a copy of this chapter to the member pursuant to § 48-231-202 .
(1) State where the payment demand must be sent;
(2) Supply a form for demanding payment that includes the date of the first announcement to news media or to members of the principal terms of the proposed LLC action and requires that the person asserting dissenters' rights certify whether or not the member acquired membership interest before that date;
(3) Set a date by which the LLC must receive the payment demand, which date may not be fewer than one (1) nor more than two (2) months after the date required in subsection (a) is delivered; and
(4) Be accompanied by a copy of this chapter, if the LLC has not previously sent a copy of this chapter to the member pursuant to § 48-231-202 .
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-101-507 — TN Code / Title 48 / Chapter 101 / Section 48-101-507
Professional solicitor - Registration - Qualifications - Bond - Fee - Reports
Status: in_force

(a) (1) No person shall act as a professional solicitor for any charitable organization, whether exempt from this part or not, unless such person has first registered with the secretary of state. Registration shall include the filing of a complete application, bond and filing fee. (2) No person who has been convicted within the past five (5) years for a violation of any provision of this part, and no person convicted of a felony in this or any other state, shall serve as an employee, member, officer or agent of any professional solicitor until such person's civil rights have been restored. The professional solicitor shall maintain during each solicitation campaign and for three (3) years after its completion the name and address of each employee, agent, or other person involved in the solicitation campaign. (3) Application for registration shall be in writing in the form prescribed by the secretary of state and contain such information as the secretary of state may require. A registration application that contains false, misleading, deceptive or incomplete information or document shall not be considered sufficient or complete. All registrations for professional solicitors shall expire on December 31 of the year for which they are issued. (4) Applications received after December 31 shall be assessed a late fee of twenty-five dollars ($25.00) for each month, or portion thereof, that the report is late filed. The late filing fee shall accompany every late-filed application. In addition to the late fee provided for herein, any organization which files a late application may also be subject to the imposition of civil penalties for violation of any portion of this section. (5) A bond in the sum of twenty-five thousand dollars ($25,000) shall be filed with the registration application and shall be approved by the secretary of state. The bond shall name the applicant as the principal obligor with one (1) or more sureties, satisfactory to the secretary of state, whose liability in the aggregate as such sureties will at least equal that sum. It shall be payable to the State of Tennessee for the use of the secretary of state and any person who may have a cause of action against the obligor of the bond for any violations under this part or for any losses resulting from malfeasance, nonfeasance or misfeasance in the conduct of solicitation activities. An individual, partnership or corporation, which is a professional solicitor, may file a consolidated bond on behalf of all its members, officers and employees. The bond shall continue in effect so long as a registration is in effect. (6) The annual registration fee for every person who is a professional solicitor shall be two hundred fifty dollars ($250). (7) Notwithstanding subdivision (a)(4), for the period of July 1, 2024, through June 30, 2025, the fee referenced in subdivision (a)(4) is ten dollars ($10.00) rather than twenty-five dollars ($25.00). (8) Notwithstanding subdivision (a)(6), for the period of July 1, 2024, through June 30, 2025, the fee referenced in subdivision (a)(6) is ten dollars ($10.00) rather than two hundred fifty dollars ($250). (b) (1) A professional solicitor shall file a financial report for a solicitation campaign with the secretary of state within ninety (90) days after a solicitation campaign has been completed or within ninety (90) days after the end of the fiscal year end of any campaign which lasts for more than one (1) year. The financial report shall include gross revenue and an itemization of all expenditures from those funds. The report shall be completed on a form prescribed by the secretary of state and signed by an authorized official of the professional solicitor and two (2) authorized officials of the charitable organization, who shall certify that such report is true and complete to the best of their knowledge. The financial report shall be audited by an independent certified public accountant in accordance with generally accepted auditing standards or regulations which may be issued by the secretary of state. If the solicitation campaign which is conducted by a professional solicitor is one conducted nationally or regionally and is not confined only to this state, the financial information required to be filed pursuant to this subsection (b) shall be inclusive of the national or regional campaign. Each charitable organization shall make available to its professional solicitor any necessary fiscal or other records needed to enable the professional solicitor to comply with this subsection (b). (2) Financial reports for solicitation campaigns shall be assessed a late fee of twenty-five dollars ($25.00) for each month, or portion thereof, that the report is late filed. The late filing fee shall accompany every late-filed campaign report. In addition to the late fee provided for herein, any person who files a late financial report may also be subject to the imposition of civil penalties for violation of any portion of this section. (3) A professional solicitor who, by contractual agreement with a charitable organization, does not receive donations on behalf of a charitable organization, does not have access to the funds raised and does not make deposits to and does not have signature authority with, or any other authority over, a charitable organization's bank accounts, shall not be required to file an audited financial statement as set forth in subdivision (b)(1). In lieu of the audited financial statement, the professional solicitor shall be required to file with the secretary of state, on a form approved by the secretary of state, a financial report which provides an itemization of expenses, costs, reimbursements and fees the charitable organization is charged for each solicitation campaign performed. The form shall be due within ninety (90) days after the completion of any campaign or within ninety (90) days after the end of the fiscal year of any campaign which lasts longer than one (1) year. The report must be signed by an authorized official of the professional solicitor and two (2) authorized officials of the charitable organization, who shall certify that such report is true and complete to the best of their knowledge. Financial reports must be assessed a late fee of twenty-five dollars ($25.00) for each month, or portion thereof, that the financial report is late filed. The late filing fee must accompany every late filed financial report. In addition to the late fee provided for herein, a person who files a late financial report may also be subject to the imposition of civil penalties for violating this section. (4) Notwithstanding subdivision (b)(2), for the period of July 1, 2024, through June 30, 2025, the fee referenced in subsection (b)(2) is ten dollars ($10.00) rather than twenty-five dollars ($25.00). (5) Notwithstanding subdivision (b)(3), for the period of July 1, 2024, through June 30, 2025, the fee referenced in subsection (b)(3) is ten dollars ($10.00) rather than twenty-five dollars ($25.00). Amended by 2024 Tenn. Acts, ch. 615,s 7, eff. 7/1/2024. Amended by 2024 Tenn. Acts, ch. 615,s 11, eff. 7/1/2024. Amended by 2024 Tenn. Acts, ch. 615,s 10, eff. 7/1/2024. Amended by 2024 Tenn. Acts, ch. 615,s 9, eff. 7/1/2024. Amended by 2024 Tenn. Acts, ch. 615,s 8, eff. 7/1/2024. Amended by 2024 Tenn. Acts, ch. 533,s 22, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 21, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2023 Tenn. Acts, ch. 231, s 9, eff. 7/1/2023. Amended by 2023 Tenn. Acts, ch. 231, s 8, eff. 7/1/2023. Amended by 2023 Tenn. Acts, ch. 231, s 7, eff. 7/1/2023. Amended by 2022 Tenn. Acts, ch. 867, Secs.s 8, s 9 eff. 7/1/2022. Amended by 2022 Tenn. Acts, ch. 867, s 7, eff. 7/1/2022. Amended by 2022 Tenn. Acts, ch. 773, s 9, eff. 4/8/2022. Amended by 2021 Tenn. Acts, ch. 295, Secs.s 10, s 11 eff. 7/1/2021. Amended by 2021 Tenn. Acts, ch. 295, s 9, eff. 7/1/2021. Amended by 2017 Tenn. Acts, ch. 146, Secs.s 5, s 6 eff. 4/17/2017. Amended by 2014 Tenn. Acts, ch. 630, s 4, eff. 7/1/2014. Amended by 2014 Tenn. Acts, ch. 630, s 3, eff. 7/1/2014. Acts 1976, ch. 735, § 7; T.C.A., § 48-2207; Acts 1989, ch. 285, §§ 12-17; 1991, ch. 299, §§ 4-7; 1993, ch. 252, §§ 2, 3; 1994, ch. 667, §§ 19-24; T.C.A., § 48-3-507; Acts 1997 , ch. 227, §§ 4-11; 2001, ch. 97, §§ 2 - 4; 2007 , ch. 523, §§ 17-23, 38.
(a) (1) No person shall act as a professional solicitor for any charitable organization, whether exempt from this part or not, unless such person has first registered with the secretary of state. Registration shall include the filing of a complete application, bond and filing fee. (2) No person who has been convicted within the past five (5) years for a violation of any provision of this part, and no person convicted of a felony in this or any other state, shall serve as an employee, member, officer or agent of any professional solicitor until such person's civil rights have been restored. The professional solicitor shall maintain during each solicitation campaign and for three (3) years after its completion the name and address of each employee, agent, or other person involved in the solicitation campaign. (3) Application for registration shall be in writing in the form prescribed by the secretary of state and contain such information as the secretary of state may require. A registration application that contains false, misleading, deceptive or incomplete information or document shall not be considered sufficient or complete. All registrations for professional solicitors shall expire on December 31 of the year for which they are issued. (4) Applications received after December 31 shall be assessed a late fee of twenty-five dollars ($25.00) for each month, or portion thereof, that the report is late filed. The late filing fee shall accompany every late-filed application. In addition to the late fee provided for herein, any organization which files a late application may also be subject to the imposition of civil penalties for violation of any portion of this section. (5) A bond in the sum of twenty-five thousand dollars ($25,000) shall be filed with the registration application and shall be approved by the secretary of state. The bond shall name the applicant as the principal obligor with one (1) or more sureties, satisfactory to the secretary of state, whose liability in the aggregate as such sureties will at least equal that sum. It shall be payable to the State of Tennessee for the use of the secretary of state and any person who may have a cause of action against the obligor of the bond for any violations under this part or for any losses resulting from malfeasance, nonfeasance or misfeasance in the conduct of solicitation activities. An individual, partnership or corporation, which is a professional solicitor, may file a consolidated bond on behalf of all its members, officers and employees. The bond shall continue in effect so long as a registration is in effect. (6) The annual registration fee for every person who is a professional solicitor shall be two hundred fifty dollars ($250). (7) Notwithstanding subdivision (a)(4), for the period of July 1, 2024, through June 30, 2025, the fee referenced in subdivision (a)(4) is ten dollars ($10.00) rather than twenty-five dollars ($25.00). (8) Notwithstanding subdivision (a)(6), for the period of July 1, 2024, through June 30, 2025, the fee referenced in subdivision (a)(6) is ten dollars ($10.00) rather than two hundred fifty dollars ($250).
(1) No person shall act as a professional solicitor for any charitable organization, whether exempt from this part or not, unless such person has first registered with the secretary of state. Registration shall include the filing of a complete application, bond and filing fee.
(2) No person who has been convicted within the past five (5) years for a violation of any provision of this part, and no person convicted of a felony in this or any other state, shall serve as an employee, member, officer or agent of any professional solicitor until such person's civil rights have been restored. The professional solicitor shall maintain during each solicitation campaign and for three (3) years after its completion the name and address of each employee, agent, or other person involved in the solicitation campaign.
(3) Application for registration shall be in writing in the form prescribed by the secretary of state and contain such information as the secretary of state may require. A registration application that contains false, misleading, deceptive or incomplete information or document shall not be considered sufficient or complete. All registrations for professional solicitors shall expire on December 31 of the year for which they are issued.
(4) Applications received after December 31 shall be assessed a late fee of twenty-five dollars ($25.00) for each month, or portion thereof, that the report is late filed. The late filing fee shall accompany every late-filed application. In addition to the late fee provided for herein, any organization which files a late application may also be subject to the imposition of civil penalties for violation of any portion of this section.
(5) A bond in the sum of twenty-five thousand dollars ($25,000) shall be filed with the registration application and shall be approved by the secretary of state. The bond shall name the applicant as the principal obligor with one (1) or more sureties, satisfactory to the secretary of state, whose liability in the aggregate as such sureties will at least equal that sum. It shall be payable to the State of Tennessee for the use of the secretary of state and any person who may have a cause of action against the obligor of the bond for any violations under this part or for any losses resulting from malfeasance, nonfeasance or misfeasance in the conduct of solicitation activities. An individual, partnership or corporation, which is a professional solicitor, may file a consolidated bond on behalf of all its members, officers and employees. The bond shall continue in effect so long as a registration is in effect.
(6) The annual registration fee for every person who is a professional solicitor shall be two hundred fifty dollars ($250).
(7) Notwithstanding subdivision (a)(4), for the period of July 1, 2024, through June 30, 2025, the fee referenced in subdivision (a)(4) is ten dollars ($10.00) rather than twenty-five dollars ($25.00).
(8) Notwithstanding subdivision (a)(6), for the period of July 1, 2024, through June 30, 2025, the fee referenced in subdivision (a)(6) is ten dollars ($10.00) rather than two hundred fifty dollars ($250).
(b) (1) A professional solicitor shall file a financial report for a solicitation campaign with the secretary of state within ninety (90) days after a solicitation campaign has been completed or within ninety (90) days after the end of the fiscal year end of any campaign which lasts for more than one (1) year. The financial report shall include gross revenue and an itemization of all expenditures from those funds. The report shall be completed on a form prescribed by the secretary of state and signed by an authorized official of the professional solicitor and two (2) authorized officials of the charitable organization, who shall certify that such report is true and complete to the best of their knowledge. The financial report shall be audited by an independent certified public accountant in accordance with generally accepted auditing standards or regulations which may be issued by the secretary of state. If the solicitation campaign which is conducted by a professional solicitor is one conducted nationally or regionally and is not confined only to this state, the financial information required to be filed pursuant to this subsection (b) shall be inclusive of the national or regional campaign. Each charitable organization shall make available to its professional solicitor any necessary fiscal or other records needed to enable the professional solicitor to comply with this subsection (b). (2) Financial reports for solicitation campaigns shall be assessed a late fee of twenty-five dollars ($25.00) for each month, or portion thereof, that the report is late filed. The late filing fee shall accompany every late-filed campaign report. In addition to the late fee provided for herein, any person who files a late financial report may also be subject to the imposition of civil penalties for violation of any portion of this section. (3) A professional solicitor who, by contractual agreement with a charitable organization, does not receive donations on behalf of a charitable organization, does not have access to the funds raised and does not make deposits to and does not have signature authority with, or any other authority over, a charitable organization's bank accounts, shall not be required to file an audited financial statement as set forth in subdivision (b)(1). In lieu of the audited financial statement, the professional solicitor shall be required to file with the secretary of state, on a form approved by the secretary of state, a financial report which provides an itemization of expenses, costs, reimbursements and fees the charitable organization is charged for each solicitation campaign performed. The form shall be due within ninety (90) days after the completion of any campaign or within ninety (90) days after the end of the fiscal year of any campaign which lasts longer than one (1) year. The report must be signed by an authorized official of the professional solicitor and two (2) authorized officials of the charitable organization, who shall certify that such report is true and complete to the best of their knowledge. Financial reports must be assessed a late fee of twenty-five dollars ($25.00) for each month, or portion thereof, that the financial report is late filed. The late filing fee must accompany every late filed financial report. In addition to the late fee provided for herein, a person who files a late financial report may also be subject to the imposition of civil penalties for violating this section. (4) Notwithstanding subdivision (b)(2), for the period of July 1, 2024, through June 30, 2025, the fee referenced in subsection (b)(2) is ten dollars ($10.00) rather than twenty-five dollars ($25.00). (5) Notwithstanding subdivision (b)(3), for the period of July 1, 2024, through June 30, 2025, the fee referenced in subsection (b)(3) is ten dollars ($10.00) rather than twenty-five dollars ($25.00).
(1) A professional solicitor shall file a financial report for a solicitation campaign with the secretary of state within ninety (90) days after a solicitation campaign has been completed or within ninety (90) days after the end of the fiscal year end of any campaign which lasts for more than one (1) year. The financial report shall include gross revenue and an itemization of all expenditures from those funds. The report shall be completed on a form prescribed by the secretary of state and signed by an authorized official of the professional solicitor and two (2) authorized officials of the charitable organization, who shall certify that such report is true and complete to the best of their knowledge. The financial report shall be audited by an independent certified public accountant in accordance with generally accepted auditing standards or regulations which may be issued by the secretary of state. If the solicitation campaign which is conducted by a professional solicitor is one conducted nationally or regionally and is not confined only to this state, the financial information required to be filed pursuant to this subsection (b) shall be inclusive of the national or regional campaign. Each charitable organization shall make available to its professional solicitor any necessary fiscal or other records needed to enable the professional solicitor to comply with this subsection (b).
(2) Financial reports for solicitation campaigns shall be assessed a late fee of twenty-five dollars ($25.00) for each month, or portion thereof, that the report is late filed. The late filing fee shall accompany every late-filed campaign report. In addition to the late fee provided for herein, any person who files a late financial report may also be subject to the imposition of civil penalties for violation of any portion of this section.
(3) A professional solicitor who, by contractual agreement with a charitable organization, does not receive donations on behalf of a charitable organization, does not have access to the funds raised and does not make deposits to and does not have signature authority with, or any other authority over, a charitable organization's bank accounts, shall not be required to file an audited financial statement as set forth in subdivision (b)(1). In lieu of the audited financial statement, the professional solicitor shall be required to file with the secretary of state, on a form approved by the secretary of state, a financial report which provides an itemization of expenses, costs, reimbursements and fees the charitable organization is charged for each solicitation campaign performed. The form shall be due within ninety (90) days after the completion of any campaign or within ninety (90) days after the end of the fiscal year of any campaign which lasts longer than one (1) year. The report must be signed by an authorized official of the professional solicitor and two (2) authorized officials of the charitable organization, who shall certify that such report is true and complete to the best of their knowledge. Financial reports must be assessed a late fee of twenty-five dollars ($25.00) for each month, or portion thereof, that the financial report is late filed. The late filing fee must accompany every late filed financial report. In addition to the late fee provided for herein, a person who files a late financial report may also be subject to the imposition of civil penalties for violating this section.
(4) Notwithstanding subdivision (b)(2), for the period of July 1, 2024, through June 30, 2025, the fee referenced in subsection (b)(2) is ten dollars ($10.00) rather than twenty-five dollars ($25.00).
(5) Notwithstanding subdivision (b)(3), for the period of July 1, 2024, through June 30, 2025, the fee referenced in subsection (b)(3) is ten dollars ($10.00) rather than twenty-five dollars ($25.00).
Amended by 2024 Tenn. Acts, ch. 615,s 7, eff. 7/1/2024.
Amended by 2024 Tenn. Acts, ch. 615,s 11, eff. 7/1/2024.
Amended by 2024 Tenn. Acts, ch. 615,s 10, eff. 7/1/2024.
Amended by 2024 Tenn. Acts, ch. 615,s 9, eff. 7/1/2024.
Amended by 2024 Tenn. Acts, ch. 615,s 8, eff. 7/1/2024.
Amended by 2024 Tenn. Acts, ch. 533,s 22, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 21, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2023 Tenn. Acts, ch. 231, s 9, eff. 7/1/2023.
Amended by 2023 Tenn. Acts, ch. 231, s 8, eff. 7/1/2023.
Amended by 2023 Tenn. Acts, ch. 231, s 7, eff. 7/1/2023.
Amended by 2022 Tenn. Acts, ch. 867, Secs.s 8, s 9 eff. 7/1/2022.
Amended by 2022 Tenn. Acts, ch. 867, s 7, eff. 7/1/2022.
Amended by 2022 Tenn. Acts, ch. 773, s 9, eff. 4/8/2022.
Amended by 2021 Tenn. Acts, ch. 295, Secs.s 10, s 11 eff. 7/1/2021.
Amended by 2021 Tenn. Acts, ch. 295, s 9, eff. 7/1/2021.
Amended by 2017 Tenn. Acts, ch. 146, Secs.s 5, s 6 eff. 4/17/2017.
Amended by 2014 Tenn. Acts, ch. 630, s 4, eff. 7/1/2014.
Amended by 2014 Tenn. Acts, ch. 630, s 3, eff. 7/1/2014.
Acts 1976, ch. 735, § 7; T.C.A., § 48-2207; Acts 1989, ch. 285, §§ 12-17; 1991, ch. 299, §§ 4-7; 1993, ch. 252, §§ 2, 3; 1994, ch. 667, §§ 19-24; T.C.A., § 48-3-507; Acts 1997 , ch. 227, §§ 4-11; 2001, ch. 97, §§ 2 - 4; 2007 , ch. 523, §§ 17-23, 38.
Tenn. Code Ann. § 48-23-202 — TN Code / Title 48 / Chapter 23 / Section 48-23-202
Notice of intent to demand payment
Status: in_force

(a) If a corporate action specified in § 48-23-102(a) is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights with respect to shares for which dissenters' rights may be asserted under this chapter: (1) Must deliver to the corporation, before the vote is taken, written notice of the shareholder's intent to demand payment if the proposed action is effectuated; and (2) Must not vote, or cause or permit to be voted, any such shares in favor of the proposed action. (b) If a corporate action specified in § 48-23-102(a) is to be approved by less than unanimous written consent, a shareholder who wishes to assert dissenters' rights with respect to shares for which dissenters' rights may be asserted under this chapter must not sign a consent in favor of the proposed action with respect to such shares. (c) A shareholder who fails to satisfy the requirements of subsection (a) or subsection (b) is not entitled to payment under this chapter. Acts 1986, ch. 887, § 13.21; 2012, ch. 1051, § 46.
(a) If a corporate action specified in § 48-23-102(a) is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights with respect to shares for which dissenters' rights may be asserted under this chapter: (1) Must deliver to the corporation, before the vote is taken, written notice of the shareholder's intent to demand payment if the proposed action is effectuated; and (2) Must not vote, or cause or permit to be voted, any such shares in favor of the proposed action.
(1) Must deliver to the corporation, before the vote is taken, written notice of the shareholder's intent to demand payment if the proposed action is effectuated; and
(2) Must not vote, or cause or permit to be voted, any such shares in favor of the proposed action.
(b) If a corporate action specified in § 48-23-102(a) is to be approved by less than unanimous written consent, a shareholder who wishes to assert dissenters' rights with respect to shares for which dissenters' rights may be asserted under this chapter must not sign a consent in favor of the proposed action with respect to such shares.
(c) A shareholder who fails to satisfy the requirements of subsection (a) or subsection (b) is not entitled to payment under this chapter.
Acts 1986, ch. 887, § 13.21; 2012, ch. 1051, § 46.