Tenn. Code Ann. § 48-101-311 — TN Code / Title 48 / Chapter 101 / Section 48-101-311
Security for bonds
Status: in_force

(a) The principal of and interest on any bonds issued by the corporation shall be secured by a pledge of the revenues and receipts out of which the same shall be made payable, and may be secured by a mortgage or deed of trust covering all or any part of the projects from which the revenues or receipts so pledged may be derived, including any enlargements of and additions to any such projects thereafter made, and by an assignment and pledge of all or any part of the corporation's interest in and rights under the leases, sale contracts or loan agreements relating to such projects, or any thereof. (b) The resolution under which the bonds are authorized to be issued and any such mortgage or deed of trust may contain any agreements and provisions respecting the maintenance of the projects covered thereby; the fixing and collection of rents or payments with respect to any projects or portions thereof covered by such resolution, mortgage or deed of trust, the creation and maintenance of special funds from such revenues and from the proceeds of such bonds, and the rights and remedies available in the event of default, all as the board of directors shall deem advisable and not in conflict with this part. (c) Each pledge, agreement, mortgage and deed of trust made for the benefit or security of any of the bonds of the corporation shall continue effective until the principal of and interest on the bonds for the benefit of which the same were made shall have been fully paid. In the event of default in such payment or in any agreement of the corporation made as a part of the contract under which the bonds were issued, whether contained in the proceedings authorizing the bonds or in any mortgage and deed of trust executed as security therefor, the payment or agreement may be enforced by suit, mandamus, the appointment of a receiver in equity or by foreclosure of any such mortgage and deed of trust, or any one (1) or more of these remedies. Acts 1969, ch. 333, § 10; 1976, ch. 514, § 5; T.C.A., §§ 48-1910, 48-3-311.
(a) The principal of and interest on any bonds issued by the corporation shall be secured by a pledge of the revenues and receipts out of which the same shall be made payable, and may be secured by a mortgage or deed of trust covering all or any part of the projects from which the revenues or receipts so pledged may be derived, including any enlargements of and additions to any such projects thereafter made, and by an assignment and pledge of all or any part of the corporation's interest in and rights under the leases, sale contracts or loan agreements relating to such projects, or any thereof.
(b) The resolution under which the bonds are authorized to be issued and any such mortgage or deed of trust may contain any agreements and provisions respecting the maintenance of the projects covered thereby; the fixing and collection of rents or payments with respect to any projects or portions thereof covered by such resolution, mortgage or deed of trust, the creation and maintenance of special funds from such revenues and from the proceeds of such bonds, and the rights and remedies available in the event of default, all as the board of directors shall deem advisable and not in conflict with this part.
(c) Each pledge, agreement, mortgage and deed of trust made for the benefit or security of any of the bonds of the corporation shall continue effective until the principal of and interest on the bonds for the benefit of which the same were made shall have been fully paid. In the event of default in such payment or in any agreement of the corporation made as a part of the contract under which the bonds were issued, whether contained in the proceedings authorizing the bonds or in any mortgage and deed of trust executed as security therefor, the payment or agreement may be enforced by suit, mandamus, the appointment of a receiver in equity or by foreclosure of any such mortgage and deed of trust, or any one (1) or more of these remedies.
Acts 1969, ch. 333, § 10; 1976, ch. 514, § 5; T.C.A., §§ 48-1910, 48-3-311.
Tenn. Code Ann. § 48-247-201 — TN Code / Title 48 / Chapter 247 / Section 48-247-201
Powers
Status: in_force

The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by chapters 201-248 of this title, including, without limitation, the power to promulgate necessary and appropriate rules and regulations consistent with chapters 201-248 of this title, and the power to destroy any records in the secretary of state's office concerning a domestic or foreign LLC ten (10) years after such LLC has dissolved, withdrawn from the state, or has had its certificate of authority revoked. Acts 1994, ch. 868, § 1.
The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by chapters 201-248 of this title, including, without limitation, the power to promulgate necessary and appropriate rules and regulations consistent with chapters 201-248 of this title, and the power to destroy any records in the secretary of state's office concerning a domestic or foreign LLC ten (10) years after such LLC has dissolved, withdrawn from the state, or has had its certificate of authority revoked.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-103-113 — TN Code / Title 48 / Chapter 103 / Section 48-103-113
Applicability of part
Status: in_force

(a) This part does not apply to "state banks" as defined in § 45-1-103 , to "savings and loan associations," as defined by § 45-3-104 , or to "public utilities," as defined by § 65-4-101 . (b) If the offeree company is a domestic insurance company whose takeover is subject to title 56, chapter 10, part 2, this part shall not apply and title 56, chapter 10, part 2 shall control. For purposes of this section, "domestic insurance company" has the meaning as that set forth in § 56-10-201 . (c) This part shall not apply to public utilities, public utility holding companies, national banking associations, bank holding companies or savings and loan associations subject to regulation by a federal agency. (d) This part shall not apply to any offer involving a vote by holders of equity securities of the offeree company, pursuant to its charter or articles of incorporation or the applicable corporation statute, on a merger, consolidation or sale of corporate assets in consideration of the issuance of securities of another corporation, or on a sale of its securities in exchange for cash or securities of another corporation. Acts 1976, ch. 536, § 2; impl. am. Acts 1978, ch. 708, §§ 1.04, 5.25, 6.01; 1979, ch. 315, § 1; T.C.A., §§ 48-2114, 48-5-114, 48-35-113.
(a) This part does not apply to "state banks" as defined in § 45-1-103 , to "savings and loan associations," as defined by § 45-3-104 , or to "public utilities," as defined by § 65-4-101 .
(b) If the offeree company is a domestic insurance company whose takeover is subject to title 56, chapter 10, part 2, this part shall not apply and title 56, chapter 10, part 2 shall control. For purposes of this section, "domestic insurance company" has the meaning as that set forth in § 56-10-201 .
(c) This part shall not apply to public utilities, public utility holding companies, national banking associations, bank holding companies or savings and loan associations subject to regulation by a federal agency.
(d) This part shall not apply to any offer involving a vote by holders of equity securities of the offeree company, pursuant to its charter or articles of incorporation or the applicable corporation statute, on a merger, consolidation or sale of corporate assets in consideration of the issuance of securities of another corporation, or on a sale of its securities in exchange for cash or securities of another corporation.
Acts 1976, ch. 536, § 2; impl. am. Acts 1978, ch. 708, §§ 1.04, 5.25, 6.01; 1979, ch. 315, § 1; T.C.A., §§ 48-2114, 48-5-114, 48-35-113.
Tenn. Code Ann. § 48-21-111 — TN Code / Title 48 / Chapter 21 / Section 48-21-111
Action on a plan of entity conversion
Status: in_force

In the case of an entity conversion of a domestic business corporation to a domestic or foreign unincorporated entity: (1) The plan of entity conversion must be adopted by the board of directors; (2) After adopting the plan of entity conversion, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the shareholders the basis for that determination; (3) The board of directors may condition its submission of the plan of entity conversion to the shareholders on any basis; (4) If the approval of the shareholders is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan of entity conversion is to be submitted for approval. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the organic documents as they will be in effect immediately after the entity conversion; (5) Unless chapters 11-27 of this title, the charter, or the board of directors acting pursuant to subdivision (3) requires a greater vote or a vote by voting groups, the plan of conversion to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group; (6) If any provision of the charter, bylaws or an agreement to which any of the directors or shareholders are parties, adopted or entered into 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 subsequently amended; and (7) If as a result of the conversion one (1) or more shareholders of the corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of conversion shall require the execution, by each such shareholder, of a separate written consent to become subject to such owner liability. Acts 2000, ch. 623, § 1; 2006, ch. 620, §§ 60 - 62; 2012, ch. 1051, § 39.
In the case of an entity conversion of a domestic business corporation to a domestic or foreign unincorporated entity:
(1) The plan of entity conversion must be adopted by the board of directors;
(2) After adopting the plan of entity conversion, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the shareholders the basis for that determination;
(3) The board of directors may condition its submission of the plan of entity conversion to the shareholders on any basis;
(4) If the approval of the shareholders is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan of entity conversion is to be submitted for approval. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the organic documents as they will be in effect immediately after the entity conversion;
(5) Unless chapters 11-27 of this title, the charter, or the board of directors acting pursuant to subdivision (3) requires a greater vote or a vote by voting groups, the plan of conversion to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group;
(6) If any provision of the charter, bylaws or an agreement to which any of the directors or shareholders are parties, adopted or entered into 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 subsequently amended; and
(7) If as a result of the conversion one (1) or more shareholders of the corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of conversion shall require the execution, by each such shareholder, of a separate written consent to become subject to such owner liability.
Acts 2000, ch. 623, § 1; 2006, ch. 620, §§ 60 - 62; 2012, ch. 1051, § 39.
Tenn. Code Ann. § 48-224-105 — TN Code / Title 48 / Chapter 224 / Section 48-224-105
Miscellaneous voting
Status: in_force

(a) Membership Interests Held by Subsidiary. Membership interests of an LLC reflected in the required records as being owned by a subsidiary of the LLC are not entitled to vote on any matter and are excluded from the calculation of membership interests for all purposes related to voting or the existence of a quorum. (b) Redeemable Interests after Notice of Redemption. Redeemable membership interests are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the interests has been deposited with the bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the membership interests, and no such membership interests shall be counted in determining the total number of outstanding membership interests of the LLC at any given time or within any class, series or voting group. Acts 1994, ch. 868, § 1.
(a) Membership Interests Held by Subsidiary. Membership interests of an LLC reflected in the required records as being owned by a subsidiary of the LLC are not entitled to vote on any matter and are excluded from the calculation of membership interests for all purposes related to voting or the existence of a quorum.
(b) Redeemable Interests after Notice of Redemption. Redeemable membership interests are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the interests has been deposited with the bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the membership interests, and no such membership interests shall be counted in determining the total number of outstanding membership interests of the LLC at any given time or within any class, series or voting group.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-57-208 — TN Code / Title 48 / Chapter 57 / Section 48-57-208
Corporation's acceptance of votes
Status: in_force

(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member. (b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if: (1) The member is an entity and the name signed purports to be that of an officer or agent of the entity; (2) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (3) The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (4) The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment; or (5) Two (2) or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the coholders and the person signing appears to be acting on behalf of all the coholders. (c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis for doubt about the validity of the signature or about the signatory's authority to sign for the member. (d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection. (e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. (f) The grounds for acceptance of votes set out in subsection (b) do not constitute the exclusive basis on which a corporation may accept votes. Acts 1987, ch. 242, § 7.27.
(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.
(b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if: (1) The member is an entity and the name signed purports to be that of an officer or agent of the entity; (2) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (3) The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (4) The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment; or (5) Two (2) or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the coholders and the person signing appears to be acting on behalf of all the coholders.
(1) The member is an entity and the name signed purports to be that of an officer or agent of the entity;
(2) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(3) The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(4) The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment; or
(5) Two (2) or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the coholders and the person signing appears to be acting on behalf of all the coholders.
(c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis for doubt about the validity of the signature or about the signatory's authority to sign for the member.
(d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.
(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
(f) The grounds for acceptance of votes set out in subsection (b) do not constitute the exclusive basis on which a corporation may accept votes.
Acts 1987, ch. 242, § 7.27.
Tenn. Code Ann. § 48-64-302 — TN Code / Title 48 / Chapter 64 / Section 48-64-302
Procedure for judicial dissolution
Status: in_force

(a) Venue for a proceeding by the attorney general and reporter to dissolve a corporation lies in Davidson County. Venue for a proceeding brought by any other party named in § 48-64-301 lies in the county where a corporation's principal office (or, if none in this state, its registered office) is or was last located. (b) It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually. (c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held. (d) A person other than the attorney general and reporter who brings an involuntary dissolution proceeding for a public benefit corporation shall forthwith give written notice of the proceeding to the attorney general and reporter who may intervene. Acts 1987, ch. 242, § 14.31.
(a) Venue for a proceeding by the attorney general and reporter to dissolve a corporation lies in Davidson County. Venue for a proceeding brought by any other party named in § 48-64-301 lies in the county where a corporation's principal office (or, if none in this state, its registered office) is or was last located.
(b) It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.
(d) A person other than the attorney general and reporter who brings an involuntary dissolution proceeding for a public benefit corporation shall forthwith give written notice of the proceeding to the attorney general and reporter who may intervene.
Acts 1987, ch. 242, § 14.31.
Tenn. Code Ann. § 48-248-601 — TN Code / Title 48 / Chapter 248 / Section 48-248-601
Delivery of articles to licensing authority
Status: in_force

A domestic or foreign PLLC may not render professional services in this state until it delivers a certified copy of its articles (or equivalent) and, if a foreign PLLC, a certified copy of its certificate of authority to transact business in this state to each licensing authority with jurisdiction over a professional service described in the articles. Acts 1994, ch. 868, § 1.
A domestic or foreign PLLC may not render professional services in this state until it delivers a certified copy of its articles (or equivalent) and, if a foreign PLLC, a certified copy of its certificate of authority to transact business in this state to each licensing authority with jurisdiction over a professional service described in the articles.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-101-204 — TN Code / Title 48 / Chapter 101 / Section 48-101-204
Filing of trust instrument
Status: in_force

Any Massachusetts trust desiring to do business in this state shall file with the secretary of state a verified copy of the trust instrument creating such trust and any amendment thereto, the assumed business name, if any, and the names and addresses of its trustees; it shall also file true copies of the foregoing with the county register in the county in which it has its principal place of business in this state, and also in any county in which it owns any real property. Acts 1961, ch. 247, § 4; T.C.A., §§ 48-1804, 48-3-204.
Any Massachusetts trust desiring to do business in this state shall file with the secretary of state a verified copy of the trust instrument creating such trust and any amendment thereto, the assumed business name, if any, and the names and addresses of its trustees; it shall also file true copies of the foregoing with the county register in the county in which it has its principal place of business in this state, and also in any county in which it owns any real property.
Acts 1961, ch. 247, § 4; T.C.A., §§ 48-1804, 48-3-204.
Tenn. Code Ann. § 48-247-107 — TN Code / Title 48 / Chapter 247 / Section 48-247-107
Evidentiary effect of copy of filed document
Status: in_force

A certificate attached or certification affixed to a copy of a document filed by the secretary of state, bearing the secretary of state's signature (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state. Acts 1994, ch. 868, § 1.
A certificate attached or certification affixed to a copy of a document filed by the secretary of state, bearing the secretary of state's signature (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-21-106 — TN Code / Title 48 / Chapter 21 / Section 48-21-106
Abandonment of merger
Status: in_force

(a) After a plan of merger or share exchange has been adopted and approved as required by chapters 11-27 of this title, and at any time before the merger or share exchange has become effective, the merger or share exchange may be abandoned (subject to any contractual rights) by any corporation or other entity that is a party to the merger or share exchange, without action by the shareholders or interest holders of such party, in accordance with the procedures set forth in the plan of merger or share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors of such corporation or the managers of such other entity. (b) If the merger or share exchange is abandoned after articles of merger or share exchange have been filed with the secretary of state but before the merger or share exchange has become effective, a statement, executed on behalf of each party to the merger or share exchange by an officer or other duly authorized representative, stating that the merger or share exchange has been abandoned in accordance with the plan and this section, shall be filed with the secretary of state prior to the effectiveness of the merger or share exchange. (c) The secretary of state shall, when all fees have been paid as required by law: (1) Endorse on the original and each copy the word "filed" and the month, day, and year of the filing thereof; (2) File the original in the office of the secretary of state; and (3) Issue a certificate of abandonment to each party to the merger or share exchange. (d) Upon the filing of such statement by the secretary of state, the merger or share exchange shall be deemed abandoned and shall not become effective. Acts 1994, ch. 776, § 40; 1999, ch. 361, §§ 1, 2; 2012, ch. 1051, § 39.
(a) After a plan of merger or share exchange has been adopted and approved as required by chapters 11-27 of this title, and at any time before the merger or share exchange has become effective, the merger or share exchange may be abandoned (subject to any contractual rights) by any corporation or other entity that is a party to the merger or share exchange, without action by the shareholders or interest holders of such party, in accordance with the procedures set forth in the plan of merger or share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors of such corporation or the managers of such other entity.
(b) If the merger or share exchange is abandoned after articles of merger or share exchange have been filed with the secretary of state but before the merger or share exchange has become effective, a statement, executed on behalf of each party to the merger or share exchange by an officer or other duly authorized representative, stating that the merger or share exchange has been abandoned in accordance with the plan and this section, shall be filed with the secretary of state prior to the effectiveness of the merger or share exchange.
(c) The secretary of state shall, when all fees have been paid as required by law: (1) Endorse on the original and each copy the word "filed" and the month, day, and year of the filing thereof; (2) File the original in the office of the secretary of state; and (3) Issue a certificate of abandonment to each party to the merger or share exchange.
(1) Endorse on the original and each copy the word "filed" and the month, day, and year of the filing thereof;
(2) File the original in the office of the secretary of state; and
(3) Issue a certificate of abandonment to each party to the merger or share exchange.
(d) Upon the filing of such statement by the secretary of state, the merger or share exchange shall be deemed abandoned and shall not become effective.
Acts 1994, ch. 776, § 40; 1999, ch. 361, §§ 1, 2; 2012, ch. 1051, § 39.
Tenn. Code Ann. § 48-21-117 — TN Code / Title 48 / Chapter 21 / Section 48-21-117
Action on a plan of nonprofit conversion
Status: in_force

In the case of a conversion of a domestic business corporation to a domestic or foreign nonprofit corporation: (1) The plan of nonprofit conversion must be adopted by the board of directors; (2) After adopting the plan of nonprofit conversion, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the shareholders the basis for that determination; (3) The board of directors may condition its submission of the plan of nonprofit conversion to the shareholders on any basis; (4) If the approval of the shareholders is to be given at a meeting, the corporation must notify each shareholder of the meeting of shareholders at which the plan of nonprofit conversion is to be submitted for approval. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the charter as it will be in effect immediately after the nonprofit conversion; (5) Unless chapters 11-27 of this title, the charter, or the board of directors acting pursuant to subdivision (3) requires a greater vote or a vote by voting groups, the plan of conversion to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group; and (6) If any provision of the charter, bylaws, or an agreement to which any of the directors or shareholders are parties, adopted or entered into before January 1, 2013, applies to a merger of the corporation and the document does not refer to a nonprofit conversion of the corporation, the provision shall be deemed to apply to a nonprofit conversion of the corporation until such time as the provision is amended on or subsequent to January 1, 2013. Acts 2012, ch. 1051, § 39.
In the case of a conversion of a domestic business corporation to a domestic or foreign nonprofit corporation:
(1) The plan of nonprofit conversion must be adopted by the board of directors;
(2) After adopting the plan of nonprofit conversion, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the shareholders the basis for that determination;
(3) The board of directors may condition its submission of the plan of nonprofit conversion to the shareholders on any basis;
(4) If the approval of the shareholders is to be given at a meeting, the corporation must notify each shareholder of the meeting of shareholders at which the plan of nonprofit conversion is to be submitted for approval. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the charter as it will be in effect immediately after the nonprofit conversion;
(5) Unless chapters 11-27 of this title, the charter, or the board of directors acting pursuant to subdivision (3) requires a greater vote or a vote by voting groups, the plan of conversion to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group; and
(6) If any provision of the charter, bylaws, or an agreement to which any of the directors or shareholders are parties, adopted or entered into before January 1, 2013, applies to a merger of the corporation and the document does not refer to a nonprofit conversion of the corporation, the provision shall be deemed to apply to a nonprofit conversion of the corporation until such time as the provision is amended on or subsequent to January 1, 2013.
Acts 2012, ch. 1051, § 39.
Tenn. Code Ann. § 48-101-634 — TN Code / Title 48 / Chapter 101 / Section 48-101-634
Reservation of power to amend or repeal
Status: in_force

The general assembly has the power to amend or repeal all or part of this part at any time, and all domestic and foreign professional corporations subject to this part are governed by the amendment or repeal. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-634.
The general assembly has the power to amend or repeal all or part of this part at any time, and all domestic and foreign professional corporations subject to this part are governed by the amendment or repeal.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-634.
Tenn. Code Ann. § 48-101-518 — TN Code / Title 48 / Chapter 101 / Section 48-101-518
Construction of part
Status: in_force

(a) The powers and remedies provided in this part shall be cumulative and supplementary to all other powers and remedies otherwise provided by law. The invocation of one (1) power or remedy herein shall not be construed as excluding or prohibiting the use of any other available remedy. (b) This part shall not be construed to preempt any more stringent county or municipal provisions or to restrict local units of government from adopting more stringent provisions, and, in such case, such provisions shall be complied with if the registrant desires to solicit within the geographic district of the local unit of government. (c) Nothing in this part shall be construed to preempt any municipality from exercising general police powers of municipalities by ordinance or otherwise over organizations which are excluded from the application of this part or from organizations which are included within this part. (d) In the event this part, insofar as prohibited practices are concerned, conflicts with any ordinance or regulation of any municipality, the most restrictive provisions shall apply; further, such regulations or ordinances adopted by a municipality may be broader in scope and more restrictive in their application than this part. (e) Insofar as reporting or disclosure of financial reports is concerned, the right to require information not included in this part is hereby expressly reserved unto the municipalities of this state. Any municipality in this state is authorized to accept financial reports to the secretary of state as financial reports which may be required by municipal ordinances or regulations. (f) Nothing in this part shall be construed to require any municipality which has adopted, prior to July 1, 1977, ordinances or regulations controlling, omitting, or prohibiting certain types of solicitation practices to adopt the accounting practices provided for in this part; provided, that any municipality which adopts such ordinances after July 1, 1977, shall conform to the accounting practices as provided for in this part. Acts 1976, ch. 735, § 17; T.C.A., § 48-2217; Acts 1989, ch. 285, § 33; T.C.A., § 48-3-518.
(a) The powers and remedies provided in this part shall be cumulative and supplementary to all other powers and remedies otherwise provided by law. The invocation of one (1) power or remedy herein shall not be construed as excluding or prohibiting the use of any other available remedy.
(b) This part shall not be construed to preempt any more stringent county or municipal provisions or to restrict local units of government from adopting more stringent provisions, and, in such case, such provisions shall be complied with if the registrant desires to solicit within the geographic district of the local unit of government.
(c) Nothing in this part shall be construed to preempt any municipality from exercising general police powers of municipalities by ordinance or otherwise over organizations which are excluded from the application of this part or from organizations which are included within this part.
(d) In the event this part, insofar as prohibited practices are concerned, conflicts with any ordinance or regulation of any municipality, the most restrictive provisions shall apply; further, such regulations or ordinances adopted by a municipality may be broader in scope and more restrictive in their application than this part.
(e) Insofar as reporting or disclosure of financial reports is concerned, the right to require information not included in this part is hereby expressly reserved unto the municipalities of this state. Any municipality in this state is authorized to accept financial reports to the secretary of state as financial reports which may be required by municipal ordinances or regulations.
(f) Nothing in this part shall be construed to require any municipality which has adopted, prior to July 1, 1977, ordinances or regulations controlling, omitting, or prohibiting certain types of solicitation practices to adopt the accounting practices provided for in this part; provided, that any municipality which adopts such ordinances after July 1, 1977, shall conform to the accounting practices as provided for in this part.
Acts 1976, ch. 735, § 17; T.C.A., § 48-2217; Acts 1989, ch. 285, § 33; T.C.A., § 48-3-518.
Tenn. Code Ann. § 48-237-101 — TN Code / Title 48 / Chapter 237 / Section 48-237-101
Liability upon wrongful distribution
Status: in_force

(a) Personal Liability. Unless such person complies with the applicable standards of conduct set forth in § 48-240-103 and § 48-241-111 , a member or governor who votes for or assents to a distribution made in violation of § 48-236-105 or the articles or operating agreement is personally liable to the LLC for the amount of the distribution that exceeds what could have been distributed without violating § 48-236-105 or the articles or operating agreement. (b) Right of Contribution. A governor or member held liable for an unlawful distribution under subsection (a) is entitled to contribution: (1) From every other governor and member who voted for or assented to the distribution; and (2) From each member for the amount the member accepted, knowing the distribution was made in violation of § 48-236-105 or the articles or operating agreement. (c) Section Not a Limitation on Liability. Subject to subsection (d), this section shall not affect any obligation or liability of a governor or member under the articles or operating agreement or other applicable law for the amount of a distribution. (d) Member's Liability. Unless otherwise agreed, a member who receives a distribution from an LLC or a manager or governor who votes for or assents to such distribution shall have no liability under this section or other applicable law for the amount of the distribution after the expiration of three (3) years from the date of the distribution. Acts 1994, ch. 868, § 1.
(a) Personal Liability. Unless such person complies with the applicable standards of conduct set forth in § 48-240-103 and § 48-241-111 , a member or governor who votes for or assents to a distribution made in violation of § 48-236-105 or the articles or operating agreement is personally liable to the LLC for the amount of the distribution that exceeds what could have been distributed without violating § 48-236-105 or the articles or operating agreement.
(b) Right of Contribution. A governor or member held liable for an unlawful distribution under subsection (a) is entitled to contribution: (1) From every other governor and member who voted for or assented to the distribution; and (2) From each member for the amount the member accepted, knowing the distribution was made in violation of § 48-236-105 or the articles or operating agreement.
(1) From every other governor and member who voted for or assented to the distribution; and
(2) From each member for the amount the member accepted, knowing the distribution was made in violation of § 48-236-105 or the articles or operating agreement.
(c) Section Not a Limitation on Liability. Subject to subsection (d), this section shall not affect any obligation or liability of a governor or member under the articles or operating agreement or other applicable law for the amount of a distribution.
(d) Member's Liability. Unless otherwise agreed, a member who receives a distribution from an LLC or a manager or governor who votes for or assents to such distribution shall have no liability under this section or other applicable law for the amount of the distribution after the expiration of three (3) years from the date of the distribution.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-245-801 — TN Code / Title 48 / Chapter 245 / Section 48-245-801
Supervised winding up and termination following a nonjudicial dissolution
Status: in_force

After an event of dissolution has occurred and before a certificate of termination has been issued, the LLC or, for good cause shown, a member or creditor may apply to a court within the county in which the registered office of the LLC is situated to have the dissolution conducted or continued under the supervision of the court as provided in part 9 of this chapter. Acts 1994, ch. 868, § 1.
After an event of dissolution has occurred and before a certificate of termination has been issued, the LLC or, for good cause shown, a member or creditor may apply to a court within the county in which the registered office of the LLC is situated to have the dissolution conducted or continued under the supervision of the court as provided in part 9 of this chapter.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-101-708 — TN Code / Title 48 / Chapter 101 / Section 48-101-708
Effect of conversion
Status: in_force

(a) Upon the effective date of the conversion from a subsidiary nonprofit corporation to a nonprofit LLC: (1) All property owned by the converting nonprofit corporation remains vested in the nonprofit LLC; (2) All obligations of the converting nonprofit corporation continue as obligations of the nonprofit LLC; and (3) An action or proceeding pending against the converting nonprofit corporation may be continued as if the conversion had not occurred. (b) The converting nonprofit corporation shall not be required to wind up its affairs or to pay its liabilities and distribute its assets, and such conversion shall be deemed to constitute a dissolution of such subsidiary nonprofit corporation. (c) The ownership interests or membership of the parent nonprofit corporation in the subsidiary nonprofit corporation shall become membership interests in the nonprofit LLC. Acts 2001, ch. 418, § 1.
(a) Upon the effective date of the conversion from a subsidiary nonprofit corporation to a nonprofit LLC: (1) All property owned by the converting nonprofit corporation remains vested in the nonprofit LLC; (2) All obligations of the converting nonprofit corporation continue as obligations of the nonprofit LLC; and (3) An action or proceeding pending against the converting nonprofit corporation may be continued as if the conversion had not occurred.
(1) All property owned by the converting nonprofit corporation remains vested in the nonprofit LLC;
(2) All obligations of the converting nonprofit corporation continue as obligations of the nonprofit LLC; and
(3) An action or proceeding pending against the converting nonprofit corporation may be continued as if the conversion had not occurred.
(b) The converting nonprofit corporation shall not be required to wind up its affairs or to pay its liabilities and distribute its assets, and such conversion shall be deemed to constitute a dissolution of such subsidiary nonprofit corporation.
(c) The ownership interests or membership of the parent nonprofit corporation in the subsidiary nonprofit corporation shall become membership interests in the nonprofit LLC.
Acts 2001, ch. 418, § 1.
Tenn. Code Ann. § 48-249-904 — TN Code / Title 48 / Chapter 249 / Section 48-249-904
Application for certificate of authority
Status: in_force

(a) Application requirements. Before transacting business in this state, a foreign LLC shall obtain a certificate of authority. A foreign LLC may obtain a certificate of authority by complying with this section and filing with the secretary of state an application for certificate of authority setting forth the following: (1) The name of the foreign LLC; (2) The name of the jurisdiction under the laws of which it is formed and the date of its formation; (3) The street address, including the zip code, of its registered office in this state, and the name of its registered agent at that office; (4) The street address, including the zip code, of the principal executive office of the foreign LLC (and a mailing address such as a post office box if the United States postal service does not deliver to the principal executive office); (5) If § 48-249-309(i) is applicable to the foreign LLC, the information required under § 48-249-309(i) ; (6) If the foreign LLC has more than six (6) members at the date of the filing of the application for the certificate of authority, the number of members of the LLC at the date of filing the application for the certificate of authority; and (7) Any additional information as required by the secretary of state. (b) Submission of application. The foreign LLC shall deliver with the completed application a certificate of existence, or document of similar import, duly authenticated by the secretary of state or other official having custody of limited liability company records in the jurisdiction of its formation. The certificate shall not bear a date of more than two (2) months prior to the date the application for the certificate of authority is filed in this state. Amended by 2020 Tenn. Acts, ch. 719, s 19, eff. 6/22/2020. Amended by 2014 Tenn. Acts, ch. 783, s 15, eff. 7/1/2014. Acts 2005, ch. 286, § 1; 2006, ch. 620, § 48.
(a) Application requirements. Before transacting business in this state, a foreign LLC shall obtain a certificate of authority. A foreign LLC may obtain a certificate of authority by complying with this section and filing with the secretary of state an application for certificate of authority setting forth the following: (1) The name of the foreign LLC; (2) The name of the jurisdiction under the laws of which it is formed and the date of its formation; (3) The street address, including the zip code, of its registered office in this state, and the name of its registered agent at that office; (4) The street address, including the zip code, of the principal executive office of the foreign LLC (and a mailing address such as a post office box if the United States postal service does not deliver to the principal executive office); (5) If § 48-249-309(i) is applicable to the foreign LLC, the information required under § 48-249-309(i) ; (6) If the foreign LLC has more than six (6) members at the date of the filing of the application for the certificate of authority, the number of members of the LLC at the date of filing the application for the certificate of authority; and (7) Any additional information as required by the secretary of state.
(1) The name of the foreign LLC;
(2) The name of the jurisdiction under the laws of which it is formed and the date of its formation;
(3) The street address, including the zip code, of its registered office in this state, and the name of its registered agent at that office;
(4) The street address, including the zip code, of the principal executive office of the foreign LLC (and a mailing address such as a post office box if the United States postal service does not deliver to the principal executive office);
(5) If § 48-249-309(i) is applicable to the foreign LLC, the information required under § 48-249-309(i) ;
(6) If the foreign LLC has more than six (6) members at the date of the filing of the application for the certificate of authority, the number of members of the LLC at the date of filing the application for the certificate of authority; and
(7) Any additional information as required by the secretary of state.
(b) Submission of application. The foreign LLC shall deliver with the completed application a certificate of existence, or document of similar import, duly authenticated by the secretary of state or other official having custody of limited liability company records in the jurisdiction of its formation. The certificate shall not bear a date of more than two (2) months prior to the date the application for the certificate of authority is filed in this state.
Amended by 2020 Tenn. Acts, ch. 719, s 19, eff. 6/22/2020.
Amended by 2014 Tenn. Acts, ch. 783, s 15, eff. 7/1/2014.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 48.
Tenn. Code Ann. § 48-58-101 — TN Code / Title 48 / Chapter 58 / Section 48-58-101
Requirement for and duties of board of directors
Status: in_force

(a) Each corporation must have a board of directors. (b) Except as provided in chapters 51-68 of this title or subsection (c), all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board. (c) The charter of a mutual benefit corporation may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized, any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities. (d) The charter of a public benefit corporation may authorize no less than three (3) individuals to exercise some or all of the powers which would otherwise be exercised by a board. If individuals are authorized to exercise powers pursuant to this subsection (d), any and all such individuals shall have the duties and responsibilities of the directors, and the directors shall be relieved from such duties and responsibilities; provided, however, if the charter of a public benefit corporation that is in existence and not administratively dissolved on July 1, 2014, contains a provision on or before July 1, 2014, that authorizes less than three (3) individuals or an entity or entities to exercise some or all of the powers that would otherwise be exercised by a board, that provision shall remain valid and effective until the first occurrence of one of the following: (1) The provision is amended or modified to conform with this section; (2) All individuals authorized to exercise powers of the board cease to serve in such a capacity; or (3) The dissolution, resignation or removal of all of the entities authorized to exercise powers of the board. Amended by 2014 Tenn. Acts, ch. 899,s 31, eff. 1/1/2015. Amended by 2014 Tenn. Acts, ch. 899,s 30, eff. 1/1/2015. Acts 1987, ch. 242, § 8.01.
(a) Each corporation must have a board of directors.
(b) Except as provided in chapters 51-68 of this title or subsection (c), all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board.
(c) The charter of a mutual benefit corporation may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized, any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities.
(d) The charter of a public benefit corporation may authorize no less than three (3) individuals to exercise some or all of the powers which would otherwise be exercised by a board. If individuals are authorized to exercise powers pursuant to this subsection (d), any and all such individuals shall have the duties and responsibilities of the directors, and the directors shall be relieved from such duties and responsibilities; provided, however, if the charter of a public benefit corporation that is in existence and not administratively dissolved on July 1, 2014, contains a provision on or before July 1, 2014, that authorizes less than three (3) individuals or an entity or entities to exercise some or all of the powers that would otherwise be exercised by a board, that provision shall remain valid and effective until the first occurrence of one of the following: (1) The provision is amended or modified to conform with this section; (2) All individuals authorized to exercise powers of the board cease to serve in such a capacity; or (3) The dissolution, resignation or removal of all of the entities authorized to exercise powers of the board.
(1) The provision is amended or modified to conform with this section;
(2) All individuals authorized to exercise powers of the board cease to serve in such a capacity; or
(3) The dissolution, resignation or removal of all of the entities authorized to exercise powers of the board.
Amended by 2014 Tenn. Acts, ch. 899,s 31, eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 30, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.01.
Tenn. Code Ann. § 48-69-123 — TN Code / Title 48 / Chapter 69 / Section 48-69-123
Liberal construction of chapter
Status: in_force

(a) This chapter shall be construed liberally. The enumeration of any object, purpose, power, manner, method or thing shall not be deemed to exclude like or similar objects, purposes, powers, manner, methods or things. The authority and powers granted pursuant to this chapter may be exercised in accordance with the terms of this chapter, notwithstanding any other requirements, restrictions or procedural provisions contained in any general law, private act or home rule charter, and notwithstanding any other provisions to the contrary contained in any general law, private act or home rule charter. (b) Notwithstanding this section or any other provisions in this chapter to the contrary, this chapter shall not be construed to affect the powers conferred or the limitations imposed upon annexing municipalities and electric cooperatives in § 6-51-112 . Acts 2009, ch. 475, § 1.
(a) This chapter shall be construed liberally. The enumeration of any object, purpose, power, manner, method or thing shall not be deemed to exclude like or similar objects, purposes, powers, manner, methods or things. The authority and powers granted pursuant to this chapter may be exercised in accordance with the terms of this chapter, notwithstanding any other requirements, restrictions or procedural provisions contained in any general law, private act or home rule charter, and notwithstanding any other provisions to the contrary contained in any general law, private act or home rule charter.
(b) Notwithstanding this section or any other provisions in this chapter to the contrary, this chapter shall not be construed to affect the powers conferred or the limitations imposed upon annexing municipalities and electric cooperatives in § 6-51-112 .
Acts 2009, ch. 475, § 1.
Tenn. Code Ann. § 48-236-102 — TN Code / Title 48 / Chapter 236 / Section 48-236-102
Interim distributions
Status: in_force

Except as provided in or through the articles or operating agreement or by a majority vote of the members, a member is entitled to receive distributions before the LLC's termination only as specified in the articles or operating agreement. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 49.
Except as provided in or through the articles or operating agreement or by a majority vote of the members, a member is entitled to receive distributions before the LLC's termination only as specified in the articles or operating agreement.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 49.
Tenn. Code Ann. § 48-103-306 — TN Code / Title 48 / Chapter 103 / Section 48-103-306
Notice of meeting
Status: in_force

The notice to the corporation's shareholders of any annual or special meeting at which the voting rights to be accorded shares acquired or to be acquired in a control share acquisition shall be directed to all shareholders of record of the corporation as of the record date set for such meeting, whether or not such shareholders shall be entitled to vote at such meeting, and shall include or be accompanied by a copy of the acquiring person's control share acquisition statement received by the corporation pursuant to this part. Acts 1988, ch. 500, § 13; T.C.A., § 48-35-306.
The notice to the corporation's shareholders of any annual or special meeting at which the voting rights to be accorded shares acquired or to be acquired in a control share acquisition shall be directed to all shareholders of record of the corporation as of the record date set for such meeting, whether or not such shareholders shall be entitled to vote at such meeting, and shall include or be accompanied by a copy of the acquiring person's control share acquisition statement received by the corporation pursuant to this part.
Acts 1988, ch. 500, § 13; T.C.A., § 48-35-306.
Tenn. Code Ann. § 48-249-302 — TN Code / Title 48 / Chapter 249 / Section 48-249-302
Liability for contributions
Status: in_force

(a) Obligation to perform. A member or other person who has agreed in writing to make a contribution of tangible or intangible property or other benefit to, or to perform services for, an LLC is obligated to make that contribution, even if the member or other person is unable to perform personally because of death, disability or any other reason. (b) Option to require cash. If a member or other person does not make a required contribution of property or services, then, at the option of the LLC to which the member or other person is obligated, the member or the other person shall be obligated to contribute money equal to the value, as stated in the LLC documents or the records of the LLC, of the portion of the required contribution that has not been made. This option of the LLC is in addition to, and not in lieu of, any other rights and remedies, including the right to specific performance, that the LLC or its members may have against such member or other person, whether under this chapter, under the LLC documents, or otherwise. (c) Enforcement by creditor. A creditor of an LLC that extends credit or otherwise acts in reliance on an obligation described in subsection (a), and without notice of any compromise under § 48-249-401(f)(3) , may enforce the original obligation. (d) Remedies on default. The LLC documents may provide that the interest of any member or other person who fails to make any contribution that the member or other person is obligated to make to an LLC shall be subject to specified penalties for, or specified consequences of, such failure. Such a penalty or consequence may take the form of: (1) Reducing or eliminating the defaulting member's or person's proportional interest in the LLC; (2) Subordinating the interest of the defaulting member or other person to that of nondefaulting members or other persons; (3) Forcing a sale of the interest of the defaulting member or other person; (4) Causing forfeiture of the interest of the defaulting member or other person; (5) Permitting other members or persons to lend to the LLC the amount necessary to satisfy the obligation of the defaulting member or other person, and charging interest on the borrowed amount, at a rate up to the highest rate allowed by law, with repayments of the loans being made from the distributions allocable to the interest of the defaulting member or other person; (6) Fixing the value of the interest of the defaulting member or other person by appraisal or by formula and redemption, or selling the interest of the defaulting member or other person at that fixed value; or (7) Any other penalty or consequence. Acts 2005, ch. 286, § 1.
(a) Obligation to perform. A member or other person who has agreed in writing to make a contribution of tangible or intangible property or other benefit to, or to perform services for, an LLC is obligated to make that contribution, even if the member or other person is unable to perform personally because of death, disability or any other reason.
(b) Option to require cash. If a member or other person does not make a required contribution of property or services, then, at the option of the LLC to which the member or other person is obligated, the member or the other person shall be obligated to contribute money equal to the value, as stated in the LLC documents or the records of the LLC, of the portion of the required contribution that has not been made. This option of the LLC is in addition to, and not in lieu of, any other rights and remedies, including the right to specific performance, that the LLC or its members may have against such member or other person, whether under this chapter, under the LLC documents, or otherwise.
(c) Enforcement by creditor. A creditor of an LLC that extends credit or otherwise acts in reliance on an obligation described in subsection (a), and without notice of any compromise under § 48-249-401(f)(3) , may enforce the original obligation.
(d) Remedies on default. The LLC documents may provide that the interest of any member or other person who fails to make any contribution that the member or other person is obligated to make to an LLC shall be subject to specified penalties for, or specified consequences of, such failure. Such a penalty or consequence may take the form of: (1) Reducing or eliminating the defaulting member's or person's proportional interest in the LLC; (2) Subordinating the interest of the defaulting member or other person to that of nondefaulting members or other persons; (3) Forcing a sale of the interest of the defaulting member or other person; (4) Causing forfeiture of the interest of the defaulting member or other person; (5) Permitting other members or persons to lend to the LLC the amount necessary to satisfy the obligation of the defaulting member or other person, and charging interest on the borrowed amount, at a rate up to the highest rate allowed by law, with repayments of the loans being made from the distributions allocable to the interest of the defaulting member or other person; (6) Fixing the value of the interest of the defaulting member or other person by appraisal or by formula and redemption, or selling the interest of the defaulting member or other person at that fixed value; or (7) Any other penalty or consequence.
(1) Reducing or eliminating the defaulting member's or person's proportional interest in the LLC;
(2) Subordinating the interest of the defaulting member or other person to that of nondefaulting members or other persons;
(3) Forcing a sale of the interest of the defaulting member or other person;
(4) Causing forfeiture of the interest of the defaulting member or other person;
(5) Permitting other members or persons to lend to the LLC the amount necessary to satisfy the obligation of the defaulting member or other person, and charging interest on the borrowed amount, at a rate up to the highest rate allowed by law, with repayments of the loans being made from the distributions allocable to the interest of the defaulting member or other person;
(6) Fixing the value of the interest of the defaulting member or other person by appraisal or by formula and redemption, or selling the interest of the defaulting member or other person at that fixed value; or
(7) Any other penalty or consequence.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-23-302 — TN Code / Title 48 / Chapter 23 / Section 48-23-302
Court costs and counsel fees
Status: in_force

(a) The court in an appraisal proceeding commenced under § 48-23-301 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under § 48-23-209 . (b) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable against: (1) The corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of part 2 of this chapter; or (2) Either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter. (c) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to these counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited. Acts 1986, ch. 887, § 13.31.
(a) The court in an appraisal proceeding commenced under § 48-23-301 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under § 48-23-209 .
(b) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable against: (1) The corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of part 2 of this chapter; or (2) Either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.
(1) The corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of part 2 of this chapter; or
(2) Either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.
(c) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to these counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited.
Acts 1986, ch. 887, § 13.31.
Tenn. Code Ann. § 48-101-509 — TN Code / Title 48 / Chapter 101 / Section 48-101-509
Fiscal records - Charitable campaign records - Inspection
Status: in_force

(a) Every charitable organization and professional solicitor, subject to this part, shall, as to their activities in Tennessee as may be covered by this part, keep: (1) True and accurate fiscal records, including, but not limited to, all income and expenses; and (2) True records regarding the conduct of any solicitation campaigns, including records of any documents, information, notices or applications required to be prepared or filed pursuant to § 48-101-513 . Unless otherwise provided, such records shall be retained for a period of at least three (3) years after the end of the period of registration to which they relate. (b) Upon request and at a reasonable time and place within Tennessee, such records, as well as any other records regarding solicitation campaigns within this state, shall be made available to the secretary of state, the attorney general and reporter or an appropriate district attorney general for inspection. Amended by 2024 Tenn. Acts, ch. 533,s 24, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Acts 1976, ch. 735, § 9; T.C.A., § 48-2209; Acts 1989, ch. 285, §§ 18, 19; 1991, ch. 299, § 8; 1993, ch. 252, § 4; T.C.A., § 48-3-509.
(a) Every charitable organization and professional solicitor, subject to this part, shall, as to their activities in Tennessee as may be covered by this part, keep: (1) True and accurate fiscal records, including, but not limited to, all income and expenses; and (2) True records regarding the conduct of any solicitation campaigns, including records of any documents, information, notices or applications required to be prepared or filed pursuant to § 48-101-513 . Unless otherwise provided, such records shall be retained for a period of at least three (3) years after the end of the period of registration to which they relate.
(1) True and accurate fiscal records, including, but not limited to, all income and expenses; and
(2) True records regarding the conduct of any solicitation campaigns, including records of any documents, information, notices or applications required to be prepared or filed pursuant to § 48-101-513 . Unless otherwise provided, such records shall be retained for a period of at least three (3) years after the end of the period of registration to which they relate.
(b) Upon request and at a reasonable time and place within Tennessee, such records, as well as any other records regarding solicitation campaigns within this state, shall be made available to the secretary of state, the attorney general and reporter or an appropriate district attorney general for inspection.
Amended by 2024 Tenn. Acts, ch. 533,s 24, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Acts 1976, ch. 735, § 9; T.C.A., § 48-2209; Acts 1989, ch. 285, §§ 18, 19; 1991, ch. 299, § 8; 1993, ch. 252, § 4; T.C.A., § 48-3-509.
Tenn. Code Ann. § 48-51-103 — TN Code / Title 48 / Chapter 51 / Section 48-51-103
Eminent domain
Status: in_force

Chapters 51-68 of this title do not repeal or affect the right or power of eminent domain under other existing laws, and any corporation which shall have the power of eminent domain under existing laws shall have the power to the same extent and in the same manner as if organized under chapters 51-68 of this title, and all statutes of this state granting the power of eminent domain and making compensation shall remain in force and effect and applicable to the appropriate existing corporations and to the appropriate corporations organized under chapters 51-68 of this title. Acts 1987, ch. 242, § 1.03.
Chapters 51-68 of this title do not repeal or affect the right or power of eminent domain under other existing laws, and any corporation which shall have the power of eminent domain under existing laws shall have the power to the same extent and in the same manner as if organized under chapters 51-68 of this title, and all statutes of this state granting the power of eminent domain and making compensation shall remain in force and effect and applicable to the appropriate existing corporations and to the appropriate corporations organized under chapters 51-68 of this title.
Acts 1987, ch. 242, § 1.03.
Tenn. Code Ann. § 48-25-103 — TN Code / Title 48 / Chapter 25 / Section 48-25-103
Application for certificate of authority
Status: in_force

(a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must set forth: (1) The name of the foreign corporation and, if different, the name under which the certificate of authority is to be obtained pursuant to § 48-25-106 ; (2) The name of the state or country under whose law it is incorporated; (3) Its date of incorporation and period of duration, if other than perpetual; (4) The street address, including the zip code, of its principal office (and a mailing address such as a post office box if the United States postal service does not deliver to the principal office); (5) The street address, including the zip code, of its registered office in this state (and a mailing address such as a post office box if the United States postal service does not deliver to the registered office), the county in which the office is located, and the name of its registered agent at that office; (6) The names and business addresses, including the zip code, of its current directors and officers; and (7) A statement that it is a corporation for profit. (b) The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated. The certificate shall not bear a date of more than two (2) months prior to the date the application is filed in this state. (c) If the secretary of state determines upon application that a foreign corporation has been transacting business in this state without a certificate of authority for a period of one (1) year or more, then the secretary of state shall not file the application until the foreign corporation submits a confirmation of good standing. Amended by 2014 Tenn. Acts, ch. 783,s 5, eff. 7/1/2014. Amended by 2014 Tenn. Acts, ch. 783,s 4, eff. 7/1/2014. Acts 1986, ch. 887, § 15.03; 1987, ch. 273, § 48; 1989, ch. 451, § 24; 1991, ch. 188, § 7; 2010, ch. 741, § 8; 2012, ch. 1051, §§ 50, 51.
(a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must set forth: (1) The name of the foreign corporation and, if different, the name under which the certificate of authority is to be obtained pursuant to § 48-25-106 ; (2) The name of the state or country under whose law it is incorporated; (3) Its date of incorporation and period of duration, if other than perpetual; (4) The street address, including the zip code, of its principal office (and a mailing address such as a post office box if the United States postal service does not deliver to the principal office); (5) The street address, including the zip code, of its registered office in this state (and a mailing address such as a post office box if the United States postal service does not deliver to the registered office), the county in which the office is located, and the name of its registered agent at that office; (6) The names and business addresses, including the zip code, of its current directors and officers; and (7) A statement that it is a corporation for profit.
(1) The name of the foreign corporation and, if different, the name under which the certificate of authority is to be obtained pursuant to § 48-25-106 ;
(2) The name of the state or country under whose law it is incorporated;
(3) Its date of incorporation and period of duration, if other than perpetual;
(4) The street address, including the zip code, of its principal office (and a mailing address such as a post office box if the United States postal service does not deliver to the principal office);
(5) The street address, including the zip code, of its registered office in this state (and a mailing address such as a post office box if the United States postal service does not deliver to the registered office), the county in which the office is located, and the name of its registered agent at that office;
(6) The names and business addresses, including the zip code, of its current directors and officers; and
(7) A statement that it is a corporation for profit.
(b) The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated. The certificate shall not bear a date of more than two (2) months prior to the date the application is filed in this state.
(c) If the secretary of state determines upon application that a foreign corporation has been transacting business in this state without a certificate of authority for a period of one (1) year or more, then the secretary of state shall not file the application until the foreign corporation submits a confirmation of good standing.
Amended by 2014 Tenn. Acts, ch. 783,s 5, eff. 7/1/2014.
Amended by 2014 Tenn. Acts, ch. 783,s 4, eff. 7/1/2014.
Acts 1986, ch. 887, § 15.03; 1987, ch. 273, § 48; 1989, ch. 451, § 24; 1991, ch. 188, § 7; 2010, ch. 741, § 8; 2012, ch. 1051, §§ 50, 51.
Tenn. Code Ann. § 48-249-304 — TN Code / Title 48 / Chapter 249 / Section 48-249-304
Sharing of and rights to profits and losses
Status: in_force

(a) LLC documents control. Any profits and losses of an LLC shall be allocated among the members and holders of financial rights in the manner provided in the LLC documents. (b) LLC documents silent. If the LLC documents do not provide for allocations of profits and losses, profits and losses shall be allocated among the members and holders of financial rights in equal shares. (c) Record date. The LLC documents may provide for a record date with respect to allocations of profits and losses. Acts 2005, ch. 286, § 1; 2006, ch. 620, § 23.
(a) LLC documents control. Any profits and losses of an LLC shall be allocated among the members and holders of financial rights in the manner provided in the LLC documents.
(b) LLC documents silent. If the LLC documents do not provide for allocations of profits and losses, profits and losses shall be allocated among the members and holders of financial rights in equal shares.
(c) Record date. The LLC documents may provide for a record date with respect to allocations of profits and losses.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 23.
Tenn. Code Ann. § 48-11-401 — TN Code / Title 48 / Chapter 11 / Section 48-11-401
Powers
Status: in_force

The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by chapters 11-27 of this title, including, without limitation, the power to promulgate necessary and appropriate rules and regulations consistent with chapters 11-27 of this title, and the power to destroy any records in the secretary of state's office concerning the domestic or foreign corporation ten (10) years after such corporation has dissolved, withdrawn from the state, or has had its certificate of authority revoked. Acts 1986, ch. 887, § 1.40; 1987, ch. 273, § 19.
The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by chapters 11-27 of this title, including, without limitation, the power to promulgate necessary and appropriate rules and regulations consistent with chapters 11-27 of this title, and the power to destroy any records in the secretary of state's office concerning the domestic or foreign corporation ten (10) years after such corporation has dissolved, withdrawn from the state, or has had its certificate of authority revoked.
Acts 1986, ch. 887, § 1.40; 1987, ch. 273, § 19.
Tenn. Code Ann. § 48-28-106 — TN Code / Title 48 / Chapter 28 / Section 48-28-106
Duties of director
Status: in_force

(a) In discharging the duties of the position of director of a for-profit benefit corporation, a director shall consider the effects of any contemplated, proposed, or actual transaction or other conduct on the interests of those materially affected by the corporation's conduct, including the pecuniary interests of shareholders, and the public benefit or public benefits identified in its charter and shall not give regular, presumptive, or permanent priority to the interests of any individual constituency or limited group of constituencies materially affected by the corporation's conduct, including the pecuniary interests of shareholders. (b) A director of a for-profit benefit corporation shall not, by virtue of the public benefit provisions authorized by § 48-28-104(d) , have any duty to any person on account of any interest of such person in the public benefit or public benefits identified in the charter. A director who performs the duties of a director stated in subsection (a) is not liable by reason of being or having been a director of a for-profit benefit corporation under § 48-18-301 . (c) The charter of a for-profit benefit corporation may include a provision that any disinterested failure to satisfy this section shall not, for the purposes of §§ 48-18-301 and 48-18-302 or §§ 48-18-501 - 48-18-509, constitute an act or omission not in good faith, or a breach of the duty of loyalty. Added by 2015 Tenn. Acts, ch. 497, s 1, eff. 1/1/2016.
(a) In discharging the duties of the position of director of a for-profit benefit corporation, a director shall consider the effects of any contemplated, proposed, or actual transaction or other conduct on the interests of those materially affected by the corporation's conduct, including the pecuniary interests of shareholders, and the public benefit or public benefits identified in its charter and shall not give regular, presumptive, or permanent priority to the interests of any individual constituency or limited group of constituencies materially affected by the corporation's conduct, including the pecuniary interests of shareholders.
(b) A director of a for-profit benefit corporation shall not, by virtue of the public benefit provisions authorized by § 48-28-104(d) , have any duty to any person on account of any interest of such person in the public benefit or public benefits identified in the charter. A director who performs the duties of a director stated in subsection (a) is not liable by reason of being or having been a director of a for-profit benefit corporation under § 48-18-301 .
(c) The charter of a for-profit benefit corporation may include a provision that any disinterested failure to satisfy this section shall not, for the purposes of §§ 48-18-301 and 48-18-302 or §§ 48-18-501 - 48-18-509, constitute an act or omission not in good faith, or a breach of the duty of loyalty.
Added by 2015 Tenn. Acts, ch. 497, s 1, eff. 1/1/2016.
Tenn. Code Ann. § 48-18-205 — TN Code / Title 48 / Chapter 18 / Section 48-18-205
Quorum and voting
Status: in_force

(a) Unless the charter or bylaws require a greater number, a quorum of a board of directors consists of: (1) A majority of the fixed number of directors if the corporation has a fixed board size; or (2) A majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board. (b) The charter or bylaws may authorize a quorum of a board of directors to consist of no fewer than one third (1/3) of the fixed or prescribed number of directors determined under subsection (a). (c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the charter or bylaws require the vote of a greater number of directors. (d) A director who is present at a meeting of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) The director objects at the beginning of the meeting (or promptly upon the director's arrival) to holding it or transacting business at the meeting; (2) The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken. Acts 1986, ch. 887, § 8.24.
(a) Unless the charter or bylaws require a greater number, a quorum of a board of directors consists of: (1) A majority of the fixed number of directors if the corporation has a fixed board size; or (2) A majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.
(1) A majority of the fixed number of directors if the corporation has a fixed board size; or
(2) A majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.
(b) The charter or bylaws may authorize a quorum of a board of directors to consist of no fewer than one third (1/3) of the fixed or prescribed number of directors determined under subsection (a).
(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the charter or bylaws require the vote of a greater number of directors.
(d) A director who is present at a meeting of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) The director objects at the beginning of the meeting (or promptly upon the director's arrival) to holding it or transacting business at the meeting; (2) The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
(1) The director objects at the beginning of the meeting (or promptly upon the director's arrival) to holding it or transacting business at the meeting;
(2) The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or
(3) The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
Acts 1986, ch. 887, § 8.24.
Tenn. Code Ann. § 48-101-107 — TN Code / Title 48 / Chapter 101 / Section 48-101-107
Board of directors and officers
Status: in_force

(a) (1) The business and affairs of the corporation shall be managed and conducted by a board of directors, a president and treasurer, and such other officers and such agents as the corporation by its bylaws shall authorize. (2) The board of directors shall consist of such number, not less than fifteen (15) nor more than twenty-one (21), as shall be determined in the first instance by the incorporators and thereafter annually by the members and the stockholders of the corporation. (3) The board of directors may exercise all the powers of the corporation, except such as are conferred by law or by the bylaws of the corporation upon the stockholders or members, and shall choose and appoint all the agents and officers of the corporation and fill all vacancies, except vacancies in the office of director which shall be filled as hereinafter provided. (4) The board of directors shall be elected as hereinafter provided. The board of directors shall be elected in the first instance by the incorporators and thereafter at each annual meeting of the corporation, or, if no annual meeting shall be held in any year at the time fixed by the bylaws, at a special meeting held in lieu of the annual meeting. At each annual meeting, or at each special meeting held in lieu of the annual meeting, the members of the corporation shall elect two thirds (2/3) of the board of directors and the stockholders shall elect the remaining directors. (5) The directors shall hold office until the next annual meeting of the corporation or special meeting held in lieu of the annual meeting after their election and until their successors are elected and qualified, unless sooner removed in accordance with the bylaws. (6) Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders. (b) Directors and officers shall not be responsible for losses unless the same shall have been occasioned by the willful misconduct of such directors and officers. Acts 1959, ch. 170, § 11; T.C.A., §§ 48-1707, 48-3-107.
(a) (1) The business and affairs of the corporation shall be managed and conducted by a board of directors, a president and treasurer, and such other officers and such agents as the corporation by its bylaws shall authorize. (2) The board of directors shall consist of such number, not less than fifteen (15) nor more than twenty-one (21), as shall be determined in the first instance by the incorporators and thereafter annually by the members and the stockholders of the corporation. (3) The board of directors may exercise all the powers of the corporation, except such as are conferred by law or by the bylaws of the corporation upon the stockholders or members, and shall choose and appoint all the agents and officers of the corporation and fill all vacancies, except vacancies in the office of director which shall be filled as hereinafter provided. (4) The board of directors shall be elected as hereinafter provided. The board of directors shall be elected in the first instance by the incorporators and thereafter at each annual meeting of the corporation, or, if no annual meeting shall be held in any year at the time fixed by the bylaws, at a special meeting held in lieu of the annual meeting. At each annual meeting, or at each special meeting held in lieu of the annual meeting, the members of the corporation shall elect two thirds (2/3) of the board of directors and the stockholders shall elect the remaining directors. (5) The directors shall hold office until the next annual meeting of the corporation or special meeting held in lieu of the annual meeting after their election and until their successors are elected and qualified, unless sooner removed in accordance with the bylaws. (6) Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders.
(1) The business and affairs of the corporation shall be managed and conducted by a board of directors, a president and treasurer, and such other officers and such agents as the corporation by its bylaws shall authorize.
(2) The board of directors shall consist of such number, not less than fifteen (15) nor more than twenty-one (21), as shall be determined in the first instance by the incorporators and thereafter annually by the members and the stockholders of the corporation.
(3) The board of directors may exercise all the powers of the corporation, except such as are conferred by law or by the bylaws of the corporation upon the stockholders or members, and shall choose and appoint all the agents and officers of the corporation and fill all vacancies, except vacancies in the office of director which shall be filled as hereinafter provided.
(4) The board of directors shall be elected as hereinafter provided. The board of directors shall be elected in the first instance by the incorporators and thereafter at each annual meeting of the corporation, or, if no annual meeting shall be held in any year at the time fixed by the bylaws, at a special meeting held in lieu of the annual meeting. At each annual meeting, or at each special meeting held in lieu of the annual meeting, the members of the corporation shall elect two thirds (2/3) of the board of directors and the stockholders shall elect the remaining directors.
(5) The directors shall hold office until the next annual meeting of the corporation or special meeting held in lieu of the annual meeting after their election and until their successors are elected and qualified, unless sooner removed in accordance with the bylaws.
(6) Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders.
(b) Directors and officers shall not be responsible for losses unless the same shall have been occasioned by the willful misconduct of such directors and officers.
Acts 1959, ch. 170, § 11; T.C.A., §§ 48-1707, 48-3-107.
Tenn. Code Ann. § 48-57-201 — TN Code / Title 48 / Chapter 57 / Section 48-57-201
Members' list for meeting
Status: in_force

(a) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of a meeting. The list must show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting. This list shall be prepared on the same basis and be part of the list of members. (b) The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two (2) business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member's agent, or attorney is entitled on written demand to inspect and, subject to the limitations of §§ 48-66-102(c) and 48-66-105 , to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection. (c) The corporation shall make the list of members available at the meeting, and any member, a member's agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment. (d) If the corporation refuses to allow a member, a member's agent, or attorney to inspect the list of members before or at the meeting (or copy the list as permitted by subsection (b)), a court of record having equity jurisdiction in the county where a corporation's principal office (or if none in this state, its registered office) is located, on application of the member, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete. (e) Refusal or failure to make available the members' list does not affect the validity of action taken at the meeting. Acts 1987, ch. 242, § 7.20.
(a) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of a meeting. The list must show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting. This list shall be prepared on the same basis and be part of the list of members.
(b) The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two (2) business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member's agent, or attorney is entitled on written demand to inspect and, subject to the limitations of §§ 48-66-102(c) and 48-66-105 , to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection.
(c) The corporation shall make the list of members available at the meeting, and any member, a member's agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment.
(d) If the corporation refuses to allow a member, a member's agent, or attorney to inspect the list of members before or at the meeting (or copy the list as permitted by subsection (b)), a court of record having equity jurisdiction in the county where a corporation's principal office (or if none in this state, its registered office) is located, on application of the member, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.
(e) Refusal or failure to make available the members' list does not affect the validity of action taken at the meeting.
Acts 1987, ch. 242, § 7.20.
Tenn. Code Ann. § 48-225-101 — TN Code / Title 48 / Chapter 225 / Section 48-225-101
Proxies
Status: in_force

The articles or operating agreement may provide for proxies with terms and conditions consistent with the proxy provisions applicable to shareholders under § 48-17-203 . The person to whom proxies may be given and the purposes of such proxies is limited in the same manner as voting agreements under § 48-226-101(b) . Acts 1994, ch. 868, § 1; 1995, ch. 403, § 36.
The articles or operating agreement may provide for proxies with terms and conditions consistent with the proxy provisions applicable to shareholders under § 48-17-203 . The person to whom proxies may be given and the purposes of such proxies is limited in the same manner as voting agreements under § 48-226-101(b) .
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 36.
Tenn. Code Ann. § 48-64-103 — TN Code / Title 48 / Chapter 64 / Section 48-64-103
Notices to the attorney general and reporter
Status: in_force

(a) A public benefit corporation shall give the attorney general and reporter written notice that it intends to dissolve at or before the time it delivers the articles of dissolution to the secretary of state. The notice shall include a copy or summary of the plan of dissolution. (b) No assets shall be transferred or conveyed by a public benefit corporation as part of the dissolution process until forty-five (45) days after it has given the written notice required by subsection (a) to the attorney general and reporter or until the attorney general and reporter has consented in writing to, or indicated in writing that the attorney general and reporter will take no action in respect to, the transfer or conveyance, whichever is earlier. (c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the attorney general and reporter a list showing those (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the address of each person (other than creditors) who received assets and indicate what assets each received. Amended by 2014 Tenn. Acts, ch. 899,s 77, eff. 1/1/2015. Acts 1987, ch. 242, § 14.03.
(a) A public benefit corporation shall give the attorney general and reporter written notice that it intends to dissolve at or before the time it delivers the articles of dissolution to the secretary of state. The notice shall include a copy or summary of the plan of dissolution.
(b) No assets shall be transferred or conveyed by a public benefit corporation as part of the dissolution process until forty-five (45) days after it has given the written notice required by subsection (a) to the attorney general and reporter or until the attorney general and reporter has consented in writing to, or indicated in writing that the attorney general and reporter will take no action in respect to, the transfer or conveyance, whichever is earlier.
(c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the attorney general and reporter a list showing those (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the address of each person (other than creditors) who received assets and indicate what assets each received.
Amended by 2014 Tenn. Acts, ch. 899,s 77, eff. 1/1/2015.
Acts 1987, ch. 242, § 14.03.
Tenn. Code Ann. § 48-51-501 — TN Code / Title 48 / Chapter 51 / Section 48-51-501
Private foundations
Status: in_force

(a) (1) Except when otherwise determined by a court of competent jurisdiction, a corporation which is a "private foundation," as defined in § 509(a) of the Internal Revenue Code of 1986 ( 26 U.S.C. § 509(a) ): (A) Shall distribute such amounts for each taxable year at such time and in such manner as not to subject the corporation to tax under § 4942 of the Code ( 26 U.S.C. § 4942 ); (B) Shall not engage in any act of self-dealing as defined in § 4941(d) of the Code ( 26 U.S.C. § 4941(d) ); (C) Shall not retain any excess business holdings as defined in § 4943(c) of the Code ( 26 U.S.C. § 4943(c) ); (D) Shall not make any taxable expenditures as defined in § 4944 of the Code ( 26 U.S.C. § 4944 ); and (E) Shall not make any taxable expenditures as defined in § 4945(d) of the Code ( 26 U.S.C. § 4945(d) ). (2) All references in this section to sections of the Code shall be to such sections of the Internal Revenue Code of 1986 (26 U.S.C.), as amended from time to time, or to corresponding provisions of subsequent internal revenue laws of the United States. (b) Subsection (a) shall not apply to any corporation to the extent that a court of record having equity jurisdiction shall determine that such application would be contrary to the terms of the charter or other instrument governing such corporation or governing the administration of charitable funds held by it and that the same may not be properly changed to conform to such sections. Acts 1987, ch. 242, § 1.50.
(a) (1) Except when otherwise determined by a court of competent jurisdiction, a corporation which is a "private foundation," as defined in § 509(a) of the Internal Revenue Code of 1986 ( 26 U.S.C. § 509(a) ): (A) Shall distribute such amounts for each taxable year at such time and in such manner as not to subject the corporation to tax under § 4942 of the Code ( 26 U.S.C. § 4942 ); (B) Shall not engage in any act of self-dealing as defined in § 4941(d) of the Code ( 26 U.S.C. § 4941(d) ); (C) Shall not retain any excess business holdings as defined in § 4943(c) of the Code ( 26 U.S.C. § 4943(c) ); (D) Shall not make any taxable expenditures as defined in § 4944 of the Code ( 26 U.S.C. § 4944 ); and (E) Shall not make any taxable expenditures as defined in § 4945(d) of the Code ( 26 U.S.C. § 4945(d) ). (2) All references in this section to sections of the Code shall be to such sections of the Internal Revenue Code of 1986 (26 U.S.C.), as amended from time to time, or to corresponding provisions of subsequent internal revenue laws of the United States.
(1) Except when otherwise determined by a court of competent jurisdiction, a corporation which is a "private foundation," as defined in § 509(a) of the Internal Revenue Code of 1986 ( 26 U.S.C. § 509(a) ): (A) Shall distribute such amounts for each taxable year at such time and in such manner as not to subject the corporation to tax under § 4942 of the Code ( 26 U.S.C. § 4942 ); (B) Shall not engage in any act of self-dealing as defined in § 4941(d) of the Code ( 26 U.S.C. § 4941(d) ); (C) Shall not retain any excess business holdings as defined in § 4943(c) of the Code ( 26 U.S.C. § 4943(c) ); (D) Shall not make any taxable expenditures as defined in § 4944 of the Code ( 26 U.S.C. § 4944 ); and (E) Shall not make any taxable expenditures as defined in § 4945(d) of the Code ( 26 U.S.C. § 4945(d) ).
(A) Shall distribute such amounts for each taxable year at such time and in such manner as not to subject the corporation to tax under § 4942 of the Code ( 26 U.S.C. § 4942 );
(B) Shall not engage in any act of self-dealing as defined in § 4941(d) of the Code ( 26 U.S.C. § 4941(d) );
(C) Shall not retain any excess business holdings as defined in § 4943(c) of the Code ( 26 U.S.C. § 4943(c) );
(D) Shall not make any taxable expenditures as defined in § 4944 of the Code ( 26 U.S.C. § 4944 ); and
(E) Shall not make any taxable expenditures as defined in § 4945(d) of the Code ( 26 U.S.C. § 4945(d) ).
(2) All references in this section to sections of the Code shall be to such sections of the Internal Revenue Code of 1986 (26 U.S.C.), as amended from time to time, or to corresponding provisions of subsequent internal revenue laws of the United States.
(b) Subsection (a) shall not apply to any corporation to the extent that a court of record having equity jurisdiction shall determine that such application would be contrary to the terms of the charter or other instrument governing such corporation or governing the administration of charitable funds held by it and that the same may not be properly changed to conform to such sections.
Acts 1987, ch. 242, § 1.50.
Tenn. Code Ann. § 48-24-304 — TN Code / Title 48 / Chapter 24 / Section 48-24-304
Decree of dissolution
Status: in_force

(a) If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in § 48-24-301 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it. (b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with § 48-24-105 and the notification of claimants in accordance with §§ 48-24-106 and 48-24-107 . Acts 1986, ch. 887, § 14.33.
(a) If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in § 48-24-301 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it.
(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with § 48-24-105 and the notification of claimants in accordance with §§ 48-24-106 and 48-24-107 .
Acts 1986, ch. 887, § 14.33.
Tenn. Code Ann. § 48-101-316 — TN Code / Title 48 / Chapter 101 / Section 48-101-316
Joint operation
Status: in_force

The authorities and powers herein conferred upon corporations created under this part may be exercised by two (2) or more such corporations acting jointly. Two (2) or more municipalities may by acting jointly incorporate a public corporation to effectuate the purposes of this part. When two (2) or more municipalities incorporate such a public corporation, each and every requisite pertaining to the application for incorporation, qualifications of applicants, certificate of incorporation and amendment of certificate shall be incumbent in like manner upon each municipality joining in the creation of this public corporation. Officers, but not employees, of a municipality within a public corporation organized among two (2) or more municipalities may serve as directors of such a corporation. Acts 1969, ch. 333, § 15; T.C.A., §§ 48-1915, 48-3-316.
The authorities and powers herein conferred upon corporations created under this part may be exercised by two (2) or more such corporations acting jointly. Two (2) or more municipalities may by acting jointly incorporate a public corporation to effectuate the purposes of this part. When two (2) or more municipalities incorporate such a public corporation, each and every requisite pertaining to the application for incorporation, qualifications of applicants, certificate of incorporation and amendment of certificate shall be incumbent in like manner upon each municipality joining in the creation of this public corporation. Officers, but not employees, of a municipality within a public corporation organized among two (2) or more municipalities may serve as directors of such a corporation.
Acts 1969, ch. 333, § 15; T.C.A., §§ 48-1915, 48-3-316.
Tenn. Code Ann. § 48-101-621 — TN Code / Title 48 / Chapter 101 / Section 48-101-621
Liability
Status: in_force

(a) Each individual who renders professional services as an employee of a domestic or foreign professional corporation is liable for such individual's own negligent or wrongful acts or omissions to the same extent as if that individual rendered the services as a sole practitioner. An employee of a domestic or foreign professional corporation is not liable, however, for the conduct of other employees of the corporation unless that employee is also at fault. (b) A domestic or foreign professional corporation whose employees perform professional services within the scope of their employment or of their apparent authority to act for the corporation is liable to the same extent as its employees. (c) Except as otherwise provided by statute, the personal liability of a shareholder of a domestic or foreign professional corporation is no greater in any respect than the liability of a shareholder of a corporation incorporated under the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-621.
(a) Each individual who renders professional services as an employee of a domestic or foreign professional corporation is liable for such individual's own negligent or wrongful acts or omissions to the same extent as if that individual rendered the services as a sole practitioner. An employee of a domestic or foreign professional corporation is not liable, however, for the conduct of other employees of the corporation unless that employee is also at fault.
(b) A domestic or foreign professional corporation whose employees perform professional services within the scope of their employment or of their apparent authority to act for the corporation is liable to the same extent as its employees.
(c) Except as otherwise provided by statute, the personal liability of a shareholder of a domestic or foreign professional corporation is no greater in any respect than the liability of a shareholder of a corporation incorporated under the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-621.
Tenn. Code Ann. § 48-18-103 — TN Code / Title 48 / Chapter 18 / Section 48-18-103
Number and election of directors
Status: in_force

(a) A board of directors must consist of one (1) or more individuals, with the number specified in or fixed in accordance with the charter or bylaws. (b) The charter or bylaws may provide that the board of directors has power to fix or change the number of directors, including an increase or decrease in the number of directors. Absent such a provision, only the shareholders may fix or change the number of directors, except as provided in subsection (c). (c) The charter or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders or the board of directors; provided, that unless the charter or bylaws provide otherwise, only the shareholders may change the range for the size of the board or change from a fixed to a variable-range size board or vice versa. (d) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered under § 48-18-106 or unless their terms are for more than one (1) year as provided by § 48-18-105 . Acts 1986, ch. 887, § 8.03.
(a) A board of directors must consist of one (1) or more individuals, with the number specified in or fixed in accordance with the charter or bylaws.
(b) The charter or bylaws may provide that the board of directors has power to fix or change the number of directors, including an increase or decrease in the number of directors. Absent such a provision, only the shareholders may fix or change the number of directors, except as provided in subsection (c).
(c) The charter or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders or the board of directors; provided, that unless the charter or bylaws provide otherwise, only the shareholders may change the range for the size of the board or change from a fixed to a variable-range size board or vice versa.
(d) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered under § 48-18-106 or unless their terms are for more than one (1) year as provided by § 48-18-105 .
Acts 1986, ch. 887, § 8.03.
Tenn. Code Ann. § 48-101-705 — TN Code / Title 48 / Chapter 101 / Section 48-101-705
Standard of conduct for LLC members - Indemnification - Limitation on actions - Application to private foundations
Status: in_force

(a) The standards of conduct established in §§ 48-58-301 , 48-58-302 , 48-58-303 , and 48-58-403 applicable to the directors, officers, employees and agents of the nonprofit corporation that is the sole member of a nonprofit LLC shall likewise apply to the governors, managers, employees and agents of the nonprofit LLC. (b) The indemnification provisions of chapter 58, part 5 of this title applicable to the directors, officers, employees and agents of the nonprofit corporation that is the sole member of a nonprofit LLC shall likewise apply to the governors, managers, employees and agents of the nonprofit LLC. (c) The limitation of actions and immunity from actions provided in chapter 58, part 6 of this title applicable to the directors, officers, trustees and members of the nonprofit corporation that is the sole member of a nonprofit LLC shall likewise apply to the governors and managers of the nonprofit LLC. (d) The attorney general and reporter shall have such authority, rights and obligations over nonprofit LLCs as the attorney general and reporter has over nonprofit corporations pursuant to chapters 51-68 of this title. (e) If the nonprofit corporation that is the sole member of the nonprofit LLC is a "private foundation" as defined in § 509(a) of the Internal Revenue Code of 1986 ( 26 U.S.C. § 509(a) ), the requirements of § 48-51-501 shall likewise apply to the nonprofit LLC. Amended by 2014 Tenn. Acts, ch. 899, s 95, eff. 1/1/2015. Acts 2001, ch. 418, § 1.
(a) The standards of conduct established in §§ 48-58-301 , 48-58-302 , 48-58-303 , and 48-58-403 applicable to the directors, officers, employees and agents of the nonprofit corporation that is the sole member of a nonprofit LLC shall likewise apply to the governors, managers, employees and agents of the nonprofit LLC.
(b) The indemnification provisions of chapter 58, part 5 of this title applicable to the directors, officers, employees and agents of the nonprofit corporation that is the sole member of a nonprofit LLC shall likewise apply to the governors, managers, employees and agents of the nonprofit LLC.
(c) The limitation of actions and immunity from actions provided in chapter 58, part 6 of this title applicable to the directors, officers, trustees and members of the nonprofit corporation that is the sole member of a nonprofit LLC shall likewise apply to the governors and managers of the nonprofit LLC.
(d) The attorney general and reporter shall have such authority, rights and obligations over nonprofit LLCs as the attorney general and reporter has over nonprofit corporations pursuant to chapters 51-68 of this title.
(e) If the nonprofit corporation that is the sole member of the nonprofit LLC is a "private foundation" as defined in § 509(a) of the Internal Revenue Code of 1986 ( 26 U.S.C. § 509(a) ), the requirements of § 48-51-501 shall likewise apply to the nonprofit LLC.
Amended by 2014 Tenn. Acts, ch. 899, s 95, eff. 1/1/2015.
Acts 2001, ch. 418, § 1.
Tenn. Code Ann. § 48-17-210 — TN Code / Title 48 / Chapter 17 / Section 48-17-210
Shareholders presumed sui juris
Status: in_force

A corporation may treat any of its shareholders as sui juris until written notice to the contrary is received by the corporation. Acts 1986, ch. 887, § 7.29.
A corporation may treat any of its shareholders as sui juris until written notice to the contrary is received by the corporation.
Acts 1986, ch. 887, § 7.29.
Tenn. Code Ann. § 48-58-110 — TN Code / Title 48 / Chapter 58 / Section 48-58-110
Removal of directors by judicial proceeding
Status: in_force

(a) Any court of record having equity jurisdiction in the county where a corporation's principal office (or if none in this state, its registered office) is located may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least ten percent (10%) of the voting power of any class or the attorney general and reporter in the case of a public benefit corporation if the court finds that: (1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in part 3 of this chapter; and (2) Removal is in the best interest of the corporation. (b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court. (c) If members or the attorney general and reporter commence a proceeding under subsection (a), the corporation shall be made a party defendant. (d) If a public benefit corporation or its members commence a proceeding under subsection (a), they shall give the attorney general and reporter written notice of the proceeding. Acts 1987, ch. 242, § 8.10.
(a) Any court of record having equity jurisdiction in the county where a corporation's principal office (or if none in this state, its registered office) is located may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least ten percent (10%) of the voting power of any class or the attorney general and reporter in the case of a public benefit corporation if the court finds that: (1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in part 3 of this chapter; and (2) Removal is in the best interest of the corporation.
(1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in part 3 of this chapter; and
(2) Removal is in the best interest of the corporation.
(b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court.
(c) If members or the attorney general and reporter commence a proceeding under subsection (a), the corporation shall be made a party defendant.
(d) If a public benefit corporation or its members commence a proceeding under subsection (a), they shall give the attorney general and reporter written notice of the proceeding.
Acts 1987, ch. 242, § 8.10.
Tenn. Code Ann. § 48-101-512 — TN Code / Title 48 / Chapter 101 / Section 48-101-512
Identification of solicitor
Status: in_force

(a) It is the duty of every charitable organization to furnish identification to persons who solicit contributions from the public on behalf of the charitable organization, including, but not limited to, those persons soliciting on behalf of an exempt organization or nonexempt organization and all professional solicitors. The solicitor shall be required to have and produce or display, on demand, identification indicating that the solicitor has been duly authorized by the organization for which the solicitor is soliciting. Such identification shall include, but not be limited to, the name of the holder of the identification and the name and the registration number of the charitable organization. (b) If a person solicits by telephone, then the identifications required by subsection (a) must be made orally. Amended by 2024 Tenn. Acts, ch. 533,s 25, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Acts 1976, ch. 735, § 12; T.C.A., § 48-2212; Acts 1989, ch. 285, §§ 21, 22; T.C.A., § 48-3-512.
(a) It is the duty of every charitable organization to furnish identification to persons who solicit contributions from the public on behalf of the charitable organization, including, but not limited to, those persons soliciting on behalf of an exempt organization or nonexempt organization and all professional solicitors. The solicitor shall be required to have and produce or display, on demand, identification indicating that the solicitor has been duly authorized by the organization for which the solicitor is soliciting. Such identification shall include, but not be limited to, the name of the holder of the identification and the name and the registration number of the charitable organization.
(b) If a person solicits by telephone, then the identifications required by subsection (a) must be made orally.
Amended by 2024 Tenn. Acts, ch. 533,s 25, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Acts 1976, ch. 735, § 12; T.C.A., § 48-2212; Acts 1989, ch. 285, §§ 21, 22; T.C.A., § 48-3-512.
Tenn. Code Ann. § 48-102-401 — TN Code / Title 48 / Chapter 102 / Section 48-102-401
Ownership of realty
Status: in_force

The officers and members of a post of the American Legion, Veterans of Foreign Wars, Disabled American Veterans, American Veterans of World War II, Veterans of World War I of the U.S.A., Inc., or any other veterans' organization operating in this state and chartered by the congress of the United States may purchase, own, hold, or take by deed, or otherwise, such quantity of ground or real estate for the purpose of building a hall, or for a burial place, or otherwise, as may be deemed necessary by such officers and members, or may purchase, own, hold, or take by deed or otherwise a lot and building or lots and buildings, for the purpose of converting into and using the same as a suitable hall, or otherwise. The deed or other instrument shall vest title to the real estate, in the name of the post and for its use and benefit and that of its members. Acts 1925, ch. 152, § 1; Shan. Supp., § 2577a14; Code 1932, § 4428; Acts 1945, ch. 90, § 1; C. Supp. 1950, § 4428; Acts 1967, ch. 298, § 2; T.C.A. (orig. ed.), §§ 48-1519, 48-4-401.
The officers and members of a post of the American Legion, Veterans of Foreign Wars, Disabled American Veterans, American Veterans of World War II, Veterans of World War I of the U.S.A., Inc., or any other veterans' organization operating in this state and chartered by the congress of the United States may purchase, own, hold, or take by deed, or otherwise, such quantity of ground or real estate for the purpose of building a hall, or for a burial place, or otherwise, as may be deemed necessary by such officers and members, or may purchase, own, hold, or take by deed or otherwise a lot and building or lots and buildings, for the purpose of converting into and using the same as a suitable hall, or otherwise. The deed or other instrument shall vest title to the real estate, in the name of the post and for its use and benefit and that of its members.
Acts 1925, ch. 152, § 1; Shan. Supp., § 2577a14; Code 1932, § 4428; Acts 1945, ch. 90, § 1; C. Supp. 1950, § 4428; Acts 1967, ch. 298, § 2; T.C.A. (orig. ed.), §§ 48-1519, 48-4-401.
Tenn. Code Ann. § 48-249-603 — TN Code / Title 48 / Chapter 249 / Section 48-249-603
Nonjudicial dissolution by members
Status: in_force

(a) Manner of dissolution. An LLC may be dissolved by the members: (1) Upon any event of dissolution set forth in the LLC documents or this chapter requiring member action; (2) By any procedures set forth in the LLC documents; or (3) By the members, when authorized in the manner set forth in this section. (b) Approval. (1) The proposed dissolution of the LLC shall be submitted for approval at a meeting of members. Notice, in accordance with this chapter and the LLC documents, shall be given to each member, whether or not entitled to vote at a meeting of members, and whether the meeting is a regular or a special meeting. Such notice shall state that a purpose of the meeting is to consider dissolving the LLC, and that dissolution shall be followed by the winding up and termination of the LLC. (2) If the proposed dissolution of the LLC is approved at a meeting of the members by a majority vote, or such other vote as may be provided for in the LLC documents, the LLC shall be dissolved and notice of dissolution shall be filed with the office of the secretary of state under § 48-249-609 . Acts 2005, ch. 286, § 1.
(a) Manner of dissolution. An LLC may be dissolved by the members: (1) Upon any event of dissolution set forth in the LLC documents or this chapter requiring member action; (2) By any procedures set forth in the LLC documents; or (3) By the members, when authorized in the manner set forth in this section.
(1) Upon any event of dissolution set forth in the LLC documents or this chapter requiring member action;
(2) By any procedures set forth in the LLC documents; or
(3) By the members, when authorized in the manner set forth in this section.
(b) Approval. (1) The proposed dissolution of the LLC shall be submitted for approval at a meeting of members. Notice, in accordance with this chapter and the LLC documents, shall be given to each member, whether or not entitled to vote at a meeting of members, and whether the meeting is a regular or a special meeting. Such notice shall state that a purpose of the meeting is to consider dissolving the LLC, and that dissolution shall be followed by the winding up and termination of the LLC. (2) If the proposed dissolution of the LLC is approved at a meeting of the members by a majority vote, or such other vote as may be provided for in the LLC documents, the LLC shall be dissolved and notice of dissolution shall be filed with the office of the secretary of state under § 48-249-609 .
(1) The proposed dissolution of the LLC shall be submitted for approval at a meeting of members. Notice, in accordance with this chapter and the LLC documents, shall be given to each member, whether or not entitled to vote at a meeting of members, and whether the meeting is a regular or a special meeting. Such notice shall state that a purpose of the meeting is to consider dissolving the LLC, and that dissolution shall be followed by the winding up and termination of the LLC.
(2) If the proposed dissolution of the LLC is approved at a meeting of the members by a majority vote, or such other vote as may be provided for in the LLC documents, the LLC shall be dissolved and notice of dissolution shall be filed with the office of the secretary of state under § 48-249-609 .
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-56-205 — TN Code / Title 48 / Chapter 56 / Section 48-56-205
Creditor's action against member
Status: in_force

(a) No proceeding may be brought by a creditor of a corporation to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such proceeding would be useless. (b) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subsection (a) to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in such proceeding. (c) Nothing provided in subsection (a) or (b) is intended to preclude the availability of other remedies to a creditor. Acts 1987, ch. 242, § 6.24.
(a) No proceeding may be brought by a creditor of a corporation to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such proceeding would be useless.
(b) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subsection (a) to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in such proceeding.
(c) Nothing provided in subsection (a) or (b) is intended to preclude the availability of other remedies to a creditor.
Acts 1987, ch. 242, § 6.24.
Tenn. Code Ann. § 48-101-201 — TN Code / Title 48 / Chapter 101 / Section 48-101-201
Short title
Status: in_force

This part may be known and cited as the "Massachusetts Trust Act of 1961." Acts 1961, ch. 247, § 1; T.C.A., §§ 48-1801, 48-3-201.
This part may be known and cited as the "Massachusetts Trust Act of 1961."
Acts 1961, ch. 247, § 1; T.C.A., §§ 48-1801, 48-3-201.
Tenn. Code Ann. § 48-249-1115 — TN Code / Title 48 / Chapter 249 / Section 48-249-1115
Termination of membership interest or financial rights of a disqualified person
Status: in_force

If the membership interest or financial rights of a member or holder of financial rights is not or are not purchased under § 48-249-1112 or 48-249-1113 within ten (10) months after the death of the member or holder, or within five (5) months after the occurrence of any other event giving rise to the PLLC's purchase obligation under § 48-249-1111(a) , the PLLC shall immediately terminate the membership interest or financial rights on the PLLC's books, and the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a) , as well as the member or holder of financial rights, if different from such person, has no further membership interest or financial rights in the PLLC, other than such person's right to payment of the fair value of the membership interest or financial rights under § 48-249-1112 or 48-249-1113 . Acts 2005, ch. 286, § 1.
If the membership interest or financial rights of a member or holder of financial rights is not or are not purchased under § 48-249-1112 or 48-249-1113 within ten (10) months after the death of the member or holder, or within five (5) months after the occurrence of any other event giving rise to the PLLC's purchase obligation under § 48-249-1111(a) , the PLLC shall immediately terminate the membership interest or financial rights on the PLLC's books, and the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a) , as well as the member or holder of financial rights, if different from such person, has no further membership interest or financial rights in the PLLC, other than such person's right to payment of the fair value of the membership interest or financial rights under § 48-249-1112 or 48-249-1113 .
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-18-110 — TN Code / Title 48 / Chapter 18 / Section 48-18-110
Vacancy on board
Status: in_force

(a) Unless the charter provides otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors or a vacancy resulting from a removal with or without cause: (1) The shareholders may fill the vacancy; (2) The board of directors may fill the vacancy; or (3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. (b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders. (c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under § 48-18-107(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. Acts 1986, ch. 887, § 8.10.
(a) Unless the charter provides otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors or a vacancy resulting from a removal with or without cause: (1) The shareholders may fill the vacancy; (2) The board of directors may fill the vacancy; or (3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(1) The shareholders may fill the vacancy;
(2) The board of directors may fill the vacancy; or
(3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.
(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under § 48-18-107(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
Acts 1986, ch. 887, § 8.10.
Tenn. Code Ann. § 48-101-521 — TN Code / Title 48 / Chapter 101 / Section 48-101-521
Requirement of filing financial reports by charitable organizations soliciting and receiving contributions for disasters
Status: in_force

(a) Any charitable organization, other than a bona fide religious institution, that solicits and receives contributions exceeding twenty-five thousand dollars ($25,000) for a charitable purpose related to a disaster in this state shall file quarterly financial reports with the secretary of state, on forms prescribed by the secretary of state, detailing the money raised and expended by the organization as a result of the solicitation, until the funds are expended. The first quarterly report shall be filed on the last day of the third month following the commencement of solicitations. (b) Any charitable organization other than a bona fide religious institution, which solicited and received contributions exceeding twenty-five thousand dollars ($25,000) for a charitable purpose related to a disaster in this state between May 1, 2010, and May 20, 2011, shall file a financial report with the secretary of state, on a form prescribed by the secretary of state, on June 30, 2011. The report shall detail all funds received and expended by the organization as a result of the solicitation. After June 30, 2011, the organization shall file quarterly financial reports with the secretary of state, on forms prescribed by the secretary of state, detailing the money raised and expended by the organization as a result of the solicitation, until the funds are expended. (c) Any charitable organization, other than a bona fide religious institution, that solicits and receives contributions exceeding twenty-five thousand dollars ($25,000) for a charitable purpose related to a disaster in this state and that does not expend all contributions received within two (2) years of the commencement of solicitations shall file a report with both the secretary of state and the attorney general and reporter detailing both the timing and anticipated placement for the expenditures of the remaining funds. This report must be filed by the last day of the twenty-fourth month following the commencement of solicitations. A charitable organization may request an exemption from the requirements of this subsection (c) from the secretary of state and the attorney general and reporter; however, both the secretary of state and the attorney general and reporter must first approve the request. Amended by 2023 Tenn. Acts, ch. 231, s 11, eff. 7/1/2023. Acts 2011 , ch. 232, § 4.
(a) Any charitable organization, other than a bona fide religious institution, that solicits and receives contributions exceeding twenty-five thousand dollars ($25,000) for a charitable purpose related to a disaster in this state shall file quarterly financial reports with the secretary of state, on forms prescribed by the secretary of state, detailing the money raised and expended by the organization as a result of the solicitation, until the funds are expended. The first quarterly report shall be filed on the last day of the third month following the commencement of solicitations.
(b) Any charitable organization other than a bona fide religious institution, which solicited and received contributions exceeding twenty-five thousand dollars ($25,000) for a charitable purpose related to a disaster in this state between May 1, 2010, and May 20, 2011, shall file a financial report with the secretary of state, on a form prescribed by the secretary of state, on June 30, 2011. The report shall detail all funds received and expended by the organization as a result of the solicitation. After June 30, 2011, the organization shall file quarterly financial reports with the secretary of state, on forms prescribed by the secretary of state, detailing the money raised and expended by the organization as a result of the solicitation, until the funds are expended.
(c) Any charitable organization, other than a bona fide religious institution, that solicits and receives contributions exceeding twenty-five thousand dollars ($25,000) for a charitable purpose related to a disaster in this state and that does not expend all contributions received within two (2) years of the commencement of solicitations shall file a report with both the secretary of state and the attorney general and reporter detailing both the timing and anticipated placement for the expenditures of the remaining funds. This report must be filed by the last day of the twenty-fourth month following the commencement of solicitations. A charitable organization may request an exemption from the requirements of this subsection (c) from the secretary of state and the attorney general and reporter; however, both the secretary of state and the attorney general and reporter must first approve the request.
Amended by 2023 Tenn. Acts, ch. 231, s 11, eff. 7/1/2023.
Acts 2011 , ch. 232, § 4.
Tenn. Code Ann. § 48-242-102 — TN Code / Title 48 / Chapter 242 / Section 48-242-102
Advances
Status: in_force

Unless otherwise provided in the articles or the operating agreement, an LLC may, without a vote of the governors or its members, advance money to its governors, managers, or employees to cover expenses that can reasonably be anticipated to be incurred by them in the ordinary course of the performance of their duties and for which they would be entitled to reimbursement in the absence of an advance. Acts 1994, ch. 868, § 1.
Unless otherwise provided in the articles or the operating agreement, an LLC may, without a vote of the governors or its members, advance money to its governors, managers, or employees to cover expenses that can reasonably be anticipated to be incurred by them in the ordinary course of the performance of their duties and for which they would be entitled to reimbursement in the absence of an advance.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-250-113 — TN Code / Title 48 / Chapter 250 / Section 48-250-113
Dissolution
Status: in_force

(a) A decentralized organization is dissolved upon the occurrence of the following: (1) The period fixed for the duration of the organization expires; (2) By vote of the majority of the members of a member-managed decentralized organization; (3) At the time or upon the occurrence of events specified in the underlying smart contracts, or articles of organization, or operating agreement; (4) The decentralized organization failed to approve proposals or take actions for a period of one (1) year; or (5) By order of the secretary of state, if the decentralized organization is deemed to no longer perform a lawful purpose. (b) As soon as possible following the occurrence of an event specified in subsection (a), the organization must execute a statement of intent to dissolve in the form prescribed by the secretary of state. Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
(a) A decentralized organization is dissolved upon the occurrence of the following: (1) The period fixed for the duration of the organization expires; (2) By vote of the majority of the members of a member-managed decentralized organization; (3) At the time or upon the occurrence of events specified in the underlying smart contracts, or articles of organization, or operating agreement; (4) The decentralized organization failed to approve proposals or take actions for a period of one (1) year; or (5) By order of the secretary of state, if the decentralized organization is deemed to no longer perform a lawful purpose.
(1) The period fixed for the duration of the organization expires;
(2) By vote of the majority of the members of a member-managed decentralized organization;
(3) At the time or upon the occurrence of events specified in the underlying smart contracts, or articles of organization, or operating agreement;
(4) The decentralized organization failed to approve proposals or take actions for a period of one (1) year; or
(5) By order of the secretary of state, if the decentralized organization is deemed to no longer perform a lawful purpose.
(b) As soon as possible following the occurrence of an event specified in subsection (a), the organization must execute a statement of intent to dissolve in the form prescribed by the secretary of state.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
Tenn. Code Ann. § 48-51-308 — TN Code / Title 48 / Chapter 51 / Section 48-51-308
Evidentiary effect of copy of filed document
Status: in_force

A certificate attached, or certification affixed, to a copy of a document filed by the secretary of state, bearing the secretary of state's signature (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state. Acts 1987, ch. 242, § 1.37.
A certificate attached, or certification affixed, to a copy of a document filed by the secretary of state, bearing the secretary of state's signature (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state.
Acts 1987, ch. 242, § 1.37.
Tenn. Code Ann. § 48-249-107 — TN Code / Title 48 / Chapter 249 / Section 48-249-107
Reserved name
Status: repealed

(a) Reserving a name. A person may reserve the exclusive right to use a name for a domestic or foreign LLC, including an assumed name, by filing an application with the secretary of state. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the name applied for meets the requirements of § 48-249-106 and is available, the secretary of state shall reserve the name for the applicant's exclusive use for a four-month period. Upon the expiration of the four-month period, the same party, or any other party, may apply to reserve the same name. (b) Transfer of reserved name. The person holding the right to use a name reserved under this section, including an assumed name, may transfer the reservation to another person by filing a notice of the transfer with the secretary of state, signed by the person holding the right to use the reserved name, that states the reserved name being transferred and the name and address of the transferee. (c) Cancellation of reserved name. The reservation of a specific name may be cancelled by filing a notice with the secretary of state, executed by the person holding the right to use the reserved name, specifying the reserved name being cancelled and the name and address of the person holding the right to use the reserved name. Acts 2005, ch. 286, § 1.
(a) Reserving a name. A person may reserve the exclusive right to use a name for a domestic or foreign LLC, including an assumed name, by filing an application with the secretary of state. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the name applied for meets the requirements of § 48-249-106 and is available, the secretary of state shall reserve the name for the applicant's exclusive use for a four-month period. Upon the expiration of the four-month period, the same party, or any other party, may apply to reserve the same name.
(b) Transfer of reserved name. The person holding the right to use a name reserved under this section, including an assumed name, may transfer the reservation to another person by filing a notice of the transfer with the secretary of state, signed by the person holding the right to use the reserved name, that states the reserved name being transferred and the name and address of the transferee.
(c) Cancellation of reserved name. The reservation of a specific name may be cancelled by filing a notice with the secretary of state, executed by the person holding the right to use the reserved name, specifying the reserved name being cancelled and the name and address of the person holding the right to use the reserved name.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-246-101 — TN Code / Title 48 / Chapter 246 / Section 48-246-101
Governing law
Status: in_force

Subject to the Constitution of Tennessee: (1) The laws of the jurisdiction under which a foreign LLC is formed or organized govern its formation or organization and internal affairs and the liability of its members and representatives, regardless of whether the foreign LLC procured or should have procured a certificate of authority under this chapter; and (2) Except as provided in § 48-248-501 , a foreign LLC may not be denied a certificate of authority to transact business in this state by reason of any difference between the laws of the jurisdiction of its organization and the laws of this state. Acts 1994, ch. 868, § 1.
Subject to the Constitution of Tennessee:
(1) The laws of the jurisdiction under which a foreign LLC is formed or organized govern its formation or organization and internal affairs and the liability of its members and representatives, regardless of whether the foreign LLC procured or should have procured a certificate of authority under this chapter; and
(2) Except as provided in § 48-248-501 , a foreign LLC may not be denied a certificate of authority to transact business in this state by reason of any difference between the laws of the jurisdiction of its organization and the laws of this state.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-18-108 — TN Code / Title 48 / Chapter 18 / Section 48-18-108
Removal of directors
Status: in_force

(a) The shareholders may remove one (1) or more directors with or without cause unless the charter provides that directors may be removed only for cause. (b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove the director without cause. (c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director. (d) If so provided by the charter, any or all of the directors may be removed for cause by a vote of a majority of the entire board of directors. (e) A director may be removed by the shareholders or directors only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of directors. Acts 1986, ch. 887, § 8.08.
(a) The shareholders may remove one (1) or more directors with or without cause unless the charter provides that directors may be removed only for cause.
(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove the director without cause.
(c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.
(d) If so provided by the charter, any or all of the directors may be removed for cause by a vote of a majority of the entire board of directors.
(e) A director may be removed by the shareholders or directors only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of directors.
Acts 1986, ch. 887, § 8.08.
Tenn. Code Ann. § 48-51-402 — TN Code / Title 48 / Chapter 51 / Section 48-51-402
Deputies of secretary of state
Status: in_force

An act of a duly authorized deputy of the secretary of state in the secretary of state's behalf under chapters 51-68 of this title is the equivalent of the act of the secretary of state; provided, that the name of the secretary of state is signed by such deputy as deputy. Acts 1987, ch. 242, § 1.41.
An act of a duly authorized deputy of the secretary of state in the secretary of state's behalf under chapters 51-68 of this title is the equivalent of the act of the secretary of state; provided, that the name of the secretary of state is signed by such deputy as deputy.
Acts 1987, ch. 242, § 1.41.
Tenn. Code Ann. § 48-249-1014 — TN Code / Title 48 / Chapter 249 / Section 48-249-1014
Penalty for transacting business in Tennessee in violation of articles
Status: in_force

In the event an LLC is prohibited from transacting business in this state by its articles but actually transacts business in this state, and, but for § 48-249-1007(d) , the LLC would have paid a larger initial or annual filing fee under § 48-249-1007(d) , the LLC shall be fined an amount equal to three (3) times the initial or annual filing fee, less the amount actually paid, for each year, or part of each year, in which it actually transacts business in this state. Acts 2005, ch. 286, § 1.
In the event an LLC is prohibited from transacting business in this state by its articles but actually transacts business in this state, and, but for § 48-249-1007(d) , the LLC would have paid a larger initial or annual filing fee under § 48-249-1007(d) , the LLC shall be fined an amount equal to three (3) times the initial or annual filing fee, less the amount actually paid, for each year, or part of each year, in which it actually transacts business in this state.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-245-401 — TN Code / Title 48 / Chapter 245 / Section 48-245-401
Filing notice of dissolution and effect
Status: in_force

(a) Contents. If dissolution of the LLC is approved pursuant to § 48-245-202(a) , or it occurs under § 48-245-101(a)(5) , the LLC shall file with the secretary of state a notice of dissolution, unless the existence and business of the LLC is continued pursuant to § 48-245-101(b) . The notice must contain: (1) The name of the LLC; and (2) (A) If the dissolution is approved pursuant to § 48-245-202(b) , the date of the meeting at which the resolution was approved, and a statement that the requisite vote of the members was received, or that members validly took action without a meeting; or (B) If the dissolution occurs under § 48-245-101(a)(5) , by the termination of a membership interest of a member, a statement that the continued membership of a member has terminated, and the date of that termination. (b) Winding Up. When the notice of dissolution has been filed with the secretary of state, the LLC shall cease to carry on its business, except to the extent necessary (or appropriate) for the winding up of the business of the LLC. The members shall retain the right to revoke the dissolution in accordance with § 48-245-601 and the right to remove or appoint governors or managers. The LLC's existence continues to the extent necessary to wind up the affairs of the LLC until the dissolution is revoked or articles of termination are filed with the secretary of state. (c) Certain Mergers Permitted During Winding Up. As part of winding up, the LLC may participate in a merger with another LLC or one (1) or more foreign or domestic business entities under chapter 244 of this title, but the dissolved LLC shall not be the surviving business entity. (d) Remedies Continued. The filing with the secretary of state of a notice of dissolution does not affect any remedy in favor of the LLC or any remedy against it or its members, governors, or managers in those capacities, except as provided in § 48-245-502 . Amended by 2016 Tenn. Acts, ch. 688,s 8, eff. 7/1/2016. Acts 1994, ch. 868, § 1.
(a) Contents. If dissolution of the LLC is approved pursuant to § 48-245-202(a) , or it occurs under § 48-245-101(a)(5) , the LLC shall file with the secretary of state a notice of dissolution, unless the existence and business of the LLC is continued pursuant to § 48-245-101(b) . The notice must contain: (1) The name of the LLC; and (2) (A) If the dissolution is approved pursuant to § 48-245-202(b) , the date of the meeting at which the resolution was approved, and a statement that the requisite vote of the members was received, or that members validly took action without a meeting; or (B) If the dissolution occurs under § 48-245-101(a)(5) , by the termination of a membership interest of a member, a statement that the continued membership of a member has terminated, and the date of that termination.
(1) The name of the LLC; and
(2) (A) If the dissolution is approved pursuant to § 48-245-202(b) , the date of the meeting at which the resolution was approved, and a statement that the requisite vote of the members was received, or that members validly took action without a meeting; or (B) If the dissolution occurs under § 48-245-101(a)(5) , by the termination of a membership interest of a member, a statement that the continued membership of a member has terminated, and the date of that termination.
(A) If the dissolution is approved pursuant to § 48-245-202(b) , the date of the meeting at which the resolution was approved, and a statement that the requisite vote of the members was received, or that members validly took action without a meeting; or
(B) If the dissolution occurs under § 48-245-101(a)(5) , by the termination of a membership interest of a member, a statement that the continued membership of a member has terminated, and the date of that termination.
(b) Winding Up. When the notice of dissolution has been filed with the secretary of state, the LLC shall cease to carry on its business, except to the extent necessary (or appropriate) for the winding up of the business of the LLC. The members shall retain the right to revoke the dissolution in accordance with § 48-245-601 and the right to remove or appoint governors or managers. The LLC's existence continues to the extent necessary to wind up the affairs of the LLC until the dissolution is revoked or articles of termination are filed with the secretary of state.
(c) Certain Mergers Permitted During Winding Up. As part of winding up, the LLC may participate in a merger with another LLC or one (1) or more foreign or domestic business entities under chapter 244 of this title, but the dissolved LLC shall not be the surviving business entity.
(d) Remedies Continued. The filing with the secretary of state of a notice of dissolution does not affect any remedy in favor of the LLC or any remedy against it or its members, governors, or managers in those capacities, except as provided in § 48-245-502 .
Amended by 2016 Tenn. Acts, ch. 688,s 8, eff. 7/1/2016.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-66-105 — TN Code / Title 48 / Chapter 66 / Section 48-66-105
Limitations on use of membership list
Status: in_force

Without the consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof may not be: (1) Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation; (2) Used for any commercial purpose; or (3) Given or sold to or purchased by any person. Acts 1987, ch. 242, § 16.05.
Without the consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof may not be:
(1) Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;
(2) Used for any commercial purpose; or
(3) Given or sold to or purchased by any person.
Acts 1987, ch. 242, § 16.05.
Tenn. Code Ann. § 48-18-601 — TN Code / Title 48 / Chapter 18 / Section 48-18-601
Limitation of actions for breach of fiduciary duty
Status: in_force

Any action alleging breach of fiduciary duties by directors or officers, including alleged violations of the standards established in § 48-18-301 , § 48-18-403 or part 7 of this chapter, must be brought within one (1) year from the date of such breach or violation; provided, that in the event the alleged breach or violation is not discovered nor reasonably should have been discovered within the one-year period, the period of limitation shall be one (1) year from the date such was discovered or reasonably should have been discovered. In no event shall any such action be brought more than three (3) years after the date on which the breach or violation occurred, except where there is fraudulent concealment on the part of the defendant, in which case the action shall be commenced within one (1) year after the alleged breach or violation is, or should have been, discovered. Acts 1986, ch. 887, § 8.60; 2012, ch. 1051, § 35.
Any action alleging breach of fiduciary duties by directors or officers, including alleged violations of the standards established in § 48-18-301 , § 48-18-403 or part 7 of this chapter, must be brought within one (1) year from the date of such breach or violation; provided, that in the event the alleged breach or violation is not discovered nor reasonably should have been discovered within the one-year period, the period of limitation shall be one (1) year from the date such was discovered or reasonably should have been discovered. In no event shall any such action be brought more than three (3) years after the date on which the breach or violation occurred, except where there is fraudulent concealment on the part of the defendant, in which case the action shall be commenced within one (1) year after the alleged breach or violation is, or should have been, discovered.
Acts 1986, ch. 887, § 8.60; 2012, ch. 1051, § 35.
Tenn. Code Ann. § 48-245-503 — TN Code / Title 48 / Chapter 245 / Section 48-245-503
Articles of termination
Status: in_force

(a) The articles of termination shall be filed with the secretary of state upon the dissolution and the completion of winding up of the LLC. (b) Articles of termination shall set forth: (1) The name of the LLC; (2) The date of filing of its articles of organization; (3) The reason for the filing of the articles of termination; (4) Whether known and potential creditors and claimants have been notified of the dissolution under § 48-245-502 ; and (5) Any other information which the person filing the articles of termination determines necessary or desirable to include. (c) The secretary of state shall file the articles of termination if the secretary of state finds that the articles of termination: (1) Comply with subsection (b); and (2) Are accompanied by a tax clearance for termination or withdrawal relative to such LLC. Acts 1994, ch. 868, § 1; 2010, ch. 741, § 30.
(a) The articles of termination shall be filed with the secretary of state upon the dissolution and the completion of winding up of the LLC.
(b) Articles of termination shall set forth: (1) The name of the LLC; (2) The date of filing of its articles of organization; (3) The reason for the filing of the articles of termination; (4) Whether known and potential creditors and claimants have been notified of the dissolution under § 48-245-502 ; and (5) Any other information which the person filing the articles of termination determines necessary or desirable to include.
(1) The name of the LLC;
(2) The date of filing of its articles of organization;
(3) The reason for the filing of the articles of termination;
(4) Whether known and potential creditors and claimants have been notified of the dissolution under § 48-245-502 ; and
(5) Any other information which the person filing the articles of termination determines necessary or desirable to include.
(c) The secretary of state shall file the articles of termination if the secretary of state finds that the articles of termination: (1) Comply with subsection (b); and (2) Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.
(1) Comply with subsection (b); and
(2) Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.
Acts 1994, ch. 868, § 1; 2010, ch. 741, § 30.
Tenn. Code Ann. § 48-249-307 — TN Code / Title 48 / Chapter 249 / Section 48-249-307
Liability for unlawful distributions
Status: in_force

(a) Personal liability for approving. A member, manager or director of an LLC who votes for or consents to a distribution made in violation of § 48-249-306 or the LLC documents is personally liable to the LLC for the amount of the distribution that exceeds the amount that could have been distributed without violating § 48-249-306 or the LLC documents, if such member, manager or director did not comply with the applicable standards of conduct for such member, manager or director, as set forth in § 48-249-403 . (b) Personal liability for receiving. A member or holder of financial rights who receives a distribution, and who knows the distribution was made in violation of § 48-249-306 or the LLC documents, is personally liable to the LLC, but only to the extent that the distribution received by the member or holder of financial rights exceeded the amount that could have been properly distributed under § 48-249-306 or the LLC documents. (c) Permitted impleader. A member, holder of financial rights, manager or director against whom an action is brought under this section may implead in the action all: (1) Other members, holders of financial rights, managers and directors who voted for or consented to the distribution in violation of subsection (a), and may compel contribution from them; and (2) Members and holders of financial rights who received a distribution in violation of subsection (b), and may compel contribution from the members or holders of financial rights in the amount received in violation of subsection (b). (d) Time limitation. A member or holder of financial rights who receives a distribution from an LLC or a member, manager or director who votes for or consents to the distribution shall have no liability under this section or other applicable law for the amount of the distribution after the expiration of three (3) years from the date of the distribution. Acts 2005, ch. 286, § 1; 2006, ch. 620, §§ 25, 26.
(a) Personal liability for approving. A member, manager or director of an LLC who votes for or consents to a distribution made in violation of § 48-249-306 or the LLC documents is personally liable to the LLC for the amount of the distribution that exceeds the amount that could have been distributed without violating § 48-249-306 or the LLC documents, if such member, manager or director did not comply with the applicable standards of conduct for such member, manager or director, as set forth in § 48-249-403 .
(b) Personal liability for receiving. A member or holder of financial rights who receives a distribution, and who knows the distribution was made in violation of § 48-249-306 or the LLC documents, is personally liable to the LLC, but only to the extent that the distribution received by the member or holder of financial rights exceeded the amount that could have been properly distributed under § 48-249-306 or the LLC documents.
(c) Permitted impleader. A member, holder of financial rights, manager or director against whom an action is brought under this section may implead in the action all: (1) Other members, holders of financial rights, managers and directors who voted for or consented to the distribution in violation of subsection (a), and may compel contribution from them; and (2) Members and holders of financial rights who received a distribution in violation of subsection (b), and may compel contribution from the members or holders of financial rights in the amount received in violation of subsection (b).
(1) Other members, holders of financial rights, managers and directors who voted for or consented to the distribution in violation of subsection (a), and may compel contribution from them; and
(2) Members and holders of financial rights who received a distribution in violation of subsection (b), and may compel contribution from the members or holders of financial rights in the amount received in violation of subsection (b).
(d) Time limitation. A member or holder of financial rights who receives a distribution from an LLC or a member, manager or director who votes for or consents to the distribution shall have no liability under this section or other applicable law for the amount of the distribution after the expiration of three (3) years from the date of the distribution.
Acts 2005, ch. 286, § 1; 2006, ch. 620, §§ 25, 26.
Tenn. Code Ann. § 48-101-202 — TN Code / Title 48 / Chapter 101 / Section 48-101-202
Definition - Levy of tax authorized
Status: in_force

(a) A Massachusetts trust is an unincorporated business association created at common law by an instrument under which property is held and managed by trustees for the benefit and profit of such persons as may be or may become the holders of transferable certificates evidencing beneficial interests in the trust estate, the holders of which certificates are entitled to the same limitation of personal liability extended to stockholders of private corporations. (b) Nothing contained in this chapter shall be construed or held to authorize the levy of any tax on earnings or distributions from an investment fund organized as a unit investment trust taxable as a grantor trust under 26 U.S.C. §§ 671 - 677 (whether or not such trust would otherwise constitute a business trust); provided, that not less than seventy-five percent (75%) of the value of the investments of such investment fund shall be in any combination of bonds of the United States, state of Tennessee, or any county or any municipality or political subdivision of the state, including any agency, board, authority, or commission of the state or its subdivisions. Acts 1961, ch. 247, § 2; T.C.A., § 48-1802; Acts 1989, ch. 524, § 5; T.C.A., § 48-3-202.
(a) A Massachusetts trust is an unincorporated business association created at common law by an instrument under which property is held and managed by trustees for the benefit and profit of such persons as may be or may become the holders of transferable certificates evidencing beneficial interests in the trust estate, the holders of which certificates are entitled to the same limitation of personal liability extended to stockholders of private corporations.
(b) Nothing contained in this chapter shall be construed or held to authorize the levy of any tax on earnings or distributions from an investment fund organized as a unit investment trust taxable as a grantor trust under 26 U.S.C. §§ 671 - 677 (whether or not such trust would otherwise constitute a business trust); provided, that not less than seventy-five percent (75%) of the value of the investments of such investment fund shall be in any combination of bonds of the United States, state of Tennessee, or any county or any municipality or political subdivision of the state, including any agency, board, authority, or commission of the state or its subdivisions.
Acts 1961, ch. 247, § 2; T.C.A., § 48-1802; Acts 1989, ch. 524, § 5; T.C.A., § 48-3-202.
Tenn. Code Ann. § 48-101-601 — TN Code / Title 48 / Chapter 101 / Section 48-101-601
Short title
Status: in_force

This part shall be known and may be cited as the "Tennessee Professional Corporation Act." Acts 1992, ch. 698, § 1; T.C.A., § 48-3-601.
This part shall be known and may be cited as the "Tennessee Professional Corporation Act."
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-601.
Tenn. Code Ann. § 48-239-102 — TN Code / Title 48 / Chapter 239 / Section 48-239-102
Qualifications and election
Status: in_force

(a) Natural Person. Governors must be natural persons. The method of election and any additional qualifications for governors may be imposed by or in the manner provided in the articles or operating agreement. (b) Nonresident. Unless the articles or operating agreement provides otherwise, a governor need not be a resident of this state or a member of the LLC. (c) Governor Other Than a Natural Person. Except for members, all governors shall be natural persons. In the event an entity that is a member is elected governor, the entity shall exercise its duties and authority by such officer or agent as the bylaws or equivalent of such entity may prescribe or, in the absence of such a provision, as the board of directors, board of governors or equivalent of such entity may determine. The secretary of the LLC shall be provided with written directions as to whom the designated natural person is that is to function on behalf of the entity. This designation may be changed from time to time. The LLC may rely upon the representations of such officer or agent as to the authority unless such authority is questioned. (d) Deemed Resignation of a Governor Other Than a Natural Person. In the event a governor, other than a natural person, bankrupts or dissolves, such governor is deemed to have immediately resigned as a governor. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 54.
(a) Natural Person. Governors must be natural persons. The method of election and any additional qualifications for governors may be imposed by or in the manner provided in the articles or operating agreement.
(b) Nonresident. Unless the articles or operating agreement provides otherwise, a governor need not be a resident of this state or a member of the LLC.
(c) Governor Other Than a Natural Person. Except for members, all governors shall be natural persons. In the event an entity that is a member is elected governor, the entity shall exercise its duties and authority by such officer or agent as the bylaws or equivalent of such entity may prescribe or, in the absence of such a provision, as the board of directors, board of governors or equivalent of such entity may determine. The secretary of the LLC shall be provided with written directions as to whom the designated natural person is that is to function on behalf of the entity. This designation may be changed from time to time. The LLC may rely upon the representations of such officer or agent as to the authority unless such authority is questioned.
(d) Deemed Resignation of a Governor Other Than a Natural Person. In the event a governor, other than a natural person, bankrupts or dissolves, such governor is deemed to have immediately resigned as a governor.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 54.
Tenn. Code Ann. § 48-18-109 — TN Code / Title 48 / Chapter 18 / Section 48-18-109
Removal of directors by judicial proceeding
Status: in_force

(a) Any court of record having equity jurisdiction in the county where a corporation's principal office (or, if none in this state, its registered office) is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least ten percent (10%) of the outstanding shares of any class if the court finds that: (1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation; and (2) Removal is in the best interest of the corporation. (b) The court that removes a director may bar the director from reelection for a period prescribed by the court. (c) If shareholders commence a proceeding under subsection (a), they shall make the corporation a party defendant. Acts 1986, ch. 887, § 8.09.
(a) Any court of record having equity jurisdiction in the county where a corporation's principal office (or, if none in this state, its registered office) is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least ten percent (10%) of the outstanding shares of any class if the court finds that: (1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation; and (2) Removal is in the best interest of the corporation.
(1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation; and
(2) Removal is in the best interest of the corporation.
(b) The court that removes a director may bar the director from reelection for a period prescribed by the court.
(c) If shareholders commence a proceeding under subsection (a), they shall make the corporation a party defendant.
Acts 1986, ch. 887, § 8.09.
Tenn. Code Ann. § 48-102-404 — TN Code / Title 48 / Chapter 102 / Section 48-102-404
Sale of property
Status: in_force

All posts of the American Legion, Veterans of Foreign Wars, Disabled American Veterans, American Veterans of World War II, Veterans of World War I of the U.S.A., Inc., or any other veterans' organization operating in this state and chartered by the congress of the United States have the power, after having acquired any land or property by virtue of this part, to sell, and convey the same, or any part of the same, by proper deed, whenever in their opinion such sale is deemed advisable or necessary; provided, that the sale or sales be authorized at a regular meeting of such post, or at a special meeting of such post, upon ten (10) days' written notice to all members of the post, the notice stating the purpose of the special meeting. Acts 1927, ch. 52, § 2; mod. Code 1932, § 4431; Acts 1945, ch. 90, § 1; mod. C. Supp. 1950, § 4431; Acts 1967, ch. 298, § 4; T.C.A. (orig. ed.), §§ 48-1522, 48-4-404.
All posts of the American Legion, Veterans of Foreign Wars, Disabled American Veterans, American Veterans of World War II, Veterans of World War I of the U.S.A., Inc., or any other veterans' organization operating in this state and chartered by the congress of the United States have the power, after having acquired any land or property by virtue of this part, to sell, and convey the same, or any part of the same, by proper deed, whenever in their opinion such sale is deemed advisable or necessary; provided, that the sale or sales be authorized at a regular meeting of such post, or at a special meeting of such post, upon ten (10) days' written notice to all members of the post, the notice stating the purpose of the special meeting.
Acts 1927, ch. 52, § 2; mod. Code 1932, § 4431; Acts 1945, ch. 90, § 1; mod. C. Supp. 1950, § 4431; Acts 1967, ch. 298, § 4; T.C.A. (orig. ed.), §§ 48-1522, 48-4-404.
Tenn. Code Ann. § 48-103-308 — TN Code / Title 48 / Chapter 103 / Section 48-103-308
Redemption of control shares
Status: in_force

(a) Notwithstanding §§ 48-16-101 and 48-16-102 , but subject to §§ 48-16-302 and 48-16-401 , charter or bylaw provisions effective prior to the occurrence of a control share acquisition may authorize the redemption, at the option of the corporation, of all but not less than all control shares acquired in a control share acquisition, at any time during the period ending sixty (60) days after the last acquisition of control shares by an acquiring person, from the acquiring person for the fair value of such shares if: (1) No control acquisition statement has been filed; or (2) A control acquisition statement has been filed and the shares are not accorded voting rights by the shareholders pursuant to § 48-103-307 . (b) For purposes of this section, fair value shall be determined as of the effective date of the vote of the shareholders denying voting rights to the acquiring person if a control acquisition statement is filed or, if no control acquisition statement is filed, as of the date of the last acquisition of control shares by the acquiring person in a control share acquisition. Such value shall be determined without regard to the effect of the denial of voting rights hereunder. Acts 1988, ch. 500, § 15; T.C.A., § 48-35-308.
(a) Notwithstanding §§ 48-16-101 and 48-16-102 , but subject to §§ 48-16-302 and 48-16-401 , charter or bylaw provisions effective prior to the occurrence of a control share acquisition may authorize the redemption, at the option of the corporation, of all but not less than all control shares acquired in a control share acquisition, at any time during the period ending sixty (60) days after the last acquisition of control shares by an acquiring person, from the acquiring person for the fair value of such shares if: (1) No control acquisition statement has been filed; or (2) A control acquisition statement has been filed and the shares are not accorded voting rights by the shareholders pursuant to § 48-103-307 .
(1) No control acquisition statement has been filed; or
(2) A control acquisition statement has been filed and the shares are not accorded voting rights by the shareholders pursuant to § 48-103-307 .
(b) For purposes of this section, fair value shall be determined as of the effective date of the vote of the shareholders denying voting rights to the acquiring person if a control acquisition statement is filed or, if no control acquisition statement is filed, as of the date of the last acquisition of control shares by the acquiring person in a control share acquisition. Such value shall be determined without regard to the effect of the denial of voting rights hereunder.
Acts 1988, ch. 500, § 15; T.C.A., § 48-35-308.
Tenn. Code Ann. § 48-205-101 — TN Code / Title 48 / Chapter 205 / Section 48-205-101
Articles of organization
Status: in_force

The articles must set forth: (1) A name for the LLC that satisfies the requirements of § 48-207-101 ; (2) The street address and zip code of the initial registered office of the LLC, the county in which the office is located and the name of its initial registered agent at that office; (3) The name and address of each organizer; (4) If, pursuant to § 48-217-101(f) , one (1) or more members are personally liable for all of the debts, obligations and liabilities of the LLC, the articles must set forth the information required in § 48-217-101(f) ; (5) A statement as to whether the LLC will be board-managed or whether the LLC will be member-managed; (6) The number of members at the date of the filing of the articles; (7) If the LLC is board-managed, and dissolution events may be triggered by an action approved by the governors or a subset of the governors and/or that transfers of governance rights may be permitted only by consent of the governors or a subset of the governors, either of such provisions must be set forth in the articles or the articles must contain a statement that the operating agreement may so provide; (8) If the existence of the LLC is to begin upon a future date or the happening of a specific event, the articles must state the future date or describe the happening of the specific event. In no event can the future date or the actual occurrence of the specific event be more than ninety (90) days from the proper filing of the articles in compliance with § 48-203-102 ; (9) The street address and zip code of the principal executive office of the LLC and the county in which the office is located; (10) If the LLC has the power to expel a member, a statement that such power exists; (11) If the duration of the LLC is to be limited to a specific period of time or term of years, such limitation and the future date on which dissolution is to occur or the term of years shall be stated in the articles; (12) The articles may contain provisions not inconsistent with law relating to the management of the business or the regulation of the affairs of the LLC; (13) It is not necessary to set forth in the articles any of the LLC powers granted by chapters 201-248 of this title; (14) If the members or parties (other than the LLC) to a contribution agreement or a contribution allowance agreement have preemptive rights, a statement that such rights exist; (15) The articles may contain a grant of authority to one (1) or more members, managers or governors to execute instruments for the transfer of real property, and any restrictions and conditions with respect to such authority. In the event the articles name one (1) or more persons who are granted authority to execute instruments for the transfer of real property with any restrictions and conditions with respect to such authority so listed, such grant shall be conclusive in favor of a person who gives value without knowledge to the contrary. However, such designation, unless it expressly states that it is exclusive, shall not override § 48-238-103 or § 48-238-104 ; and (16) If the LLC, while being formed under Tennessee law, is not to engage in business in Tennessee, a statement that the LLC is prohibited from engaging in business in Tennessee. Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 7-12; 1999, ch. 346, § 3; 1999, ch. 455, § 6.
The articles must set forth:
(1) A name for the LLC that satisfies the requirements of § 48-207-101 ;
(2) The street address and zip code of the initial registered office of the LLC, the county in which the office is located and the name of its initial registered agent at that office;
(3) The name and address of each organizer;
(4) If, pursuant to § 48-217-101(f) , one (1) or more members are personally liable for all of the debts, obligations and liabilities of the LLC, the articles must set forth the information required in § 48-217-101(f) ;
(5) A statement as to whether the LLC will be board-managed or whether the LLC will be member-managed;
(6) The number of members at the date of the filing of the articles;
(7) If the LLC is board-managed, and dissolution events may be triggered by an action approved by the governors or a subset of the governors and/or that transfers of governance rights may be permitted only by consent of the governors or a subset of the governors, either of such provisions must be set forth in the articles or the articles must contain a statement that the operating agreement may so provide;
(8) If the existence of the LLC is to begin upon a future date or the happening of a specific event, the articles must state the future date or describe the happening of the specific event. In no event can the future date or the actual occurrence of the specific event be more than ninety (90) days from the proper filing of the articles in compliance with § 48-203-102 ;
(9) The street address and zip code of the principal executive office of the LLC and the county in which the office is located;
(10) If the LLC has the power to expel a member, a statement that such power exists;
(11) If the duration of the LLC is to be limited to a specific period of time or term of years, such limitation and the future date on which dissolution is to occur or the term of years shall be stated in the articles;
(12) The articles may contain provisions not inconsistent with law relating to the management of the business or the regulation of the affairs of the LLC;
(13) It is not necessary to set forth in the articles any of the LLC powers granted by chapters 201-248 of this title;
(14) If the members or parties (other than the LLC) to a contribution agreement or a contribution allowance agreement have preemptive rights, a statement that such rights exist;
(15) The articles may contain a grant of authority to one (1) or more members, managers or governors to execute instruments for the transfer of real property, and any restrictions and conditions with respect to such authority. In the event the articles name one (1) or more persons who are granted authority to execute instruments for the transfer of real property with any restrictions and conditions with respect to such authority so listed, such grant shall be conclusive in favor of a person who gives value without knowledge to the contrary. However, such designation, unless it expressly states that it is exclusive, shall not override § 48-238-103 or § 48-238-104 ; and
(16) If the LLC, while being formed under Tennessee law, is not to engage in business in Tennessee, a statement that the LLC is prohibited from engaging in business in Tennessee.
Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 7-12; 1999, ch. 346, § 3; 1999, ch. 455, § 6.
Tenn. Code Ann. § 48-250-107 — TN Code / Title 48 / Chapter 250 / Section 48-250-107
Operating agreement
Status: in_force

If the articles of organization or smart contract do not provide for a matter described in § 48-250-105 , then the operation of a decentralized organization may be supplemented by an operating agreement. Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
If the articles of organization or smart contract do not provide for a matter described in § 48-250-105 , then the operation of a decentralized organization may be supplemented by an operating agreement.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
Tenn. Code Ann. § 48-249-609 — TN Code / Title 48 / Chapter 249 / Section 48-249-609
Filing notice of dissolution and effect
Status: in_force

(a) Notice of dissolution. If dissolution of the LLC is approved under § 48-249-603 , or if it occurs under § 48-249-601(a)(2) or (a)(7) , the LLC shall file a notice of dissolution with the secretary of state. The notice shall contain: (1) The name of the LLC; and (2) (A) If the dissolution is approved under § 48-249-603(b) , a statement that the requisite vote of the members was received, or that members validly took action without a meeting; or (B) If the dissolution occurs under § 48-249-601(a)(2) or (a)(7) , a brief statement of the event that caused the dissolution and the date of that event. (b) Effect of dissolution. When the notice of dissolution has been filed with the secretary of state, the LLC shall cease to carry on its business, except to the extent necessary or appropriate for the winding up and termination of the business and affairs of the LLC. The members shall retain the right to revoke the dissolution in accordance with § 48-249-613 , and the right to remove or appoint directors, managers or officers. The LLC's existence shall continue to the extent necessary to wind up the affairs of the LLC, until the dissolution is revoked or articles of termination are filed with the secretary of state. (c) Merger of dissolved LLC. As part of winding up, the LLC may participate in a merger under part 7 of this chapter, but the dissolved LLC shall not be the surviving entity. (d) Remedies preserved. The filing of a notice of dissolution with the secretary of state does not affect any remedy in favor of the LLC, or any remedy against it or its members, directors, managers or officers in those capacities, except as provided in § 48-249-611 . Amended by 2016 Tenn. Acts, ch. 688,s 11, eff. 7/1/2016. Acts 2005, ch. 286, § 1.
(a) Notice of dissolution. If dissolution of the LLC is approved under § 48-249-603 , or if it occurs under § 48-249-601(a)(2) or (a)(7) , the LLC shall file a notice of dissolution with the secretary of state. The notice shall contain: (1) The name of the LLC; and (2) (A) If the dissolution is approved under § 48-249-603(b) , a statement that the requisite vote of the members was received, or that members validly took action without a meeting; or (B) If the dissolution occurs under § 48-249-601(a)(2) or (a)(7) , a brief statement of the event that caused the dissolution and the date of that event.
(1) The name of the LLC; and
(2) (A) If the dissolution is approved under § 48-249-603(b) , a statement that the requisite vote of the members was received, or that members validly took action without a meeting; or (B) If the dissolution occurs under § 48-249-601(a)(2) or (a)(7) , a brief statement of the event that caused the dissolution and the date of that event.
(A) If the dissolution is approved under § 48-249-603(b) , a statement that the requisite vote of the members was received, or that members validly took action without a meeting; or
(B) If the dissolution occurs under § 48-249-601(a)(2) or (a)(7) , a brief statement of the event that caused the dissolution and the date of that event.
(b) Effect of dissolution. When the notice of dissolution has been filed with the secretary of state, the LLC shall cease to carry on its business, except to the extent necessary or appropriate for the winding up and termination of the business and affairs of the LLC. The members shall retain the right to revoke the dissolution in accordance with § 48-249-613 , and the right to remove or appoint directors, managers or officers. The LLC's existence shall continue to the extent necessary to wind up the affairs of the LLC, until the dissolution is revoked or articles of termination are filed with the secretary of state.
(c) Merger of dissolved LLC. As part of winding up, the LLC may participate in a merger under part 7 of this chapter, but the dissolved LLC shall not be the surviving entity.
(d) Remedies preserved. The filing of a notice of dissolution with the secretary of state does not affect any remedy in favor of the LLC, or any remedy against it or its members, directors, managers or officers in those capacities, except as provided in § 48-249-611 .
Amended by 2016 Tenn. Acts, ch. 688,s 11, eff. 7/1/2016.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-101-603 — TN Code / Title 48 / Chapter 101 / Section 48-101-603
Part definitions
Status: in_force

As used in this part, unless the context otherwise requires: (1) "Disqualified person" means an individual or entity that for any reason is or becomes ineligible under this part to be issued shares by a professional corporation; (2) "Domestic professional corporation" means a professional corporation; (3) "Foreign professional corporation" means a corporation or association for profit incorporated for the purpose of rendering professional services under a law other than the law of this state; (4) "Law" includes rules promulgated in accordance with § 48-101-630 ; (5) "Licensing authority" means the officer, board, agency, court or other authority in this state empowered to license or otherwise authorize the rendition of a professional service; (6) "Professional corporation" means a corporation for profit, other than a foreign professional corporation, subject to this part; (7) "Professional service" means a service that may be lawfully rendered only by a person licensed or otherwise authorized by a licensing authority in this state to render the service, and that may not be lawfully rendered by a corporation under the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title; and (8) "Qualified person" means an individual, general partnership or professional corporation to whom shares under this part may be issued. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-603.
As used in this part, unless the context otherwise requires:
(1) "Disqualified person" means an individual or entity that for any reason is or becomes ineligible under this part to be issued shares by a professional corporation;
(2) "Domestic professional corporation" means a professional corporation;
(3) "Foreign professional corporation" means a corporation or association for profit incorporated for the purpose of rendering professional services under a law other than the law of this state;
(4) "Law" includes rules promulgated in accordance with § 48-101-630 ;
(5) "Licensing authority" means the officer, board, agency, court or other authority in this state empowered to license or otherwise authorize the rendition of a professional service;
(6) "Professional corporation" means a corporation for profit, other than a foreign professional corporation, subject to this part;
(7) "Professional service" means a service that may be lawfully rendered only by a person licensed or otherwise authorized by a licensing authority in this state to render the service, and that may not be lawfully rendered by a corporation under the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title; and
(8) "Qualified person" means an individual, general partnership or professional corporation to whom shares under this part may be issued.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-603.