Tenn. Code Ann. § 48-21-121 — TN Code / Title 48 / Chapter 21 / Section 48-21-121
Abandonment of a nonprofit conversion
Status: in_force

(a) Unless otherwise provided in a plan of nonprofit conversion of a domestic business corporation, after the plan has been adopted and approved as required by this section, and at any time before the nonprofit conversion has become effective, it may be abandoned by the board of directors without action by the shareholders. (b) If a nonprofit conversion is abandoned under subsection (a) after articles of nonprofit conversion or articles of charter surrender have been filed with the secretary of state but before the nonprofit conversion has become effective, a statement that the nonprofit conversion has been abandoned in accordance with this section, executed by an officer or other duly authorized representative, shall be delivered to the secretary of state, together with the required filing fee, for filing prior to the effective date of the nonprofit conversion. The statement shall take effect upon filing, and the nonprofit conversion shall be deemed abandoned and shall not become effective. Acts 2012, ch. 1051, § 39.
(a) Unless otherwise provided in a plan of nonprofit conversion of a domestic business corporation, after the plan has been adopted and approved as required by this section, and at any time before the nonprofit conversion has become effective, it may be abandoned by the board of directors without action by the shareholders.
(b) If a nonprofit conversion is abandoned under subsection (a) after articles of nonprofit conversion or articles of charter surrender have been filed with the secretary of state but before the nonprofit conversion has become effective, a statement that the nonprofit conversion has been abandoned in accordance with this section, executed by an officer or other duly authorized representative, shall be delivered to the secretary of state, together with the required filing fee, for filing prior to the effective date of the nonprofit conversion. The statement shall take effect upon filing, and the nonprofit conversion shall be deemed abandoned and shall not become effective.
Acts 2012, ch. 1051, § 39.
Tenn. Code Ann. § 48-56-103 — TN Code / Title 48 / Chapter 56 / Section 48-56-103
No members required
Status: in_force

A corporation is not required to have members. Acts 1987, ch. 242, § 6.03.
A corporation is not required to have members.
Acts 1987, ch. 242, § 6.03.
Tenn. Code Ann. § 48-249-1124 — TN Code / Title 48 / Chapter 249 / Section 48-249-1124
Application for a certificate of authority
Status: in_force

The application of a foreign PLLC for a certificate of authority in this state shall: (1) Contain the information required in § 48-249-904 ; (2) State that it is a foreign PLLC; (3) State that its purpose is to render specified professional services; and (4) Include a statement that the requirements of § 48-249-1123(b)(3) are satisfied. Acts 2005, ch. 286, § 1.
The application of a foreign PLLC for a certificate of authority in this state shall:
(1) Contain the information required in § 48-249-904 ;
(2) State that it is a foreign PLLC;
(3) State that its purpose is to render specified professional services; and
(4) Include a statement that the requirements of § 48-249-1123(b)(3) are satisfied.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-68-204 — TN Code / Title 48 / Chapter 68 / Section 48-68-204
Notification by attorney general and reporter of action
Status: in_force

Within forty-five (45) days of receipt of a complete written notice as required by § 48-68-203 , the attorney general and reporter shall notify the public benefit hospital entity in writing of the attorney general and reporter's decision to object to the proposed public benefit hospital conveyance transaction or to take no action. The attorney general and reporter may extend this period for an additional thirty (30) days; provided, that the extension is necessary to obtain information pursuant to §§ 48-68-206 , 48-68-208 and 48-68-209 . Acts 2006, ch. 930, § 5.
Within forty-five (45) days of receipt of a complete written notice as required by § 48-68-203 , the attorney general and reporter shall notify the public benefit hospital entity in writing of the attorney general and reporter's decision to object to the proposed public benefit hospital conveyance transaction or to take no action. The attorney general and reporter may extend this period for an additional thirty (30) days; provided, that the extension is necessary to obtain information pursuant to §§ 48-68-206 , 48-68-208 and 48-68-209 .
Acts 2006, ch. 930, § 5.
Tenn. Code Ann. § 48-249-1102 — TN Code / Title 48 / Chapter 249 / Section 48-249-1102
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 a member of a PLLC or holder of financial rights of a PLLC; (2) "Foreign professional LLC," "foreign PLLC" or a PLLC that is otherwise designated as "foreign" means a foreign LLC that is formed under a law other than the law of this state for the purpose of rendering professional services under a law other than the law of this state; (3) "Law" includes rules promulgated in accordance with §§ 48-249-1109 and 48-249-1129 ; (4) "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; (5) "Professional LLC," "PLLC," "domestic professional LLC," "domestic PLLC" or a professional LLC or PLLC that is otherwise designated as "domestic," means a professional LLC that is formed under this chapter, an LLC for which professional LLC status has been elected under this part or, where expressly indicated, a professional LLC that is formed under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, or an LLC that is formed under the Tennessee Limited Liability Company Act for which professional LLC status has been elected under the Tennessee Limited Liability Company Act; (6) "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 (7) "Qualified person" means an individual, general partnership, limited liability partnership, professional corporation, professional association or domestic or foreign PLLC that is eligible to be a member of or holder of financial rights in a PLLC under § 48-249-1109 . Acts 2005, ch. 286, § 1; 2006, ch. 620, § 54.
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 a member of a PLLC or holder of financial rights of a PLLC;
(2) "Foreign professional LLC," "foreign PLLC" or a PLLC that is otherwise designated as "foreign" means a foreign LLC that is formed under a law other than the law of this state for the purpose of rendering professional services under a law other than the law of this state;
(3) "Law" includes rules promulgated in accordance with §§ 48-249-1109 and 48-249-1129 ;
(4) "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;
(5) "Professional LLC," "PLLC," "domestic professional LLC," "domestic PLLC" or a professional LLC or PLLC that is otherwise designated as "domestic," means a professional LLC that is formed under this chapter, an LLC for which professional LLC status has been elected under this part or, where expressly indicated, a professional LLC that is formed under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, or an LLC that is formed under the Tennessee Limited Liability Company Act for which professional LLC status has been elected under the Tennessee Limited Liability Company Act;
(6) "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
(7) "Qualified person" means an individual, general partnership, limited liability partnership, professional corporation, professional association or domestic or foreign PLLC that is eligible to be a member of or holder of financial rights in a PLLC under § 48-249-1109 .
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 54.
Tenn. Code Ann. § 48-101-112 — TN Code / Title 48 / Chapter 101 / Section 48-101-112
Powers of stockholders and members - Voting
Status: in_force

(a) The stockholders and members of the corporation have the following powers of the corporation, to: (1) Determine the number of the elected directors as provided in § 48-101-107 ; (2) Make, amend, and repeal bylaws; (3) Amend the charter as provided in § 48-101-119 ; and (4) Exercise such other of the powers of the corporation as may be conferred on the stockholders and the members by the bylaws. (b) As to all matters requiring action by the stockholders and members of the corporation, the stockholders and the members shall vote separately thereon by classes and, except as otherwise herein provided, such matters shall require the affirmative vote of the majority of the votes to which the stockholders present or represented at the meeting shall be entitled, and the affirmative vote of a majority of the votes to which the members present or represented at the meeting shall be entitled. Each stockholder shall have one (1) vote, in person or by proxy, for each share of capital stock held by the stockholder and each member shall have one (1) vote, in person or by proxy, except that any member having a loan limit of more than one thousand dollars ($1,000) shall have one (1) additional vote, in person or by proxy, for each additional one thousand dollars ($1,000) which such member is authorized to have outstanding on loans to the corporation at any one (1) time as determined under § 48-101-113 . Acts 1959, ch. 170, § 8; T.C.A., §§ 48-1712, 48-3-112.
(a) The stockholders and members of the corporation have the following powers of the corporation, to: (1) Determine the number of the elected directors as provided in § 48-101-107 ; (2) Make, amend, and repeal bylaws; (3) Amend the charter as provided in § 48-101-119 ; and (4) Exercise such other of the powers of the corporation as may be conferred on the stockholders and the members by the bylaws.
(1) Determine the number of the elected directors as provided in § 48-101-107 ;
(2) Make, amend, and repeal bylaws;
(3) Amend the charter as provided in § 48-101-119 ; and
(4) Exercise such other of the powers of the corporation as may be conferred on the stockholders and the members by the bylaws.
(b) As to all matters requiring action by the stockholders and members of the corporation, the stockholders and the members shall vote separately thereon by classes and, except as otherwise herein provided, such matters shall require the affirmative vote of the majority of the votes to which the stockholders present or represented at the meeting shall be entitled, and the affirmative vote of a majority of the votes to which the members present or represented at the meeting shall be entitled. Each stockholder shall have one (1) vote, in person or by proxy, for each share of capital stock held by the stockholder and each member shall have one (1) vote, in person or by proxy, except that any member having a loan limit of more than one thousand dollars ($1,000) shall have one (1) additional vote, in person or by proxy, for each additional one thousand dollars ($1,000) which such member is authorized to have outstanding on loans to the corporation at any one (1) time as determined under § 48-101-113 .
Acts 1959, ch. 170, § 8; T.C.A., §§ 48-1712, 48-3-112.
Tenn. Code Ann. § 48-58-702 — TN Code / Title 48 / Chapter 58 / Section 48-58-702
Conflicting interest transaction may be subject of equitable relief or give rise to damages award or sanctions - Circumstances when conflicting interest transaction may not be subject of equitable relief or give rise to damages award or sanctions
Status: in_force

(a) A transaction effected or proposed to be effected by the corporation (or by an entity controlled by the corporation) may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director or officer of the corporation, in a proceeding by a member or by or in the right of the corporation, on the ground that the director or officer has an interest respecting the transaction, if it is not a director's or officer's conflicting interest transaction. (b) A director's or officer's conflicting interest transaction may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director or officer of the corporation, in a proceeding by a member or by or in the right of the corporation, on the ground that the director or officer has an interest respecting the transaction, if: (1) Directors' action respecting the transaction was taken in compliance with § 48-58-703 at any time; (2) Member's action respecting the transaction was taken in compliance with § 48-58-704 at any time; (3) The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation; or (4) Approval of the transaction is obtained from: (A) The attorney general and reporter; or (B) A court of record having equity jurisdiction in an action in which the attorney general and reporter is joined as party. Added by 2014 Tenn. Acts, ch. 899,s 54, eff. 1/1/2015.
(a) A transaction effected or proposed to be effected by the corporation (or by an entity controlled by the corporation) may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director or officer of the corporation, in a proceeding by a member or by or in the right of the corporation, on the ground that the director or officer has an interest respecting the transaction, if it is not a director's or officer's conflicting interest transaction.
(b) A director's or officer's conflicting interest transaction may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director or officer of the corporation, in a proceeding by a member or by or in the right of the corporation, on the ground that the director or officer has an interest respecting the transaction, if: (1) Directors' action respecting the transaction was taken in compliance with § 48-58-703 at any time; (2) Member's action respecting the transaction was taken in compliance with § 48-58-704 at any time; (3) The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation; or (4) Approval of the transaction is obtained from: (A) The attorney general and reporter; or (B) A court of record having equity jurisdiction in an action in which the attorney general and reporter is joined as party.
(1) Directors' action respecting the transaction was taken in compliance with § 48-58-703 at any time;
(2) Member's action respecting the transaction was taken in compliance with § 48-58-704 at any time;
(3) The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation; or
(4) Approval of the transaction is obtained from: (A) The attorney general and reporter; or (B) A court of record having equity jurisdiction in an action in which the attorney general and reporter is joined as party.
(A) The attorney general and reporter; or
(B) A court of record having equity jurisdiction in an action in which the attorney general and reporter is joined as party.
Added by 2014 Tenn. Acts, ch. 899,s 54, eff. 1/1/2015.
Tenn. Code Ann. § 48-25-304 — TN Code / Title 48 / Chapter 25 / Section 48-25-304
Appeal from denial of reinstatement
Status: in_force

(a) If the secretary of state denies a foreign corporation's application for reinstatement following administrative revocation, the secretary of state shall serve the corporation under §§ 48-15-104 and 48-15-105 with a notice that explains the reason or reasons for denial. (b) The corporation may appeal the denial of reinstatement to the chancery court of Davidson County within one (1) month after service of the communication of denial is perfected. The corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of the secretary of state's communication of denial. (c) The court may summarily order the secretary of state to reinstate the revoked corporation or may take other action the court considers appropriate. (d) The court's final decision may be appealed as in other civil proceedings. Acts 1986, ch. 887, § 15.33; 2012, ch. 1051, § 54.
(a) If the secretary of state denies a foreign corporation's application for reinstatement following administrative revocation, the secretary of state shall serve the corporation under §§ 48-15-104 and 48-15-105 with a notice that explains the reason or reasons for denial.
(b) The corporation may appeal the denial of reinstatement to the chancery court of Davidson County within one (1) month after service of the communication of denial is perfected. The corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of the secretary of state's communication of denial.
(c) The court may summarily order the secretary of state to reinstate the revoked corporation or may take other action the court considers appropriate.
(d) The court's final decision may be appealed as in other civil proceedings.
Acts 1986, ch. 887, § 15.33; 2012, ch. 1051, § 54.
Tenn. Code Ann. § 48-239-106 — TN Code / Title 48 / Chapter 239 / Section 48-239-106
Classification of governors
Status: in_force

Governors may be divided into classes as provided in the articles or operating agreement. Acts 1994, ch. 868, § 1.
Governors may be divided into classes as provided in the articles or operating agreement.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-58-505 — TN Code / Title 48 / Chapter 58 / Section 48-58-505
Court-ordered indemnification
Status: in_force

Unless a corporation's charter provides otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the amount it considers proper if it determines the director is: (1) Entitled to mandatory indemnification under § 48-58-503 , in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or (2) Fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in § 48-58-502(a) or was adjudged liable as described in § 48-58-502(d) , but, if the director was adjudged so liable, indemnification is limited to reasonable expenses incurred. Acts 1987, ch. 242, § 8.54.
Unless a corporation's charter provides otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the amount it considers proper if it determines the director is:
(1) Entitled to mandatory indemnification under § 48-58-503 , in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or
(2) Fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in § 48-58-502(a) or was adjudged liable as described in § 48-58-502(d) , but, if the director was adjudged so liable, indemnification is limited to reasonable expenses incurred.
Acts 1987, ch. 242, § 8.54.
Tenn. Code Ann. § 48-248-503 — TN Code / Title 48 / Chapter 248 / Section 48-248-503
Revocation
Status: in_force

The secretary of state may administratively revoke the certificate of authority of a foreign PLLC authorized to transact business in this state if a licensing authority with jurisdiction over a professional service described in the PLLC's articles certifies to the secretary of state that the PLLC has violated or is violating a provision of this chapter and describes the violation in the certification. Acts 1994, ch. 868, § 1.
The secretary of state may administratively revoke the certificate of authority of a foreign PLLC authorized to transact business in this state if a licensing authority with jurisdiction over a professional service described in the PLLC's articles certifies to the secretary of state that the PLLC has violated or is violating a provision of this chapter and describes the violation in the certification.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-58-508 — TN Code / Title 48 / Chapter 58 / Section 48-58-508
Insurance
Status: in_force

A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the individual against the same liability under § 48-58-502 or § 48-58-503 . Acts 1987, ch. 242, § 8.57.
A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the individual against the same liability under § 48-58-502 or § 48-58-503 .
Acts 1987, ch. 242, § 8.57.
Tenn. Code Ann. § 48-206-102 — TN Code / Title 48 / Chapter 206 / Section 48-206-102
Adoption and amendment of operating agreement
Status: in_force

(a) Adoption of Operating Agreement. Except as otherwise provided in the articles, an operating agreement must initially be agreed to by all members or the organizer or organizers. Any person becoming a member after an operating agreement has been adopted by the organizers or the members will be deemed to have agreed to the operating agreement. (b) Amendment of Operating Agreement. Unless otherwise provided in the articles or the operating agreement, the amendment of the operating agreement shall require the vote of members necessary to amend the articles. (c) Enforcement of Operating Agreement. (1) A court of equity may enforce an operating agreement by injunction or by such other equitable relief as the court in its discretion determines to be fair and appropriate in the circumstances. (2) As an alternative to injunctive or other equitable relief, when § 48-245-801 is applicable, a court of equity may conduct or continue the dissolution and winding up of the LLC. (3) Notwithstanding anything to the contrary, any agreement to give dissolution avoidance consent, whether or not contained in the articles, the operating agreement or other agreement entered into before the event of dissolution, is not specifically enforceable. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 13; 1999, ch. 455, § 7.
(a) Adoption of Operating Agreement. Except as otherwise provided in the articles, an operating agreement must initially be agreed to by all members or the organizer or organizers. Any person becoming a member after an operating agreement has been adopted by the organizers or the members will be deemed to have agreed to the operating agreement.
(b) Amendment of Operating Agreement. Unless otherwise provided in the articles or the operating agreement, the amendment of the operating agreement shall require the vote of members necessary to amend the articles.
(c) Enforcement of Operating Agreement. (1) A court of equity may enforce an operating agreement by injunction or by such other equitable relief as the court in its discretion determines to be fair and appropriate in the circumstances. (2) As an alternative to injunctive or other equitable relief, when § 48-245-801 is applicable, a court of equity may conduct or continue the dissolution and winding up of the LLC. (3) Notwithstanding anything to the contrary, any agreement to give dissolution avoidance consent, whether or not contained in the articles, the operating agreement or other agreement entered into before the event of dissolution, is not specifically enforceable.
(1) A court of equity may enforce an operating agreement by injunction or by such other equitable relief as the court in its discretion determines to be fair and appropriate in the circumstances.
(2) As an alternative to injunctive or other equitable relief, when § 48-245-801 is applicable, a court of equity may conduct or continue the dissolution and winding up of the LLC.
(3) Notwithstanding anything to the contrary, any agreement to give dissolution avoidance consent, whether or not contained in the articles, the operating agreement or other agreement entered into before the event of dissolution, is not specifically enforceable.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 13; 1999, ch. 455, § 7.
Tenn. Code Ann. § 48-60-105 — TN Code / Title 48 / Chapter 60 / Section 48-60-105
Articles of amendment
Status: in_force

A corporation amending its charter shall deliver to the secretary of state for filing articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) If an amendment provides for an exchange, reclassification, or cancellation of memberships, provisions for implementing the amendment if not contained in the amendment itself; (4) The date of each amendment's adoption; (5) If approval of members was not required, a statement to that effect and a statement that the amendment was duly adopted by the incorporators or board of directors; (6) If approval by members was required, a statement that the amendment was duly adopted by the members; and (7) A statement as to whether or not approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to § 48-60-301 ; and if such approval is required, a statement that the approval was obtained. Acts 1987, ch. 242, § 10.05.
A corporation amending its charter shall deliver to the secretary of state for filing articles of amendment setting forth:
(1) The name of the corporation;
(2) The text of each amendment adopted;
(3) If an amendment provides for an exchange, reclassification, or cancellation of memberships, provisions for implementing the amendment if not contained in the amendment itself;
(4) The date of each amendment's adoption;
(5) If approval of members was not required, a statement to that effect and a statement that the amendment was duly adopted by the incorporators or board of directors;
(6) If approval by members was required, a statement that the amendment was duly adopted by the members; and
(7) A statement as to whether or not approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to § 48-60-301 ; and if such approval is required, a statement that the approval was obtained.
Acts 1987, ch. 242, § 10.05.
Tenn. Code Ann. § 48-250-109 — TN Code / Title 48 / Chapter 250 / Section 48-250-109
Standards of conduct for members
Status: in_force

Unless otherwise provided for in the articles of organization or operating agreement, a member of a decentralized organization does not have a fiduciary duty to the organization or another member; except, that the member is subject to the implied contractual covenant of good faith and fair dealing. Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
Unless otherwise provided for in the articles of organization or operating agreement, a member of a decentralized organization does not have a fiduciary duty to the organization or another member; except, that the member is subject to the implied contractual covenant of good faith and fair dealing.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
Tenn. Code Ann. § 48-246-302 — TN Code / Title 48 / Chapter 246 / Section 48-246-302
Certificate of authority
Status: in_force

(a) If a document delivered to the office of the secretary of state conforms to the requirement of § 48-246-301(a) and all fees have been paid, the secretary of state shall: (1) Endorse on the application the word "Filed" and the date and time of the filing of it; (2) File the original of the application; and (3) Return the original of the application, together with the filing fee receipt, to the person who filed it and such document shall constitute a certificate of authority issued by the secretary of state. (b) The certificate of authority is effective from the date the application is filed with the secretary of state, as evidenced by the secretary of state's date and time endorsement on the original document, accompanied by the payment of the requisite fee. (c) If the secretary of state determines upon application that a foreign LLC 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 relative to such foreign LLC. Acts 1994, ch. 868, § 1; 2010, ch. 741, § 31.
(a) If a document delivered to the office of the secretary of state conforms to the requirement of § 48-246-301(a) and all fees have been paid, the secretary of state shall: (1) Endorse on the application the word "Filed" and the date and time of the filing of it; (2) File the original of the application; and (3) Return the original of the application, together with the filing fee receipt, to the person who filed it and such document shall constitute a certificate of authority issued by the secretary of state.
(1) Endorse on the application the word "Filed" and the date and time of the filing of it;
(2) File the original of the application; and
(3) Return the original of the application, together with the filing fee receipt, to the person who filed it and such document shall constitute a certificate of authority issued by the secretary of state.
(b) The certificate of authority is effective from the date the application is filed with the secretary of state, as evidenced by the secretary of state's date and time endorsement on the original document, accompanied by the payment of the requisite fee.
(c) If the secretary of state determines upon application that a foreign LLC 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 relative to such foreign LLC.
Acts 1994, ch. 868, § 1; 2010, ch. 741, § 31.
Tenn. Code Ann. § 48-28-105 — TN Code / Title 48 / Chapter 28 / Section 48-28-105
Conspicuous notice of status of corporation as for-profit benefit corporation
Status: in_force

(a) Any stock certificate issued by a for-profit benefit corporation shall conspicuously note that the corporation is a for-profit benefit corporation subject to this chapter. (b) Any notice sent by a for-profit benefit corporation pursuant to § 48-11-202 , shall conspicuously state that the corporation is a for-profit benefit corporation subject to this chapter. Added by 2015 Tenn. Acts, ch. 497, s 1, eff. 1/1/2016.
(a) Any stock certificate issued by a for-profit benefit corporation shall conspicuously note that the corporation is a for-profit benefit corporation subject to this chapter.
(b) Any notice sent by a for-profit benefit corporation pursuant to § 48-11-202 , shall conspicuously state that the corporation is a for-profit benefit corporation subject to this chapter.
Added by 2015 Tenn. Acts, ch. 497, s 1, eff. 1/1/2016.
Tenn. Code Ann. § 48-23-101 — TN Code / Title 48 / Chapter 23 / Section 48-23-101
Chapter definitions
Status: in_force

As used in this chapter, unless the context otherwise requires: (1) "Beneficial shareholder" means the person who is a beneficial owner of shares held by a nominee as the record shareholder; (2) "Corporation" means the issuer of the shares held by a dissenter before the corporate action, and, for purposes of §§ 48-23-203 - 48-23-302, includes the survivor of a merger or conversion or the acquiring entity in a share exchange of that issuer; (3) "Dissenter" means a shareholder who is entitled to dissent from corporate action under § 48-23-102 and who exercises that right when and in the manner required by part 2 of this chapter; (4) "Fair value," with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action; (5) "Interest" means interest from the effective date of the corporate action that gave rise to the shareholder's right to dissent until the date of payment, at the average auction rate paid on United States treasury bills with a maturity of six (6) months (or the closest maturity thereto) as of the auction date for such treasury bills closest to such effective date; (6) "Record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation; and (7) "Shareholder" means the record shareholder or the beneficial shareholder. Acts 1986, ch. 887, § 13.01; 2012, ch. 1051, § 41.
As used in this chapter, unless the context otherwise requires:
(1) "Beneficial shareholder" means the person who is a beneficial owner of shares held by a nominee as the record shareholder;
(2) "Corporation" means the issuer of the shares held by a dissenter before the corporate action, and, for purposes of §§ 48-23-203 - 48-23-302, includes the survivor of a merger or conversion or the acquiring entity in a share exchange of that issuer;
(3) "Dissenter" means a shareholder who is entitled to dissent from corporate action under § 48-23-102 and who exercises that right when and in the manner required by part 2 of this chapter;
(4) "Fair value," with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action;
(5) "Interest" means interest from the effective date of the corporate action that gave rise to the shareholder's right to dissent until the date of payment, at the average auction rate paid on United States treasury bills with a maturity of six (6) months (or the closest maturity thereto) as of the auction date for such treasury bills closest to such effective date;
(6) "Record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation; and
(7) "Shareholder" means the record shareholder or the beneficial shareholder.
Acts 1986, ch. 887, § 13.01; 2012, ch. 1051, § 41.
Tenn. Code Ann. § 48-66-201 — TN Code / Title 48 / Chapter 66 / Section 48-66-201
Financial statements for members
Status: in_force

(a) A corporation shall prepare annual financial statements, which may be consolidated or combined statements of the corporation and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year and a statement of operations for the year. If the financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis. On demand in the form of a document from a member, a corporation must furnish that member with its latest annual financial statements as set out in subsection (c). (b) If annual financial statements are reported upon by a public accountant, the public accountant's report must accompany them. If not, the statements must be accompanied by the statement of the president or the person responsible for the corporation's financial accounting records: (1) Stating the president's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and (2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year. (c) A corporation shall deliver in the form of a document the annual financial statements to each requesting member within one (1) month after notice of the demand; provided, that with respect to the financial statements for the most recently completed fiscal year, the statements shall be delivered in the form of a document to the member within four (4) months after the close of the fiscal year. Amended by 2014 Tenn. Acts, ch. 899,s 88, eff. 1/1/2015. Amended by 2014 Tenn. Acts, ch. 899,s 87, eff. 1/1/2015. Acts 1987, ch. 242, § 16.20.
(a) A corporation shall prepare annual financial statements, which may be consolidated or combined statements of the corporation and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year and a statement of operations for the year. If the financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis. On demand in the form of a document from a member, a corporation must furnish that member with its latest annual financial statements as set out in subsection (c).
(b) If annual financial statements are reported upon by a public accountant, the public accountant's report must accompany them. If not, the statements must be accompanied by the statement of the president or the person responsible for the corporation's financial accounting records: (1) Stating the president's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and (2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
(1) Stating the president's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
(c) A corporation shall deliver in the form of a document the annual financial statements to each requesting member within one (1) month after notice of the demand; provided, that with respect to the financial statements for the most recently completed fiscal year, the statements shall be delivered in the form of a document to the member within four (4) months after the close of the fiscal year.
Amended by 2014 Tenn. Acts, ch. 899,s 88, eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 87, eff. 1/1/2015.
Acts 1987, ch. 242, § 16.20.
Tenn. Code Ann. § 48-245-501 — TN Code / Title 48 / Chapter 245 / Section 48-245-501
Procedure in winding up
Status: in_force

(a) Procedures to Be Followed Where Winding Up Accomplished by Merger. If the business of the LLC is wound up and terminated by merging the dissolved LLC into a surviving business entity: (1) The procedures stated in §§ 48-244-101 - 48-244-104 must be followed; and (2) Sections 48-245-502 , 48-245-503 and 48-245-1101 do not apply. (b) Procedures to Be Followed Otherwise. If the business of the LLC is to be wound up and terminated other than by merging the dissolved LLC into a surviving business entity, the procedures stated in subsections (c)-(e) must be followed. (c) Collection and Payment. When a notice of dissolution has been filed with the secretary of state, the board of governors of a board-managed LLC, the members of a member-managed LLC, or the managers acting under the direction of the members or board of governors (as applicable), shall proceed as soon as possible to: (1) Collect or make provision for the collection of all known debts due or owing to the LLC, including unperformed contribution agreements; and (2) Except as provided in § 48-245-502 , pay or make provision for the payment of all known debts, obligations, and liabilities of the LLC according to their priorities under § 48-245-1101 . (d) Transfer of Assets. Notwithstanding § 48-244-201 , when a notice of dissolution has been filed with the secretary of state, the governors of a board-managed LLC may sell, lease, transfer, or otherwise dispose of all or substantially all of the property and assets of a dissolved LLC without a vote of the members. (e) Distribution to Members. All tangible or intangible property, including money, remaining after the discharge of the debts, obligations, and liabilities of the LLC must be distributed to the members in accordance with § 48-236-103 and § 48-245-1101 . Acts 1994, ch. 868, § 1.
(a) Procedures to Be Followed Where Winding Up Accomplished by Merger. If the business of the LLC is wound up and terminated by merging the dissolved LLC into a surviving business entity: (1) The procedures stated in §§ 48-244-101 - 48-244-104 must be followed; and (2) Sections 48-245-502 , 48-245-503 and 48-245-1101 do not apply.
(1) The procedures stated in §§ 48-244-101 - 48-244-104 must be followed; and
(2) Sections 48-245-502 , 48-245-503 and 48-245-1101 do not apply.
(b) Procedures to Be Followed Otherwise. If the business of the LLC is to be wound up and terminated other than by merging the dissolved LLC into a surviving business entity, the procedures stated in subsections (c)-(e) must be followed.
(c) Collection and Payment. When a notice of dissolution has been filed with the secretary of state, the board of governors of a board-managed LLC, the members of a member-managed LLC, or the managers acting under the direction of the members or board of governors (as applicable), shall proceed as soon as possible to: (1) Collect or make provision for the collection of all known debts due or owing to the LLC, including unperformed contribution agreements; and (2) Except as provided in § 48-245-502 , pay or make provision for the payment of all known debts, obligations, and liabilities of the LLC according to their priorities under § 48-245-1101 .
(1) Collect or make provision for the collection of all known debts due or owing to the LLC, including unperformed contribution agreements; and
(2) Except as provided in § 48-245-502 , pay or make provision for the payment of all known debts, obligations, and liabilities of the LLC according to their priorities under § 48-245-1101 .
(d) Transfer of Assets. Notwithstanding § 48-244-201 , when a notice of dissolution has been filed with the secretary of state, the governors of a board-managed LLC may sell, lease, transfer, or otherwise dispose of all or substantially all of the property and assets of a dissolved LLC without a vote of the members.
(e) Distribution to Members. All tangible or intangible property, including money, remaining after the discharge of the debts, obligations, and liabilities of the LLC must be distributed to the members in accordance with § 48-236-103 and § 48-245-1101 .
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-246-303 — TN Code / Title 48 / Chapter 246 / Section 48-246-303
Amendments to the certificate of authority
Status: in_force

If any statement in the application for a certificate of authority by a foreign LLC was false when made or any matter described in the application has changed, making the application inaccurate in any respect, the foreign LLC shall promptly file with the secretary of state an application for amendment to the certificate of authority, executed by an authorized person correcting the statement; provided, that changes in the registered office or registered agent shall be made in accordance with § 48-246-301 . The application for amendment to the certificate of authority shall be processed in the same manner as provided in § 48-246-302 for a certificate of authority. Acts 1994, ch. 868, § 1.
If any statement in the application for a certificate of authority by a foreign LLC was false when made or any matter described in the application has changed, making the application inaccurate in any respect, the foreign LLC shall promptly file with the secretary of state an application for amendment to the certificate of authority, executed by an authorized person correcting the statement; provided, that changes in the registered office or registered agent shall be made in accordance with § 48-246-301 . The application for amendment to the certificate of authority shall be processed in the same manner as provided in § 48-246-302 for a certificate of authority.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-249-1109 — TN Code / Title 48 / Chapter 249 / Section 48-249-1109
Eligible members and holders
Status: in_force

(a) Members and holders. A PLLC may have both members and holders of financial rights, and may issue both membership interests to members and financial rights to holders. (b) General eligibility. A PLLC may have persons who are not licensed to practice a profession described in the PLLC's articles in this state as members or holders of financial rights, only if the licensing authority that licenses the professionals who are members or holders of such a PLLC specifically so authorizes. Otherwise, a PLLC may have as members and holders of financial rights only the following: (1) Individuals who are authorized by law in this or another state to render a professional service described in the PLLC's articles; (2) General partnerships in which all the partners are qualified persons with respect to the PLLC and in which at least one (1) partner is authorized by law in this state to render a professional service described in the PLLC's articles; (3) Professional corporations and professional associations, whether domestic or foreign, authorized by law in this state to render a professional service described in the PLLC's articles; and/or (4) PLLCs, whether domestic or foreign, authorized by law in this state to render a professional service described in the PLLC's articles. (c) Licensing authority eligibility rules. If a licensing authority with jurisdiction over a profession considers it necessary to prevent violation of the ethical standards of the profession, the licensing authority may, by rule, restrict or condition, or revoke in part, the authority of PLLCs subject to its jurisdiction to have the members or holders of financial rights described in subsection (b). A rule promulgated under this section does not, of itself, make a member or holder of financial rights of a PLLC, at the time the rule becomes effective, a disqualified person. (d) Void interests. Any membership interest, governance rights or financial rights purported to be held by a person in violation of this section, or a rule promulgated under this section, is void. (e) Specified health care professionals. (1) Notwithstanding any other provision of this part, the following health care professionals shall have a right to be members or holders of financial rights of the same PLLC: (A) Optometrists licensed under title 63, chapter 8, and ophthalmologists licensed under title 63, chapter 6 or 9; (B) Podiatrists licensed under title 63, chapter 3, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists and anesthesiologists; (C) Doctors of chiropractic licensed under title 63, chapter 4, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists and anesthesiologists; (D) Physician assistants licensed under title 63, chapter 19, part 1, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists; and (E) Advance practice nurses licensed under title 63, chapter 7, part 1, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists and anesthesiologists. (2) The services rendered by these health care professionals are considered related and complementary to each other; provided, that nothing in this part shall be construed to alter the lawful scope of practice of a professional who is a member or holder of financial rights of a PLLC under this subsection (e); and provided, further, that nothing in this part shall be construed to allow any professional who is a member or holder of financial rights of a PLLC under this subsection (e) to conduct the professional's practice in a manner contrary to the standards of ethics applicable to the professional's profession. Such individual shall accurately state such individual's professional credentials on any advertisement to the public. Acts 2005, ch. 286, § 1; 2006, ch. 620, § 56; 2008, ch. 747, § 1.
(a) Members and holders. A PLLC may have both members and holders of financial rights, and may issue both membership interests to members and financial rights to holders.
(b) General eligibility. A PLLC may have persons who are not licensed to practice a profession described in the PLLC's articles in this state as members or holders of financial rights, only if the licensing authority that licenses the professionals who are members or holders of such a PLLC specifically so authorizes. Otherwise, a PLLC may have as members and holders of financial rights only the following: (1) Individuals who are authorized by law in this or another state to render a professional service described in the PLLC's articles; (2) General partnerships in which all the partners are qualified persons with respect to the PLLC and in which at least one (1) partner is authorized by law in this state to render a professional service described in the PLLC's articles; (3) Professional corporations and professional associations, whether domestic or foreign, authorized by law in this state to render a professional service described in the PLLC's articles; and/or (4) PLLCs, whether domestic or foreign, authorized by law in this state to render a professional service described in the PLLC's articles.
(1) Individuals who are authorized by law in this or another state to render a professional service described in the PLLC's articles;
(2) General partnerships in which all the partners are qualified persons with respect to the PLLC and in which at least one (1) partner is authorized by law in this state to render a professional service described in the PLLC's articles;
(3) Professional corporations and professional associations, whether domestic or foreign, authorized by law in this state to render a professional service described in the PLLC's articles; and/or
(4) PLLCs, whether domestic or foreign, authorized by law in this state to render a professional service described in the PLLC's articles.
(c) Licensing authority eligibility rules. If a licensing authority with jurisdiction over a profession considers it necessary to prevent violation of the ethical standards of the profession, the licensing authority may, by rule, restrict or condition, or revoke in part, the authority of PLLCs subject to its jurisdiction to have the members or holders of financial rights described in subsection (b). A rule promulgated under this section does not, of itself, make a member or holder of financial rights of a PLLC, at the time the rule becomes effective, a disqualified person.
(d) Void interests. Any membership interest, governance rights or financial rights purported to be held by a person in violation of this section, or a rule promulgated under this section, is void.
(e) Specified health care professionals. (1) Notwithstanding any other provision of this part, the following health care professionals shall have a right to be members or holders of financial rights of the same PLLC: (A) Optometrists licensed under title 63, chapter 8, and ophthalmologists licensed under title 63, chapter 6 or 9; (B) Podiatrists licensed under title 63, chapter 3, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists and anesthesiologists; (C) Doctors of chiropractic licensed under title 63, chapter 4, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists and anesthesiologists; (D) Physician assistants licensed under title 63, chapter 19, part 1, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists; and (E) Advance practice nurses licensed under title 63, chapter 7, part 1, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists and anesthesiologists. (2) The services rendered by these health care professionals are considered related and complementary to each other; provided, that nothing in this part shall be construed to alter the lawful scope of practice of a professional who is a member or holder of financial rights of a PLLC under this subsection (e); and provided, further, that nothing in this part shall be construed to allow any professional who is a member or holder of financial rights of a PLLC under this subsection (e) to conduct the professional's practice in a manner contrary to the standards of ethics applicable to the professional's profession. Such individual shall accurately state such individual's professional credentials on any advertisement to the public.
(1) Notwithstanding any other provision of this part, the following health care professionals shall have a right to be members or holders of financial rights of the same PLLC: (A) Optometrists licensed under title 63, chapter 8, and ophthalmologists licensed under title 63, chapter 6 or 9; (B) Podiatrists licensed under title 63, chapter 3, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists and anesthesiologists; (C) Doctors of chiropractic licensed under title 63, chapter 4, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists and anesthesiologists; (D) Physician assistants licensed under title 63, chapter 19, part 1, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists; and (E) Advance practice nurses licensed under title 63, chapter 7, part 1, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists and anesthesiologists.
(A) Optometrists licensed under title 63, chapter 8, and ophthalmologists licensed under title 63, chapter 6 or 9;
(B) Podiatrists licensed under title 63, chapter 3, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists and anesthesiologists;
(C) Doctors of chiropractic licensed under title 63, chapter 4, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists and anesthesiologists;
(D) Physician assistants licensed under title 63, chapter 19, part 1, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists; and
(E) Advance practice nurses licensed under title 63, chapter 7, part 1, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists and anesthesiologists.
(2) The services rendered by these health care professionals are considered related and complementary to each other; provided, that nothing in this part shall be construed to alter the lawful scope of practice of a professional who is a member or holder of financial rights of a PLLC under this subsection (e); and provided, further, that nothing in this part shall be construed to allow any professional who is a member or holder of financial rights of a PLLC under this subsection (e) to conduct the professional's practice in a manner contrary to the standards of ethics applicable to the professional's profession. Such individual shall accurately state such individual's professional credentials on any advertisement to the public.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 56; 2008, ch. 747, § 1.
Tenn. Code Ann. § 48-52-104 — TN Code / Title 48 / Chapter 52 / Section 48-52-104
Liability for preincorporation transactions
Status: in_force

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under chapters 51-68 of this title, are jointly and severally liable for all liabilities created while so acting, except for any liability to any person who knew or reasonably should have known that there was no incorporation. Acts 1987, ch. 242, § 2.04.
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under chapters 51-68 of this title, are jointly and severally liable for all liabilities created while so acting, except for any liability to any person who knew or reasonably should have known that there was no incorporation.
Acts 1987, ch. 242, § 2.04.
Tenn. Code Ann. § 48-66-108 — TN Code / Title 48 / Chapter 66 / Section 48-66-108
Inspection rights of director of corporation
Status: in_force

(a) A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time but not for any purpose or in any manner that would violate any duty to the corporation. (b) The chancery court of the county where the corporation's principal office (or if none in this state, its registered office) is located may order inspection and copying of the books, records and documents at the corporation's expense, upon application of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this subsection (b) on an expedited basis. (c) If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's expenses incurred in connection with the application. Added by 2014 Tenn. Acts, ch. 899,s 86, eff. 1/1/2015.
(a) A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time but not for any purpose or in any manner that would violate any duty to the corporation.
(b) The chancery court of the county where the corporation's principal office (or if none in this state, its registered office) is located may order inspection and copying of the books, records and documents at the corporation's expense, upon application of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this subsection (b) on an expedited basis.
(c) If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's expenses incurred in connection with the application.
Added by 2014 Tenn. Acts, ch. 899,s 86, eff. 1/1/2015.
Tenn. Code Ann. § 48-17-209 — TN Code / Title 48 / Chapter 17 / Section 48-17-209
Voting for directors - Cumulative voting
Status: in_force

(a) Unless otherwise provided in the charter, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. (b) Shareholders do not have a right to cumulate their votes for directors unless the charter so provides. (c) A statement included in the charter that "(all) (a designated voting group of) shareholders are entitled to cumulate their votes for directors" (or words of similar import) means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two (2) or more candidates. (d) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless: (1) The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or (2) A shareholder who has the right to cumulate that shareholder's votes gives notice to the corporation no fewer than forty-eight (48) hours before the time set for the meeting of that shareholder's intent to cumulate that shareholder's votes during the meeting, and if one (1) shareholder gives this notice, all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice. Acts 1986, ch. 887, § 7.28.
(a) Unless otherwise provided in the charter, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.
(b) Shareholders do not have a right to cumulate their votes for directors unless the charter so provides.
(c) A statement included in the charter that "(all) (a designated voting group of) shareholders are entitled to cumulate their votes for directors" (or words of similar import) means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two (2) or more candidates.
(d) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless: (1) The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or (2) A shareholder who has the right to cumulate that shareholder's votes gives notice to the corporation no fewer than forty-eight (48) hours before the time set for the meeting of that shareholder's intent to cumulate that shareholder's votes during the meeting, and if one (1) shareholder gives this notice, all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
(1) The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or
(2) A shareholder who has the right to cumulate that shareholder's votes gives notice to the corporation no fewer than forty-eight (48) hours before the time set for the meeting of that shareholder's intent to cumulate that shareholder's votes during the meeting, and if one (1) shareholder gives this notice, all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
Acts 1986, ch. 887, § 7.28.
Tenn. Code Ann. § 48-67-101 — TN Code / Title 48 / Chapter 67 / Section 48-67-101
Chapters 51-68 applicable to religious corporations
Status: in_force

Except as provided in § 48-67-102 , chapters 51-68 of this title apply to religious corporations. Acts 1987, ch. 242, § 17.01.
Except as provided in § 48-67-102 , chapters 51-68 of this title apply to religious corporations.
Acts 1987, ch. 242, § 17.01.
Tenn. Code Ann. § 48-64-105 — TN Code / Title 48 / Chapter 64 / Section 48-64-105
Revocation of dissolution
Status: in_force

(a) A corporation may revoke its dissolution at any time prior to filing the articles of termination of corporate existence with the secretary of state. (b) Revocation of dissolution shall be authorized in any manner that dissolution may be authorized under § 48-64-102 , unless the authorization for dissolution permitted revocation by action by the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person. (c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution that set forth: (1) The name of the corporation; (2) The effective date of the dissolution that was revoked; (3) The date that the revocation of dissolution was authorized; (4) If the corporation's board of directors (or its incorporators) revoked the dissolution, a statement to that effect; (5) If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (6) If member or third person action was required to revoke the dissolution, the information required by § 48-64-104(a)(3), (5) and (6) . (d) Revocation of dissolution is effective when the articles of revocation of dissolution are filed. (e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred. Acts 1987, ch. 242, § 14.05; 1989, ch. 445, § 11.
(a) A corporation may revoke its dissolution at any time prior to filing the articles of termination of corporate existence with the secretary of state.
(b) Revocation of dissolution shall be authorized in any manner that dissolution may be authorized under § 48-64-102 , unless the authorization for dissolution permitted revocation by action by the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person.
(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution that set forth: (1) The name of the corporation; (2) The effective date of the dissolution that was revoked; (3) The date that the revocation of dissolution was authorized; (4) If the corporation's board of directors (or its incorporators) revoked the dissolution, a statement to that effect; (5) If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (6) If member or third person action was required to revoke the dissolution, the information required by § 48-64-104(a)(3), (5) and (6) .
(1) The name of the corporation;
(2) The effective date of the dissolution that was revoked;
(3) The date that the revocation of dissolution was authorized;
(4) If the corporation's board of directors (or its incorporators) revoked the dissolution, a statement to that effect;
(5) If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(6) If member or third person action was required to revoke the dissolution, the information required by § 48-64-104(a)(3), (5) and (6) .
(d) Revocation of dissolution is effective when the articles of revocation of dissolution are filed.
(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.
Acts 1987, ch. 242, § 14.05; 1989, ch. 445, § 11.
Tenn. Code Ann. § 48-101-511 — TN Code / Title 48 / Chapter 101 / Section 48-101-511
Documents and records as public records - Inspection
Status: in_force

Registration statements and applications, reports, and all other documents and information required to be filed under this part or by the secretary of state shall be public records in the office of the secretary of state and shall be open to the general public for inspection at such time and under such conditions as the secretary of state may prescribe. The secretary of state, in the secretary of state's discretion, may compile, summarize, publish or otherwise release to the public any information contained in applications and any other documents filed with or received by the secretary of state under this part. Acts 1976, ch. 735, § 11; T.C.A., § 48-2211; Acts 1989, ch. 285, § 20; T.C.A., § 48-3-511.
Registration statements and applications, reports, and all other documents and information required to be filed under this part or by the secretary of state shall be public records in the office of the secretary of state and shall be open to the general public for inspection at such time and under such conditions as the secretary of state may prescribe. The secretary of state, in the secretary of state's discretion, may compile, summarize, publish or otherwise release to the public any information contained in applications and any other documents filed with or received by the secretary of state under this part.
Acts 1976, ch. 735, § 11; T.C.A., § 48-2211; Acts 1989, ch. 285, § 20; T.C.A., § 48-3-511.
Tenn. Code Ann. § 48-68-210 — TN Code / Title 48 / Chapter 68 / Section 48-68-210
Public records
Status: in_force

Unless subject to title 8, chapter 6, part 4, all documents submitted to the attorney general and reporter by any person, including public benefit hospital entities giving notice under § 48-68-203 , in connection with the attorney general and reporter's review of the proposed public benefit hospital conveyance transaction pursuant to this part, shall be public records subject to title 10, chapter 7. Acts 2006, ch. 930, § 11.
Unless subject to title 8, chapter 6, part 4, all documents submitted to the attorney general and reporter by any person, including public benefit hospital entities giving notice under § 48-68-203 , in connection with the attorney general and reporter's review of the proposed public benefit hospital conveyance transaction pursuant to this part, shall be public records subject to title 10, chapter 7.
Acts 2006, ch. 930, § 11.
Tenn. Code Ann. § 48-248-501 — TN Code / Title 48 / Chapter 248 / Section 48-248-501
Foreign professional limited liability companies
Status: in_force

(a) Except as provided in subsection (c), a foreign PLLC may not transact business in this state until it obtains a certificate of authority from the secretary of state. (b) A foreign PLLC may not register unless: (1) Its name satisfies the requirements of § 48-248-301 ; (2) It is organized for one (1) or more of the purposes referenced in and satisfies the requirements of § 48-248-104 ; and (3) All of its members, all of its governors (or their equivalent), if any, and all managers (or their equivalent) are licensed in one (1) or more states to render a professional service described in its articles; provided, that if the licensing authority of this state permits persons other than qualified persons to serve as governors, if any, or managers of a PLLC, not less than one half (½) of its governors, if any, and all managers except the secretary and treasurer, if any, of a PLLC shall be qualified persons with respect to the PLLC. (c) A foreign PLLC is not required to obtain a certificate of authority in this state unless it maintains or intends to maintain an office in this state for conduct of business or professional practice. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 94.
(a) Except as provided in subsection (c), a foreign PLLC may not transact business in this state until it obtains a certificate of authority from the secretary of state.
(b) A foreign PLLC may not register unless: (1) Its name satisfies the requirements of § 48-248-301 ; (2) It is organized for one (1) or more of the purposes referenced in and satisfies the requirements of § 48-248-104 ; and (3) All of its members, all of its governors (or their equivalent), if any, and all managers (or their equivalent) are licensed in one (1) or more states to render a professional service described in its articles; provided, that if the licensing authority of this state permits persons other than qualified persons to serve as governors, if any, or managers of a PLLC, not less than one half (½) of its governors, if any, and all managers except the secretary and treasurer, if any, of a PLLC shall be qualified persons with respect to the PLLC.
(1) Its name satisfies the requirements of § 48-248-301 ;
(2) It is organized for one (1) or more of the purposes referenced in and satisfies the requirements of § 48-248-104 ; and
(3) All of its members, all of its governors (or their equivalent), if any, and all managers (or their equivalent) are licensed in one (1) or more states to render a professional service described in its articles; provided, that if the licensing authority of this state permits persons other than qualified persons to serve as governors, if any, or managers of a PLLC, not less than one half (½) of its governors, if any, and all managers except the secretary and treasurer, if any, of a PLLC shall be qualified persons with respect to the PLLC.
(c) A foreign PLLC is not required to obtain a certificate of authority in this state unless it maintains or intends to maintain an office in this state for conduct of business or professional practice.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 94.
Tenn. Code Ann. § 48-228-103 — TN Code / Title 48 / Chapter 228 / Section 48-228-103
Scope of inspection right
Status: in_force

(a) Agent or Attorney. A member's agent or attorney has the same inspection and copying rights as the member such agent or attorney represents. (b) Right to Copy. The right to copy records under § 48-228-102 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. (c) Reasonable Charge Allowed. The LLC may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records. Acts 1994, ch. 868, § 1.
(a) Agent or Attorney. A member's agent or attorney has the same inspection and copying rights as the member such agent or attorney represents.
(b) Right to Copy. The right to copy records under § 48-228-102 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.
(c) Reasonable Charge Allowed. The LLC may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-51-601 — TN Code / Title 48 / Chapter 51 / Section 48-51-601
Judicial relief
Status: in_force

(a) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed by its charter, bylaws, or chapters 51-68 of this title, then upon petition of a director, officer, delegate, member or the attorney general and reporter, any court of record having equity jurisdiction in the county where the corporation's principal office is located (and if not in this state, in Davidson County) may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates, or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances. (b) The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the charter, bylaws and chapters 51-68 of this title, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section, the court may determine who the members or directors are. (c) The order issued pursuant to this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the charter, bylaws, or chapters 51-68 of this title. (d) Whenever practical, any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the charter or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided, that an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for a dissolution, merger or sale of assets. (e) Any meeting or other method of obtaining the vote of members, delegates, or directors conducted pursuant to an order issued under this section, and which complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the charter, bylaws and chapters 51-68 of this title. Acts 1987, ch. 242, § 1.60.
(a) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed by its charter, bylaws, or chapters 51-68 of this title, then upon petition of a director, officer, delegate, member or the attorney general and reporter, any court of record having equity jurisdiction in the county where the corporation's principal office is located (and if not in this state, in Davidson County) may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates, or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances.
(b) The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the charter, bylaws and chapters 51-68 of this title, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section, the court may determine who the members or directors are.
(c) The order issued pursuant to this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the charter, bylaws, or chapters 51-68 of this title.
(d) Whenever practical, any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the charter or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided, that an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for a dissolution, merger or sale of assets.
(e) Any meeting or other method of obtaining the vote of members, delegates, or directors conducted pursuant to an order issued under this section, and which complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the charter, bylaws and chapters 51-68 of this title.
Acts 1987, ch. 242, § 1.60.
Tenn. Code Ann. § 48-60-204 — TN Code / Title 48 / Chapter 60 / Section 48-60-204
Bylaw increasing quorum or voting requirement for directors
Status: in_force

(a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed: (1) By written approval of any person or persons whose approval is required by a charter provision authorized by § 48-60-301 ; (2) If originally adopted by the members, only by the members; and (3) If originally adopted by the board of directors, either by the members or by the board of directors. (b) A bylaw adopted or amended by the members that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the members or the board of directors. (c) Action by the board of directors under subdivision (a)(3) to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. Acts 1987, ch. 242, § 10.23.
(a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed: (1) By written approval of any person or persons whose approval is required by a charter provision authorized by § 48-60-301 ; (2) If originally adopted by the members, only by the members; and (3) If originally adopted by the board of directors, either by the members or by the board of directors.
(1) By written approval of any person or persons whose approval is required by a charter provision authorized by § 48-60-301 ;
(2) If originally adopted by the members, only by the members; and
(3) If originally adopted by the board of directors, either by the members or by the board of directors.
(b) A bylaw adopted or amended by the members that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the members or the board of directors.
(c) Action by the board of directors under subdivision (a)(3) to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
Acts 1987, ch. 242, § 10.23.
Tenn. Code Ann. § 48-249-1133 — TN Code / Title 48 / Chapter 249 / Section 48-249-1133
Applicability - Savings clause
Status: in_force

Section 48-249-1002 applies to domestic PLLCs, including domestic PLLCs formed under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, and LLCs formed under the Tennessee Limited Liability Company Act, for which professional LLC status has been elected under the Tennessee Limited Liability Company Act, and foreign PLLCs to the same extent as those provisions apply to other domestic and foreign LLCs. Acts 2005, ch. 286, § 1.
Section 48-249-1002 applies to domestic PLLCs, including domestic PLLCs formed under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, and LLCs formed under the Tennessee Limited Liability Company Act, for which professional LLC status has been elected under the Tennessee Limited Liability Company Act, and foreign PLLCs to the same extent as those provisions apply to other domestic and foreign LLCs.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-248-406 — TN Code / Title 48 / Chapter 248 / Section 48-248-406
Liability
Status: in_force

(a) Each individual who renders professional services as a member, holder of financial interest, governor, manager, employee or other agent of a domestic or foreign PLLC is liable for such person's own negligent or wrongful acts or omissions to the same extent as if the person rendered the services as a sole practitioner. A member, holder of financial interest, governor, manager, employee or other agent of a domestic or foreign PLLC is not liable, however, for the conduct of other members, holders of financial interests, governors, managers, employees or agents of the PLLC unless such person is also at fault. (b) A domestic or foreign PLLC whose members, governors, managers, employees or other agents perform professional services within the scope of their employment or of their apparent authority to act for the PLLC is liable to the same extent as such members, governors, managers, employees or other agents. (c) Except as otherwise provided by this chapter, the personal liability of a member, holder of financial interests, governor, manager, employee or other agent of a domestic or foreign PLLC is no greater in any respect than the liability of a member, holder of financial interests, governor, manager, employee or other agent of an LLC organized under chapters 201-248 of this title. Acts 1994, ch. 868, § 1.
(a) Each individual who renders professional services as a member, holder of financial interest, governor, manager, employee or other agent of a domestic or foreign PLLC is liable for such person's own negligent or wrongful acts or omissions to the same extent as if the person rendered the services as a sole practitioner. A member, holder of financial interest, governor, manager, employee or other agent of a domestic or foreign PLLC is not liable, however, for the conduct of other members, holders of financial interests, governors, managers, employees or agents of the PLLC unless such person is also at fault.
(b) A domestic or foreign PLLC whose members, governors, managers, employees or other agents perform professional services within the scope of their employment or of their apparent authority to act for the PLLC is liable to the same extent as such members, governors, managers, employees or other agents.
(c) Except as otherwise provided by this chapter, the personal liability of a member, holder of financial interests, governor, manager, employee or other agent of a domestic or foreign PLLC is no greater in any respect than the liability of a member, holder of financial interests, governor, manager, employee or other agent of an LLC organized under chapters 201-248 of this title.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-54-102 — TN Code / Title 48 / Chapter 54 / Section 48-54-102
Reserved name
Status: repealed

(a) A person may reserve the exclusive use of a corporate name, including an assumed corporate name for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the corporate name applied for meets the requirements of § 48-54-101 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 or any other party may apply to reserve the same name. (b) The owner of a reserved corporate name, including an assumed corporate name, may transfer the reservation to another person by delivering to the secretary of state a notice of the transfer signed by the owner that states the name and address of the transferee. (c) The reservation of a specific name may be cancelled by filing with the secretary of state a notice, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee. Acts 1987, ch. 242, § 4.02; 1989, ch. 445, § 4.
(a) A person may reserve the exclusive use of a corporate name, including an assumed corporate name for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the corporate name applied for meets the requirements of § 48-54-101 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 or any other party may apply to reserve the same name.
(b) The owner of a reserved corporate name, including an assumed corporate name, may transfer the reservation to another person by delivering to the secretary of state a notice of the transfer signed by the owner that states the name and address of the transferee.
(c) The reservation of a specific name may be cancelled by filing with the secretary of state a notice, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee.
Acts 1987, ch. 242, § 4.02; 1989, ch. 445, § 4.
Tenn. Code Ann. § 48-57-207 — TN Code / Title 48 / Chapter 57 / Section 48-57-207
Other methods of electing directors
Status: in_force

A corporation may provide in its charter or bylaws for election of directors by members or delegates: (1) On the basis of chapter or other organizational unit; (2) By region or other geographic unit; (3) By preferential voting; or (4) By any other reasonable method. Acts 1987, ch. 242, § 7.26.
A corporation may provide in its charter or bylaws for election of directors by members or delegates:
(1) On the basis of chapter or other organizational unit;
(2) By region or other geographic unit;
(3) By preferential voting; or
(4) By any other reasonable method.
Acts 1987, ch. 242, § 7.26.
Tenn. Code Ann. § 48-12-102 — TN Code / Title 48 / Chapter 12 / Section 48-12-102
Charter
Status: in_force

(a) The charter must set forth: (1) A corporate name for the corporation that satisfies the requirements of § 48-14-101 ; (2) The number of shares the corporation is authorized to issue; (3) The street address and zip code of the corporation's initial registered office (and a mailing address such as a post office box if the United States postal service does not deliver to the registered agent's registered office), the county in which the office is located, and the name of its initial registered agent at that office; (4) The name and address and zip code of each incorporator; (5) The street address and zip code of the initial principal office of the corporation (and a mailing address such as a post office box if the United States postal service does not deliver to the principal office); (6) Information required by chapter 16 of this title; and (7) A statement that the corporation is for profit. (b) The charter may set forth: (1) The names and addresses of the individuals who are to serve as the initial directors; (2) Provisions not inconsistent with law: (A) Stating the purpose or purposes for which the corporation is organized; (B) Regarding the management of the business and regulating the affairs of the corporation; or (C) Defining, limiting and regulating the powers and rights of the corporation, its board of directors and shareholders; (3) (A) A provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided, that such provision shall not eliminate or limit the liability of a director: (i) For any breach of the director's duty of loyalty to the corporation or its shareholders; (ii) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) Under § 48-18-302 ; (B) No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provisions become effective. All references in this subdivision (b)(3) to a "director" are also deemed to refer to a member of the governing body of a corporation which dispenses with or limits the authority of the board of directors pursuant to § 48-18-101(c) ; and (4) Any provision that under chapters 11-27 of this title is required or permitted to be set forth in the bylaws. (c) The charter need not set forth any of the corporate powers enumerated in chapters 11-27 of this title. Amended by 2014 Tenn. Acts, ch. 783,s 2, eff. 7/1/2014. Amended by 2014 Tenn. Acts, ch. 783,s 1, eff. 7/1/2014. Acts 1986, ch. 887, § 2.02; 1987, ch. 273, §§ 20, 21, 48; 1991, ch. 188, § 2; 1994, ch. 776, §§ 6-8; 2012, ch. 1051, §§ 16 - 18.
(a) The charter must set forth: (1) A corporate name for the corporation that satisfies the requirements of § 48-14-101 ; (2) The number of shares the corporation is authorized to issue; (3) The street address and zip code of the corporation's initial registered office (and a mailing address such as a post office box if the United States postal service does not deliver to the registered agent's registered office), the county in which the office is located, and the name of its initial registered agent at that office; (4) The name and address and zip code of each incorporator; (5) The street address and zip code of the initial principal office of the corporation (and a mailing address such as a post office box if the United States postal service does not deliver to the principal office); (6) Information required by chapter 16 of this title; and (7) A statement that the corporation is for profit.
(1) A corporate name for the corporation that satisfies the requirements of § 48-14-101 ;
(2) The number of shares the corporation is authorized to issue;
(3) The street address and zip code of the corporation's initial registered office (and a mailing address such as a post office box if the United States postal service does not deliver to the registered agent's registered office), the county in which the office is located, and the name of its initial registered agent at that office;
(4) The name and address and zip code of each incorporator;
(5) The street address and zip code of the initial principal office of the corporation (and a mailing address such as a post office box if the United States postal service does not deliver to the principal office);
(6) Information required by chapter 16 of this title; and
(7) A statement that the corporation is for profit.
(b) The charter may set forth: (1) The names and addresses of the individuals who are to serve as the initial directors; (2) Provisions not inconsistent with law: (A) Stating the purpose or purposes for which the corporation is organized; (B) Regarding the management of the business and regulating the affairs of the corporation; or (C) Defining, limiting and regulating the powers and rights of the corporation, its board of directors and shareholders; (3) (A) A provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided, that such provision shall not eliminate or limit the liability of a director: (i) For any breach of the director's duty of loyalty to the corporation or its shareholders; (ii) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) Under § 48-18-302 ; (B) No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provisions become effective. All references in this subdivision (b)(3) to a "director" are also deemed to refer to a member of the governing body of a corporation which dispenses with or limits the authority of the board of directors pursuant to § 48-18-101(c) ; and (4) Any provision that under chapters 11-27 of this title is required or permitted to be set forth in the bylaws.
(1) The names and addresses of the individuals who are to serve as the initial directors;
(2) Provisions not inconsistent with law: (A) Stating the purpose or purposes for which the corporation is organized; (B) Regarding the management of the business and regulating the affairs of the corporation; or (C) Defining, limiting and regulating the powers and rights of the corporation, its board of directors and shareholders;
(A) Stating the purpose or purposes for which the corporation is organized;
(B) Regarding the management of the business and regulating the affairs of the corporation; or
(C) Defining, limiting and regulating the powers and rights of the corporation, its board of directors and shareholders;
(3) (A) A provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided, that such provision shall not eliminate or limit the liability of a director: (i) For any breach of the director's duty of loyalty to the corporation or its shareholders; (ii) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) Under § 48-18-302 ; (B) No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provisions become effective. All references in this subdivision (b)(3) to a "director" are also deemed to refer to a member of the governing body of a corporation which dispenses with or limits the authority of the board of directors pursuant to § 48-18-101(c) ; and
(A) A provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided, that such provision shall not eliminate or limit the liability of a director: (i) For any breach of the director's duty of loyalty to the corporation or its shareholders; (ii) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) Under § 48-18-302 ;
(i) For any breach of the director's duty of loyalty to the corporation or its shareholders;
(ii) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
(iii) Under § 48-18-302 ;
(B) No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provisions become effective. All references in this subdivision (b)(3) to a "director" are also deemed to refer to a member of the governing body of a corporation which dispenses with or limits the authority of the board of directors pursuant to § 48-18-101(c) ; and
(4) Any provision that under chapters 11-27 of this title is required or permitted to be set forth in the bylaws.
(c) The charter need not set forth any of the corporate powers enumerated in chapters 11-27 of this title.
Amended by 2014 Tenn. Acts, ch. 783,s 2, eff. 7/1/2014.
Amended by 2014 Tenn. Acts, ch. 783,s 1, eff. 7/1/2014.
Acts 1986, ch. 887, § 2.02; 1987, ch. 273, §§ 20, 21, 48; 1991, ch. 188, § 2; 1994, ch. 776, §§ 6-8; 2012, ch. 1051, §§ 16 - 18.
Tenn. Code Ann. § 48-51-102 — TN Code / Title 48 / Chapter 51 / Section 48-51-102
Reservation of power to amend or repeal
Status: in_force

The general assembly has the power to amend or repeal all or part of chapters 51-68 of this title at any time, and all domestic and foreign corporations subject to chapters 51-68 of this title shall be governed by the amendment or repeal. Acts 1987, ch. 242, § 1.02.
The general assembly has the power to amend or repeal all or part of chapters 51-68 of this title at any time, and all domestic and foreign corporations subject to chapters 51-68 of this title shall be governed by the amendment or repeal.
Acts 1987, ch. 242, § 1.02.
Tenn. Code Ann. § 48-58-201 — TN Code / Title 48 / Chapter 58 / Section 48-58-201
Regular and special meetings
Status: in_force

(a) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings. (b) A board of directors may hold regular or special meetings in or out of this state. Unless the charter or bylaws otherwise provide, special meetings of the board of directors may be called by the presiding officer of the board, the president, or any two (2) directors. (c) Unless the charter or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. Acts 1987, ch. 242, § 8.20.
(a) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.
(b) A board of directors may hold regular or special meetings in or out of this state. Unless the charter or bylaws otherwise provide, special meetings of the board of directors may be called by the presiding officer of the board, the president, or any two (2) directors.
(c) Unless the charter or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Acts 1987, ch. 242, § 8.20.
Tenn. Code Ann. § 48-101-620 — TN Code / Title 48 / Chapter 101 / Section 48-101-620
Privileged communications
Status: in_force

A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the statutes or common law of this state is not affected by this part. The privilege applies to a domestic or foreign professional corporation and to its employees in all situations in which it applies to communications between an individual rendering professional services on behalf of the corporation and the person receiving the services. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-620.
A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the statutes or common law of this state is not affected by this part. The privilege applies to a domestic or foreign professional corporation and to its employees in all situations in which it applies to communications between an individual rendering professional services on behalf of the corporation and the person receiving the services.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-620.
Tenn. Code Ann. § 48-249-913 — TN Code / Title 48 / Chapter 249 / Section 48-249-913
Transaction of business without certificate of authority
Status: in_force

(a) Access to courts. A foreign LLC transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. (b) Successors and transferees. The successor to a foreign LLC that transacted business in this state without a certificate of authority, and the transferee of a cause of action arising out of that business, may not maintain a proceeding on behalf of its predecessor or transferor based on a cause of action of its predecessor or transferor in any court in this state, until the foreign LLC or its successor obtains a certificate of authority. (c) Stay of proceedings. A court may stay a proceeding commenced by a foreign LLC, its successor or transferee, until it determines whether the foreign LLC or its successor is required to obtain a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign LLC or its successor obtains the certificate of authority. (d) Fine. A foreign LLC transacting business in this state without first having obtained a certificate of authority shall be fined and shall pay to the secretary of state three (3) times the otherwise required filing fee for each year or part of each year during which the foreign LLC failed to have such certificate of authority. (e) Payment of fines before filing of application. An application for a certificate of authority by a foreign LLC that has transacted business in this state without a certificate of authority shall not be filed with the secretary of state until all amounts due under subsection (d) have been paid. (f) Nonimpairment. Notwithstanding subsections (a) and (b), the failure of a foreign LLC to obtain a certificate of authority does not impair: (1) The validity of any contract or act of the foreign LLC; (2) The right of any other party to the contract to maintain any proceeding on the contract; or (3) The foreign LLC from defending any proceeding in any court of this state. (g) Liability for debts. A member or representative of a foreign LLC is not liable for the debts and obligations of the foreign LLC, solely by reason of the foreign LLC's having transacted business in this state without a valid certificate of authority. Acts 2005, ch. 286, § 1.
(a) Access to courts. A foreign LLC transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.
(b) Successors and transferees. The successor to a foreign LLC that transacted business in this state without a certificate of authority, and the transferee of a cause of action arising out of that business, may not maintain a proceeding on behalf of its predecessor or transferor based on a cause of action of its predecessor or transferor in any court in this state, until the foreign LLC or its successor obtains a certificate of authority.
(c) Stay of proceedings. A court may stay a proceeding commenced by a foreign LLC, its successor or transferee, until it determines whether the foreign LLC or its successor is required to obtain a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign LLC or its successor obtains the certificate of authority.
(d) Fine. A foreign LLC transacting business in this state without first having obtained a certificate of authority shall be fined and shall pay to the secretary of state three (3) times the otherwise required filing fee for each year or part of each year during which the foreign LLC failed to have such certificate of authority.
(e) Payment of fines before filing of application. An application for a certificate of authority by a foreign LLC that has transacted business in this state without a certificate of authority shall not be filed with the secretary of state until all amounts due under subsection (d) have been paid.
(f) Nonimpairment. Notwithstanding subsections (a) and (b), the failure of a foreign LLC to obtain a certificate of authority does not impair: (1) The validity of any contract or act of the foreign LLC; (2) The right of any other party to the contract to maintain any proceeding on the contract; or (3) The foreign LLC from defending any proceeding in any court of this state.
(1) The validity of any contract or act of the foreign LLC;
(2) The right of any other party to the contract to maintain any proceeding on the contract; or
(3) The foreign LLC from defending any proceeding in any court of this state.
(g) Liability for debts. A member or representative of a foreign LLC is not liable for the debts and obligations of the foreign LLC, solely by reason of the foreign LLC's having transacted business in this state without a valid certificate of authority.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-246-505 — TN Code / Title 48 / Chapter 246 / Section 48-246-505
Cancellation of certificate of authority following administrative revocation
Status: in_force

(a) When a foreign LLC, which has had its certificate of authority revoked, wishes to withdraw from the state, it may do so without first being reinstated by delivering to the secretary of state for filing a certificate of cancellation of authority following administrative revocation of the certificate of authority. The application shall set forth: (1) The name of the foreign LLC and the date of revocation, its current name, if different, and the name of the jurisdiction under whose law it is organized; (2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state; (3) That it either continues its registered agent in this state or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state; (4) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(3); and (5) A commitment to notify the secretary of state in the future of any change in its mailing address. (b) The secretary of state shall file the certificate of cancellation of authority of the foreign LLC if the secretary of state finds that the application: (1) Complies with subsection (a); and (2) Is accompanied by a tax clearance for termination or withdrawal relative to such foreign LLC. (c) After cancellation of the certificate of authority of the foreign LLC, service of process on the secretary of state or the continued registered agent under this section is service on the foreign LLC. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign LLC at the mailing address set forth under subdivision (a)(4). Acts 1994, ch. 868, § 1; 2010, ch. 741, § 35.
(a) When a foreign LLC, which has had its certificate of authority revoked, wishes to withdraw from the state, it may do so without first being reinstated by delivering to the secretary of state for filing a certificate of cancellation of authority following administrative revocation of the certificate of authority. The application shall set forth: (1) The name of the foreign LLC and the date of revocation, its current name, if different, and the name of the jurisdiction under whose law it is organized; (2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state; (3) That it either continues its registered agent in this state or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state; (4) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(3); and (5) A commitment to notify the secretary of state in the future of any change in its mailing address.
(1) The name of the foreign LLC and the date of revocation, its current name, if different, and the name of the jurisdiction under whose law it is organized;
(2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(3) That it either continues its registered agent in this state or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
(4) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(3); and
(5) A commitment to notify the secretary of state in the future of any change in its mailing address.
(b) The secretary of state shall file the certificate of cancellation of authority of the foreign LLC if the secretary of state finds that the application: (1) Complies with subsection (a); and (2) Is accompanied by a tax clearance for termination or withdrawal relative to such foreign LLC.
(1) Complies with subsection (a); and
(2) Is accompanied by a tax clearance for termination or withdrawal relative to such foreign LLC.
(c) After cancellation of the certificate of authority of the foreign LLC, service of process on the secretary of state or the continued registered agent under this section is service on the foreign LLC. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign LLC at the mailing address set forth under subdivision (a)(4).
Acts 1994, ch. 868, § 1; 2010, ch. 741, § 35.
Tenn. Code Ann. § 48-234-101 — TN Code / Title 48 / Chapter 234 / Section 48-234-101
Contribution allowance agreements
Status: in_force

(a) Agreements Permitted. Subject to any restrictions in the articles, an LLC may enter into contribution allowance agreements under the terms, provisions, and conditions, including the value being accorded such consideration called for in the contribution allowance agreement, fixed by the board of governors or the members by an action of the members or governors as required for the admission of a new member under § 48-232-102 and permitted under the articles or operating agreement. (b) Writing Required and Terms to Be Stated. A contribution allowance agreement must be in writing, and the writing must state in full, summarize, or incorporate by reference all the agreement's terms, provisions, and conditions. A contribution allowance agreement made after the formation of the LLC is not enforceable against the LLC unless it is approved by the required members or the board of governors, if applicable, sufficient to admit a new member under the articles or operating agreement and § 48-232-102 . (c) Restrictions on Assignment. The rights of a party to a contribution allowance agreement may not be assigned in whole or in part to a person who was not a member or a party to a contribution agreement or a party to a contribution allowance agreement at the time of the assignment, unless all the members approve the assignment by unanimous written consent or, if the articles or the operating agreement so permit, by the written consent of the members or the board of governors as required under § 48-232-101 and as permitted in the articles or operating agreement. Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 45-47.
(a) Agreements Permitted. Subject to any restrictions in the articles, an LLC may enter into contribution allowance agreements under the terms, provisions, and conditions, including the value being accorded such consideration called for in the contribution allowance agreement, fixed by the board of governors or the members by an action of the members or governors as required for the admission of a new member under § 48-232-102 and permitted under the articles or operating agreement.
(b) Writing Required and Terms to Be Stated. A contribution allowance agreement must be in writing, and the writing must state in full, summarize, or incorporate by reference all the agreement's terms, provisions, and conditions. A contribution allowance agreement made after the formation of the LLC is not enforceable against the LLC unless it is approved by the required members or the board of governors, if applicable, sufficient to admit a new member under the articles or operating agreement and § 48-232-102 .
(c) Restrictions on Assignment. The rights of a party to a contribution allowance agreement may not be assigned in whole or in part to a person who was not a member or a party to a contribution agreement or a party to a contribution allowance agreement at the time of the assignment, unless all the members approve the assignment by unanimous written consent or, if the articles or the operating agreement so permit, by the written consent of the members or the board of governors as required under § 48-232-101 and as permitted in the articles or operating agreement.
Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 45-47.
Tenn. Code Ann. § 48-61-120 — TN Code / Title 48 / Chapter 61 / Section 48-61-120
Effect of for-profit conversion
Status: in_force

(a) When a conversion of a domestic nonprofit corporation to a domestic business corporation becomes effective: (1) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment; (2) The liabilities of the corporation remain the liabilities of the corporation; (3) An action or proceeding pending against the corporation continues against the corporation as if the conversion had not occurred; (4) The charter of the domestic or foreign for-profit corporation becomes effective; (5) The memberships of the corporation are reclassified into shares, interests, securities, obligations, rights to acquire shares or securities, or into cash or other property in accordance with the plan of for-profit conversion, and the members are entitled only to the rights provided in the plan of for-profit conversion or to any rights they may have under charter or organic documents of the corporation; and (6) The corporation is deemed to: (A) Be a domestic business corporation for all purposes; (B) Be the same corporation without interruption as the corporation that existed prior to the conversion; and (C) Have been incorporated on the date it was originally incorporated as a domestic nonprofit corporation. (b) When a conversion of a domestic nonprofit corporation to a foreign for-profit corporation becomes effective, the foreign for-profit corporation is deemed to: (1) Appoint the secretary of state as its agent for service of process in a proceeding to enforce the rights of members who exercise appraisal rights in connection with the conversion; and (2) Agree that it will promptly pay the amount, if any, to which such members are entitled under the charter or organic documents of the corporation. (c) The owner liability of a member in a domestic nonprofit corporation that converts to a domestic business corporation shall be as follows: (1) The conversion does not discharge any owner liability of the member as a member of the nonprofit corporation to the extent any such owner liability arose before the effective time of the articles of for-profit conversion; (2) The member shall not have owner liability for any debt, obligation, or liability of the for-profit corporation that arises after the effective time of the articles of for-profit conversion; (3) The laws of this state shall continue to apply to the collection or discharge of any owner liability preserved by subdivision (c)(1), as if the conversion had not occurred and the business corporation were still a nonprofit corporation; and (4) The member shall have whatever rights of contribution from other members are provided by the laws of this state with respect to any owner liability preserved by subdivision (c)(1), as if the conversion had not occurred and the business corporation was still a nonprofit corporation. (d) A member who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of the business corporation shall have owner liability only for those debts, obligations, or liabilities of the business corporation that arise after the effective time of the articles of for-profit conversion. Added by 2014 Tenn. Acts, ch. 899, s 72, eff. 1/1/2015.
(a) When a conversion of a domestic nonprofit corporation to a domestic business corporation becomes effective: (1) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment; (2) The liabilities of the corporation remain the liabilities of the corporation; (3) An action or proceeding pending against the corporation continues against the corporation as if the conversion had not occurred; (4) The charter of the domestic or foreign for-profit corporation becomes effective; (5) The memberships of the corporation are reclassified into shares, interests, securities, obligations, rights to acquire shares or securities, or into cash or other property in accordance with the plan of for-profit conversion, and the members are entitled only to the rights provided in the plan of for-profit conversion or to any rights they may have under charter or organic documents of the corporation; and (6) The corporation is deemed to: (A) Be a domestic business corporation for all purposes; (B) Be the same corporation without interruption as the corporation that existed prior to the conversion; and (C) Have been incorporated on the date it was originally incorporated as a domestic nonprofit corporation.
(1) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment;
(2) The liabilities of the corporation remain the liabilities of the corporation;
(3) An action or proceeding pending against the corporation continues against the corporation as if the conversion had not occurred;
(4) The charter of the domestic or foreign for-profit corporation becomes effective;
(5) The memberships of the corporation are reclassified into shares, interests, securities, obligations, rights to acquire shares or securities, or into cash or other property in accordance with the plan of for-profit conversion, and the members are entitled only to the rights provided in the plan of for-profit conversion or to any rights they may have under charter or organic documents of the corporation; and
(6) The corporation is deemed to: (A) Be a domestic business corporation for all purposes; (B) Be the same corporation without interruption as the corporation that existed prior to the conversion; and (C) Have been incorporated on the date it was originally incorporated as a domestic nonprofit corporation.
(A) Be a domestic business corporation for all purposes;
(B) Be the same corporation without interruption as the corporation that existed prior to the conversion; and
(C) Have been incorporated on the date it was originally incorporated as a domestic nonprofit corporation.
(b) When a conversion of a domestic nonprofit corporation to a foreign for-profit corporation becomes effective, the foreign for-profit corporation is deemed to: (1) Appoint the secretary of state as its agent for service of process in a proceeding to enforce the rights of members who exercise appraisal rights in connection with the conversion; and (2) Agree that it will promptly pay the amount, if any, to which such members are entitled under the charter or organic documents of the corporation.
(1) Appoint the secretary of state as its agent for service of process in a proceeding to enforce the rights of members who exercise appraisal rights in connection with the conversion; and
(2) Agree that it will promptly pay the amount, if any, to which such members are entitled under the charter or organic documents of the corporation.
(c) The owner liability of a member in a domestic nonprofit corporation that converts to a domestic business corporation shall be as follows: (1) The conversion does not discharge any owner liability of the member as a member of the nonprofit corporation to the extent any such owner liability arose before the effective time of the articles of for-profit conversion; (2) The member shall not have owner liability for any debt, obligation, or liability of the for-profit corporation that arises after the effective time of the articles of for-profit conversion; (3) The laws of this state shall continue to apply to the collection or discharge of any owner liability preserved by subdivision (c)(1), as if the conversion had not occurred and the business corporation were still a nonprofit corporation; and (4) The member shall have whatever rights of contribution from other members are provided by the laws of this state with respect to any owner liability preserved by subdivision (c)(1), as if the conversion had not occurred and the business corporation was still a nonprofit corporation.
(1) The conversion does not discharge any owner liability of the member as a member of the nonprofit corporation to the extent any such owner liability arose before the effective time of the articles of for-profit conversion;
(2) The member shall not have owner liability for any debt, obligation, or liability of the for-profit corporation that arises after the effective time of the articles of for-profit conversion;
(3) The laws of this state shall continue to apply to the collection or discharge of any owner liability preserved by subdivision (c)(1), as if the conversion had not occurred and the business corporation were still a nonprofit corporation; and
(4) The member shall have whatever rights of contribution from other members are provided by the laws of this state with respect to any owner liability preserved by subdivision (c)(1), as if the conversion had not occurred and the business corporation was still a nonprofit corporation.
(d) A member who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of the business corporation shall have owner liability only for those debts, obligations, or liabilities of the business corporation that arise after the effective time of the articles of for-profit conversion.
Added by 2014 Tenn. Acts, ch. 899, s 72, eff. 1/1/2015.
Tenn. Code Ann. § 48-103-207 — TN Code / Title 48 / Chapter 103 / Section 48-103-207
Exemptions
Status: in_force

Business combinations which would otherwise be subject to regulation under § 48-103-205 or § 48-103-206 shall be exempt from regulation thereunder if one (1) or more of the following subdivisions are applicable: (1) Unless the charter of the resident domestic corporation provides otherwise, §§ 48-103-205 and 48-103-206 shall not apply to any business combination of a resident domestic corporation with, or proposed by or on behalf of, an interested shareholder or any associate or affiliate of such interested shareholder: (A) If the resident domestic corporation did not have, on such interested shareholder's share acquisition date, a class of voting stock registered or traded on a national securities exchange or registered with the securities and exchange commission pursuant to § 12(g) of the Exchange Act ( 15 U.S.C. § 78 l (g)); or (B) Regardless of such registration, if the resident domestic corporation was, on such interested shareholder's share acquisition date, a holding company whose principal subsidiary was a domestic life insurance company; (2) Unless the charter of the resident domestic corporation provides otherwise, §§ 48-103-205 and 48-103-206 shall not apply to any business combination of a resident domestic corporation with, or proposed by or on behalf of, an interested shareholder who was an interested shareholder prior to March 11, 1988, unless subsequent thereto such interested shareholder increased such interested shareholder's proportion of the voting power of the resident domestic corporation's outstanding voting stock to a proportion in excess of the proportion of voting power such interested shareholder held prior to March 11, 1988, without prior board approval; (3) Sections 48-103-205 and 48-103-206 shall not apply to any business combination of a resident domestic corporation, the original charter or original bylaws of which contain a provision, or whose board of directors or shareholders adopt an amendment to the resident domestic corporation's bylaws within ninety (90) days of March 11, 1988, or, if no class or series of its voting stock is registered or traded on a national securities exchange or registered with the securities and exchange commission pursuant to § 12(g) of the Exchange Act within ninety (90) days of March 11, 1988, prior to the issuance of any voting stock registered or traded on a national securities exchange or registered with the securities and exchange commission pursuant to § 12(g) of the Exchange Act, expressly electing not to be governed by §§ 48-103-205 and 48-103-206 ; (4) Sections 48-103-205 and 48-103-206 shall not apply to any business combination of a resident domestic corporation with, or proposed by or on behalf of, an interested shareholder of such corporation who became an interested shareholder inadvertently, if such interested shareholder: (A) As soon as practicable divests itself of a sufficient amount of the voting stock of such resident domestic corporation so that it no longer is the beneficial owner, directly or indirectly, of ten percent (10%) or more of the voting power of the outstanding voting stock of such corporation; and (B) Would not at any time within the five-year period preceding the announcement date with respect to such business combination have been an interested shareholder but for such inadvertent acquisition; (5) Sections 48-103-205 and 48-103-206 shall not apply to a resident domestic corporation otherwise subject to this part if an amendment to the charter or bylaws of the resident domestic corporation is approved by a majority of the continuing shares, which amendment expressly provides that such resident domestic corporation shall not be subject to §§ 48-103-205 and 48-103-206 , and such amendment further expressly provides that it is not to be effective until two (2) years after the vote of the continuing shares. Acts 1988, ch. 500, § 6; T.C.A., § 48-35-207.
Business combinations which would otherwise be subject to regulation under § 48-103-205 or § 48-103-206 shall be exempt from regulation thereunder if one (1) or more of the following subdivisions are applicable:
(1) Unless the charter of the resident domestic corporation provides otherwise, §§ 48-103-205 and 48-103-206 shall not apply to any business combination of a resident domestic corporation with, or proposed by or on behalf of, an interested shareholder or any associate or affiliate of such interested shareholder: (A) If the resident domestic corporation did not have, on such interested shareholder's share acquisition date, a class of voting stock registered or traded on a national securities exchange or registered with the securities and exchange commission pursuant to § 12(g) of the Exchange Act ( 15 U.S.C. § 78 l (g)); or (B) Regardless of such registration, if the resident domestic corporation was, on such interested shareholder's share acquisition date, a holding company whose principal subsidiary was a domestic life insurance company;
(A) If the resident domestic corporation did not have, on such interested shareholder's share acquisition date, a class of voting stock registered or traded on a national securities exchange or registered with the securities and exchange commission pursuant to § 12(g) of the Exchange Act ( 15 U.S.C. § 78 l (g)); or
(B) Regardless of such registration, if the resident domestic corporation was, on such interested shareholder's share acquisition date, a holding company whose principal subsidiary was a domestic life insurance company;
(2) Unless the charter of the resident domestic corporation provides otherwise, §§ 48-103-205 and 48-103-206 shall not apply to any business combination of a resident domestic corporation with, or proposed by or on behalf of, an interested shareholder who was an interested shareholder prior to March 11, 1988, unless subsequent thereto such interested shareholder increased such interested shareholder's proportion of the voting power of the resident domestic corporation's outstanding voting stock to a proportion in excess of the proportion of voting power such interested shareholder held prior to March 11, 1988, without prior board approval;
(3) Sections 48-103-205 and 48-103-206 shall not apply to any business combination of a resident domestic corporation, the original charter or original bylaws of which contain a provision, or whose board of directors or shareholders adopt an amendment to the resident domestic corporation's bylaws within ninety (90) days of March 11, 1988, or, if no class or series of its voting stock is registered or traded on a national securities exchange or registered with the securities and exchange commission pursuant to § 12(g) of the Exchange Act within ninety (90) days of March 11, 1988, prior to the issuance of any voting stock registered or traded on a national securities exchange or registered with the securities and exchange commission pursuant to § 12(g) of the Exchange Act, expressly electing not to be governed by §§ 48-103-205 and 48-103-206 ;
(4) Sections 48-103-205 and 48-103-206 shall not apply to any business combination of a resident domestic corporation with, or proposed by or on behalf of, an interested shareholder of such corporation who became an interested shareholder inadvertently, if such interested shareholder: (A) As soon as practicable divests itself of a sufficient amount of the voting stock of such resident domestic corporation so that it no longer is the beneficial owner, directly or indirectly, of ten percent (10%) or more of the voting power of the outstanding voting stock of such corporation; and (B) Would not at any time within the five-year period preceding the announcement date with respect to such business combination have been an interested shareholder but for such inadvertent acquisition;
(A) As soon as practicable divests itself of a sufficient amount of the voting stock of such resident domestic corporation so that it no longer is the beneficial owner, directly or indirectly, of ten percent (10%) or more of the voting power of the outstanding voting stock of such corporation; and
(B) Would not at any time within the five-year period preceding the announcement date with respect to such business combination have been an interested shareholder but for such inadvertent acquisition;
(5) Sections 48-103-205 and 48-103-206 shall not apply to a resident domestic corporation otherwise subject to this part if an amendment to the charter or bylaws of the resident domestic corporation is approved by a majority of the continuing shares, which amendment expressly provides that such resident domestic corporation shall not be subject to §§ 48-103-205 and 48-103-206 , and such amendment further expressly provides that it is not to be effective until two (2) years after the vote of the continuing shares.
Acts 1988, ch. 500, § 6; T.C.A., § 48-35-207.
Tenn. Code Ann. § 48-58-204 — TN Code / Title 48 / Chapter 58 / Section 48-58-204
Waiver of notice
Status: in_force

(a) A director may waive any notice required by chapters 51-68 of this title, the charter or bylaws before or after the date and time stated in the notice. Except as provided in subsection (b), the waiver must be in the form of a document, signed by the director entitled to the notice, and filed with the minutes or the corporate records. (b) A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director at the beginning of the meeting (or promptly upon the director's arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Amended by 2014 Tenn. Acts, ch. 899,s 33, eff. 1/1/2015. Acts 1987, ch. 242, § 8.23.
(a) A director may waive any notice required by chapters 51-68 of this title, the charter or bylaws before or after the date and time stated in the notice. Except as provided in subsection (b), the waiver must be in the form of a document, signed by the director entitled to the notice, and filed with the minutes or the corporate records.
(b) A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director at the beginning of the meeting (or promptly upon the director's arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Amended by 2014 Tenn. Acts, ch. 899,s 33, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.23.
Tenn. Code Ann. § 48-249-1015 — TN Code / Title 48 / Chapter 249 / Section 48-249-1015
Powers
Status: in_force

The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by this chapter, including, but not limited to, the power to promulgate necessary and appropriate rules and regulations consistent with this chapter 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 domestic or foreign LLC has terminated, withdrawn from this state or had its certificate of authority revoked. Acts 2005, ch. 286, § 1.
The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by this chapter, including, but not limited to, the power to promulgate necessary and appropriate rules and regulations consistent with this chapter 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 domestic or foreign LLC has terminated, withdrawn from this state or had its certificate of authority revoked.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-102-303 — TN Code / Title 48 / Chapter 102 / Section 48-102-303
Execution of mortgages and evidences of indebtedness - Liability of members
Status: in_force

(a) The chancellor commander of the lodge has the power to execute and issue the evidences of indebtedness, and to execute any mortgage, deed of trust, transfer, or other conveyance provided for in this part, whenever the chancellor has been instructed by a meeting of the chancellor's lodge to do so. All such evidences of indebtedness, mortgages, deeds of trust, or other conveyances provided for in this part shall be executed by such chancellor commander in the name of the lodge, and shall be attested by the keeper of records and seal of such lodge under its seal. (b) Neither the chancellor commander, nor the keeper of records and seal, nor any member of the lodge, shall be individually liable for any of the indebtedness incurred by authority of this part. Acts 1905, ch. 141, § 3; Shan., § 2577a3; Code 1932, § 4418; T.C.A. (orig. ed.), §§ 48-1518, 48-4-303.
(a) The chancellor commander of the lodge has the power to execute and issue the evidences of indebtedness, and to execute any mortgage, deed of trust, transfer, or other conveyance provided for in this part, whenever the chancellor has been instructed by a meeting of the chancellor's lodge to do so. All such evidences of indebtedness, mortgages, deeds of trust, or other conveyances provided for in this part shall be executed by such chancellor commander in the name of the lodge, and shall be attested by the keeper of records and seal of such lodge under its seal.
(b) Neither the chancellor commander, nor the keeper of records and seal, nor any member of the lodge, shall be individually liable for any of the indebtedness incurred by authority of this part.
Acts 1905, ch. 141, § 3; Shan., § 2577a3; Code 1932, § 4418; T.C.A. (orig. ed.), §§ 48-1518, 48-4-303.
Tenn. Code Ann. § 48-103-103 — TN Code / Title 48 / Chapter 103 / Section 48-103-103
Limitations on offerors
Status: in_force

(a) No offeror shall make a takeover offer if the offeror beneficially owns, directly or indirectly, five percent (5%) or more of any class of the equity securities of the offeree company, any of which were purchased within one (1) year before the proposed takeover offer, unless the offeror, before making such purchase, has made a public announcement of the offeror's intention with respect to changing or influencing the management or control of the offeree company, has made a full, fair and effective disclosure of such intention to the persons from whom the offeror intends to acquire such securities, and has filed with the commissioner and with the offeree company a statement signifying such intentions and containing such additional information as the commissioner by rule prescribes. (b) No offeror may make a takeover offer involving an offeree company which is not made to the holders of record or beneficial owners of the equity securities of the offeree company who reside in this state, or which is not made to such persons on substantially the same terms as the offer is made to those holders or owners who reside outside this state. (c) An offeror shall provide that any equity securities of an offeree company deposited or tendered pursuant to a takeover offer may be withdrawn by or on behalf of any offeree at any time within seven (7) days from the date the offer has become effective under this part, or after sixty (60) days from the date the offer has become effective under this part, except as the commissioner may otherwise prescribe by rule or order for the protection of investors. (d) If an offeror makes a takeover offer for less than all the outstanding equity securities of any class, and if the number of securities deposited or tendered pursuant thereto within ten (10) days after the offer has become effective under this part and copies of the offer or notice of any increase in the consideration offered, are first published or sent or given to offerees is greater than the number the offeror has offered to accept and pay for, the securities shall be accepted pro rata, disregarding fractions, according to the number of securities deposited or tendered by or on behalf of each offeree. (e) If an offeror varies the terms of a takeover offer before its expiration date by increasing the consideration offered to offerees, the offeror shall pay the increased consideration for all equity securities accepted, whether such securities have been accepted by the offeror before or after the variation in the terms of the offer. (f) No offeror may acquire, remove or exercise control, directly or indirectly, over any assets of an offeree company located in this state in connection with a takeover offer unless the takeover offer is effective or exempt under this part, except as permitted by order of the commissioner. Acts 1976, ch. 536, § 2; T.C.A., § 48-2103; Acts 1985, ch. 361, § 2; T.C.A., §§ 48-5-103, 48-35-103.
(a) No offeror shall make a takeover offer if the offeror beneficially owns, directly or indirectly, five percent (5%) or more of any class of the equity securities of the offeree company, any of which were purchased within one (1) year before the proposed takeover offer, unless the offeror, before making such purchase, has made a public announcement of the offeror's intention with respect to changing or influencing the management or control of the offeree company, has made a full, fair and effective disclosure of such intention to the persons from whom the offeror intends to acquire such securities, and has filed with the commissioner and with the offeree company a statement signifying such intentions and containing such additional information as the commissioner by rule prescribes.
(b) No offeror may make a takeover offer involving an offeree company which is not made to the holders of record or beneficial owners of the equity securities of the offeree company who reside in this state, or which is not made to such persons on substantially the same terms as the offer is made to those holders or owners who reside outside this state.
(c) An offeror shall provide that any equity securities of an offeree company deposited or tendered pursuant to a takeover offer may be withdrawn by or on behalf of any offeree at any time within seven (7) days from the date the offer has become effective under this part, or after sixty (60) days from the date the offer has become effective under this part, except as the commissioner may otherwise prescribe by rule or order for the protection of investors.
(d) If an offeror makes a takeover offer for less than all the outstanding equity securities of any class, and if the number of securities deposited or tendered pursuant thereto within ten (10) days after the offer has become effective under this part and copies of the offer or notice of any increase in the consideration offered, are first published or sent or given to offerees is greater than the number the offeror has offered to accept and pay for, the securities shall be accepted pro rata, disregarding fractions, according to the number of securities deposited or tendered by or on behalf of each offeree.
(e) If an offeror varies the terms of a takeover offer before its expiration date by increasing the consideration offered to offerees, the offeror shall pay the increased consideration for all equity securities accepted, whether such securities have been accepted by the offeror before or after the variation in the terms of the offer.
(f) No offeror may acquire, remove or exercise control, directly or indirectly, over any assets of an offeree company located in this state in connection with a takeover offer unless the takeover offer is effective or exempt under this part, except as permitted by order of the commissioner.
Acts 1976, ch. 536, § 2; T.C.A., § 48-2103; Acts 1985, ch. 361, § 2; T.C.A., §§ 48-5-103, 48-35-103.
Tenn. Code Ann. § 48-244-201 — TN Code / Title 48 / Chapter 244 / Section 48-244-201
Transfer of assets and when permitted
Status: in_force

(a) Member Approval and When not Required. Unless otherwise provided in the articles or operating agreement, an LLC, by affirmative vote of a majority of the governors present at a duly called and held meeting, if board-managed, or by a majority vote, if member-managed, may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets in the usual and regular course of its business and grant a security interest in all or substantially all of its property and assets whether or not in the usual and regular course of its business, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property. (b) Member Approval and When Required. (1) Unless otherwise provided in the articles or in an operating agreement, a board-managed LLC, by affirmative vote of a majority of the governors present at a duly called and held meeting, may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets, including its goodwill, not in the usual and regular course of its business, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board of governors considers expedient. (2) In the case of a board-managed LLC, the action of the board of governors in subdivision (b)(1) must be approved by the members or, in the case of a member-managed LLC, the members must approve the sale, lease, transfer or other disposition of all or substantially all of the LLC's property and assets not in the usual and regular course of business at a regular or special meeting of the members by majority vote. Written notice of the meeting must be given to all members whether or not they are entitled to vote at the meeting. The written notice must state that a purpose of the meeting is to consider the sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the LLC not in the usual and regular course of business. (c) Signing of Documents. Confirmatory deeds, assignments, or similar instruments to evidence a sale, lease, transfer, or other disposition may be signed and delivered at any time in the name of the transferor by any one (1) of its current managers or, if the LLC no longer exists, by any one (1) of its last managers. (d) Transferee Liability. The transferee is liable for the debts, obligations, and liabilities of the transferor only to the extent provided in the contract or agreement between the transferee and the transferor or to the extent provided by chapters 201-248 of this title or other statutes of this state. Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 74, 75.
(a) Member Approval and When not Required. Unless otherwise provided in the articles or operating agreement, an LLC, by affirmative vote of a majority of the governors present at a duly called and held meeting, if board-managed, or by a majority vote, if member-managed, may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets in the usual and regular course of its business and grant a security interest in all or substantially all of its property and assets whether or not in the usual and regular course of its business, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property.
(b) Member Approval and When Required. (1) Unless otherwise provided in the articles or in an operating agreement, a board-managed LLC, by affirmative vote of a majority of the governors present at a duly called and held meeting, may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets, including its goodwill, not in the usual and regular course of its business, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board of governors considers expedient. (2) In the case of a board-managed LLC, the action of the board of governors in subdivision (b)(1) must be approved by the members or, in the case of a member-managed LLC, the members must approve the sale, lease, transfer or other disposition of all or substantially all of the LLC's property and assets not in the usual and regular course of business at a regular or special meeting of the members by majority vote. Written notice of the meeting must be given to all members whether or not they are entitled to vote at the meeting. The written notice must state that a purpose of the meeting is to consider the sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the LLC not in the usual and regular course of business.
(1) Unless otherwise provided in the articles or in an operating agreement, a board-managed LLC, by affirmative vote of a majority of the governors present at a duly called and held meeting, may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets, including its goodwill, not in the usual and regular course of its business, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board of governors considers expedient.
(2) In the case of a board-managed LLC, the action of the board of governors in subdivision (b)(1) must be approved by the members or, in the case of a member-managed LLC, the members must approve the sale, lease, transfer or other disposition of all or substantially all of the LLC's property and assets not in the usual and regular course of business at a regular or special meeting of the members by majority vote. Written notice of the meeting must be given to all members whether or not they are entitled to vote at the meeting. The written notice must state that a purpose of the meeting is to consider the sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the LLC not in the usual and regular course of business.
(c) Signing of Documents. Confirmatory deeds, assignments, or similar instruments to evidence a sale, lease, transfer, or other disposition may be signed and delivered at any time in the name of the transferor by any one (1) of its current managers or, if the LLC no longer exists, by any one (1) of its last managers.
(d) Transferee Liability. The transferee is liable for the debts, obligations, and liabilities of the transferor only to the extent provided in the contract or agreement between the transferee and the transferor or to the extent provided by chapters 201-248 of this title or other statutes of this state.
Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 74, 75.
Tenn. Code Ann. § 48-248-409 — TN Code / Title 48 / Chapter 248 / Section 48-248-409
Dissolution
Status: in_force

The attorney general and reporter may commence a proceeding under § 48-245-902 to dissolve a PLLC if: (1) The secretary of state or a licensing authority with jurisdiction over a professional service described in the PLLC's articles serves written notice on the PLLC in accordance with § 48-208-104 , that it has violated or is violating a provision of this chapter; (2) The PLLC does not correct each alleged violation, or demonstrate to the reasonable satisfaction of the secretary of state or licensing authority that it did not occur, within sixty (60) days after service of the notice in accordance with § 48-208-104 ; and (3) The secretary of state or licensing authority certifies to the attorney general and reporter a description of the violation, that it properly notified the PLLC of the violation, and that the PLLC did not correct it, or demonstrate that it did not occur, within sixty (60) days after service of the notice, in accordance with § 48-208-104 . Acts 1994, ch. 868, § 1.
The attorney general and reporter may commence a proceeding under § 48-245-902 to dissolve a PLLC if:
(1) The secretary of state or a licensing authority with jurisdiction over a professional service described in the PLLC's articles serves written notice on the PLLC in accordance with § 48-208-104 , that it has violated or is violating a provision of this chapter;
(2) The PLLC does not correct each alleged violation, or demonstrate to the reasonable satisfaction of the secretary of state or licensing authority that it did not occur, within sixty (60) days after service of the notice in accordance with § 48-208-104 ; and
(3) The secretary of state or licensing authority certifies to the attorney general and reporter a description of the violation, that it properly notified the PLLC of the violation, and that the PLLC did not correct it, or demonstrate that it did not occur, within sixty (60) days after service of the notice, in accordance with § 48-208-104 .
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-15-104 — TN Code / Title 48 / Chapter 15 / Section 48-15-104
Service on corporation
Status: in_force

(a) A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation. (b) Whenever a domestic or foreign corporation authorized to do business in this state fails to appoint or maintain a registered agent in this state, whenever its registered agent cannot be found with reasonable diligence, whenever a foreign corporation shall transact business or conduct affairs in this state without first procuring a certificate of authority to do so from the secretary of state, or whenever the certificate of authority of a foreign corporation shall have been withdrawn or revoked, then the secretary of state shall be an agent of such corporation upon whom any such process, notice or demand may be served. (c) Whenever a domestic or foreign corporation authorized to do business in this state is an employer within the meaning of the Workers' Compensation Law and such corporation is, for the purpose of such Workers' Compensation Law, self insured or a part of a self-insurance pool as provided in title 50, chapter 6, part 4, such corporation shall, for workers' compensation actions only, be required to appoint the commissioner of commerce and insurance and the commissioner's chief deputy, or their successors, as its true and lawful attorneys upon either of whom all lawful process in any such action or legal proceeding against it may be served as is required of insurance companies by § 56-2-103 . (d) This section does not prescribe the only means, or necessarily the required means, of serving a corporation. Acts 1986, ch. 887, § 5.04; 1987, ch. 273, §§ 30, 47.
(a) A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation.
(b) Whenever a domestic or foreign corporation authorized to do business in this state fails to appoint or maintain a registered agent in this state, whenever its registered agent cannot be found with reasonable diligence, whenever a foreign corporation shall transact business or conduct affairs in this state without first procuring a certificate of authority to do so from the secretary of state, or whenever the certificate of authority of a foreign corporation shall have been withdrawn or revoked, then the secretary of state shall be an agent of such corporation upon whom any such process, notice or demand may be served.
(c) Whenever a domestic or foreign corporation authorized to do business in this state is an employer within the meaning of the Workers' Compensation Law and such corporation is, for the purpose of such Workers' Compensation Law, self insured or a part of a self-insurance pool as provided in title 50, chapter 6, part 4, such corporation shall, for workers' compensation actions only, be required to appoint the commissioner of commerce and insurance and the commissioner's chief deputy, or their successors, as its true and lawful attorneys upon either of whom all lawful process in any such action or legal proceeding against it may be served as is required of insurance companies by § 56-2-103 .
(d) This section does not prescribe the only means, or necessarily the required means, of serving a corporation.
Acts 1986, ch. 887, § 5.04; 1987, ch. 273, §§ 30, 47.
Tenn. Code Ann. § 48-57-107 — TN Code / Title 48 / Chapter 57 / Section 48-57-107
Record date - Determining members entitled to notice and vote
Status: in_force

(a) The bylaws may fix or provide the manner of fixing the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held, are entitled to notice of the meeting. (b) The bylaws may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a member's meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting. (c) The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If no such record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later, are entitled to exercise rights. (d) A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of members occurs. (e) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than four (4) months after the record date for determining members entitled to notice of the original meeting. (f) If a court orders a meeting adjourned to a date more than four (4) months after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting. Acts 1987, ch. 242, § 7.07.
(a) The bylaws may fix or provide the manner of fixing the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held, are entitled to notice of the meeting.
(b) The bylaws may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a member's meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.
(c) The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If no such record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later, are entitled to exercise rights.
(d) A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of members occurs.
(e) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than four (4) months after the record date for determining members entitled to notice of the original meeting.
(f) If a court orders a meeting adjourned to a date more than four (4) months after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting.
Acts 1987, ch. 242, § 7.07.
Tenn. Code Ann. § 48-249-1122 — TN Code / Title 48 / Chapter 249 / Section 48-249-1122
Dissolution
Status: in_force

The attorney general and reporter may commence a proceeding to dissolve a PLLC under § 48-249-617 , if: (1) The secretary of state or a licensing authority with jurisdiction over a professional service described in the PLLC's articles serves written notice on the PLLC, in accordance with § 48-249-112 , that it has violated or is violating a provision of this part; (2) The PLLC does not correct each alleged violation, or demonstrate to the reasonable satisfaction of the secretary of state or licensing authority that such violation did not occur, within sixty (60) days after service of the notice, in accordance with § 48-249-112 ; and (3) The secretary of state or licensing authority certifies to the attorney general and reporter a description of the violation, that it properly notified the PLLC of the violation, and that the PLLC did not correct such violation, or demonstrate that it did not occur, within sixty (60) days after service of the notice, in accordance with § 48-249-112 . Acts 2005, ch. 286, § 1.
The attorney general and reporter may commence a proceeding to dissolve a PLLC under § 48-249-617 , if:
(1) The secretary of state or a licensing authority with jurisdiction over a professional service described in the PLLC's articles serves written notice on the PLLC, in accordance with § 48-249-112 , that it has violated or is violating a provision of this part;
(2) The PLLC does not correct each alleged violation, or demonstrate to the reasonable satisfaction of the secretary of state or licensing authority that such violation did not occur, within sixty (60) days after service of the notice, in accordance with § 48-249-112 ; and
(3) The secretary of state or licensing authority certifies to the attorney general and reporter a description of the violation, that it properly notified the PLLC of the violation, and that the PLLC did not correct such violation, or demonstrate that it did not occur, within sixty (60) days after service of the notice, in accordance with § 48-249-112 .
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-23-209 — TN Code / Title 48 / Chapter 23 / Section 48-23-209
Procedure if shareholder dissatisfied with payment or offer
Status: in_force

(a) A dissenter may notify the corporation in writing of the dissenter's own estimate of the fair value of the dissenter's shares and amount of interest due, and demand payment of the dissenter's estimate (less any payment under § 48-23-206 ), or reject the corporation's offer under § 48-23-208 and demand payment of the fair value of the dissenter's shares and interest due, if: (1) The dissenter believes that the amount paid under § 48-23-206 or offered under § 48-23-208 is less than the fair value of the dissenter's shares or that the interest due is incorrectly calculated; (2) The corporation fails to make payment under § 48-23-206 within two (2) months after the date set for demanding payment; or (3) The corporation, having failed to effectuate the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within two (2) months after the date set for demanding payment. (b) A dissenter waives the dissenter's right to demand payment under this section unless the dissenter notifies the corporation of the dissenter's demand in writing under subsection (a) within one (1) month after the corporation made or offered payment for the dissenter's shares. Acts 1986, ch. 887, § 13.28.
(a) A dissenter may notify the corporation in writing of the dissenter's own estimate of the fair value of the dissenter's shares and amount of interest due, and demand payment of the dissenter's estimate (less any payment under § 48-23-206 ), or reject the corporation's offer under § 48-23-208 and demand payment of the fair value of the dissenter's shares and interest due, if: (1) The dissenter believes that the amount paid under § 48-23-206 or offered under § 48-23-208 is less than the fair value of the dissenter's shares or that the interest due is incorrectly calculated; (2) The corporation fails to make payment under § 48-23-206 within two (2) months after the date set for demanding payment; or (3) The corporation, having failed to effectuate the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within two (2) months after the date set for demanding payment.
(1) The dissenter believes that the amount paid under § 48-23-206 or offered under § 48-23-208 is less than the fair value of the dissenter's shares or that the interest due is incorrectly calculated;
(2) The corporation fails to make payment under § 48-23-206 within two (2) months after the date set for demanding payment; or
(3) The corporation, having failed to effectuate the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within two (2) months after the date set for demanding payment.
(b) A dissenter waives the dissenter's right to demand payment under this section unless the dissenter notifies the corporation of the dissenter's demand in writing under subsection (a) within one (1) month after the corporation made or offered payment for the dissenter's shares.
Acts 1986, ch. 887, § 13.28.
Tenn. Code Ann. § 48-249-1017 — TN Code / Title 48 / Chapter 249 / Section 48-249-1017
Annual report for secretary of state
Status: in_force

(a) Required contents. Each domestic LLC and each foreign LLC authorized to transact business in this state shall file with the secretary of state an annual report that sets forth the following: (1) The name of the domestic or foreign LLC and the jurisdiction under the laws of which it is formed; (2) The street address and zip code of its registered office and the name of its registered agent at that office in this state; (3) The street address, including the zip code, of its principal executive office (and a mailing address such as a post office box if the United States postal service does not deliver to the principal executive office); (4) If the domestic or foreign LLC is a director-managed LLC or a manager-managed LLC, or its equivalent, the names and business addresses, including the zip code, of its directors or managers, or their equivalents, as applicable; (5) The names and business addresses, including the zip code, of its officers, or their equivalents, if any; (6) The federal employer identification number (FEIN) of the domestic or foreign LLC, or if such number has not been obtained, a representation that it has been applied for; and (7) If the domestic or foreign LLC will have more than six (6) members as of the date the annual report is executed on behalf of the domestic or foreign LLC, the number of members of the domestic or foreign LLC as of the date the annual report is executed on behalf of the domestic or foreign LLC. (b) Information to be current. Information in the annual report shall be current as of the date the annual report is executed on behalf of the domestic or foreign LLC. An annual report of a domestic LLC that sets forth a change of the principal executive office of the domestic LLC shall be deemed to be an amendment to the articles of organization of the domestic LLC, and the domestic LLC shall not be required to take any further action to amend the articles of organization of the domestic LLC under § 48-249-204(a) with respect to such amendment. An annual report of a foreign LLC that sets forth a change of the principal executive office of the foreign LLC shall be deemed to be an amendment to the certificate of authority of the foreign LLC, and the foreign LLC shall not be required to take any further action to amend the certificate of authority of the foreign LLC under § 48-249-906 with respect to such amendment. An annual report of a domestic or foreign LLC that sets forth a change of the registered office or registered agent of the domestic or foreign LLC shall be deemed to be a statement of change for purposes of § 48-249-110(a) , and the domestic or foreign LLC shall not be required to take any further action under § 48-249-110(a) with respect to such change. (c) Filing date. Each domestic LLC and each foreign LLC authorized to transact business in this state shall file the annual report with the secretary of state on or before the first day of the fourth month following the end of the close of the domestic or foreign LLC's fiscal year or upon a date set by rule by the secretary of state. Amended by 2020 Tenn. Acts, ch. 719, s 23, eff. 6/22/2020. Amended by 2014 Tenn. Acts, ch. 783, s 16, eff. 7/1/2014. Acts 2005, ch. 286, § 1.
(a) Required contents. Each domestic LLC and each foreign LLC authorized to transact business in this state shall file with the secretary of state an annual report that sets forth the following: (1) The name of the domestic or foreign LLC and the jurisdiction under the laws of which it is formed; (2) The street address and zip code of its registered office and the name of its registered agent at that office in this state; (3) The street address, including the zip code, of its principal executive office (and a mailing address such as a post office box if the United States postal service does not deliver to the principal executive office); (4) If the domestic or foreign LLC is a director-managed LLC or a manager-managed LLC, or its equivalent, the names and business addresses, including the zip code, of its directors or managers, or their equivalents, as applicable; (5) The names and business addresses, including the zip code, of its officers, or their equivalents, if any; (6) The federal employer identification number (FEIN) of the domestic or foreign LLC, or if such number has not been obtained, a representation that it has been applied for; and (7) If the domestic or foreign LLC will have more than six (6) members as of the date the annual report is executed on behalf of the domestic or foreign LLC, the number of members of the domestic or foreign LLC as of the date the annual report is executed on behalf of the domestic or foreign LLC.
(1) The name of the domestic or foreign LLC and the jurisdiction under the laws of which it is formed;
(2) The street address and zip code of its registered office and the name of its registered agent at that office in this state;
(3) The street address, including the zip code, of its principal executive office (and a mailing address such as a post office box if the United States postal service does not deliver to the principal executive office);
(4) If the domestic or foreign LLC is a director-managed LLC or a manager-managed LLC, or its equivalent, the names and business addresses, including the zip code, of its directors or managers, or their equivalents, as applicable;
(5) The names and business addresses, including the zip code, of its officers, or their equivalents, if any;
(6) The federal employer identification number (FEIN) of the domestic or foreign LLC, or if such number has not been obtained, a representation that it has been applied for; and
(7) If the domestic or foreign LLC will have more than six (6) members as of the date the annual report is executed on behalf of the domestic or foreign LLC, the number of members of the domestic or foreign LLC as of the date the annual report is executed on behalf of the domestic or foreign LLC.
(b) Information to be current. Information in the annual report shall be current as of the date the annual report is executed on behalf of the domestic or foreign LLC. An annual report of a domestic LLC that sets forth a change of the principal executive office of the domestic LLC shall be deemed to be an amendment to the articles of organization of the domestic LLC, and the domestic LLC shall not be required to take any further action to amend the articles of organization of the domestic LLC under § 48-249-204(a) with respect to such amendment. An annual report of a foreign LLC that sets forth a change of the principal executive office of the foreign LLC shall be deemed to be an amendment to the certificate of authority of the foreign LLC, and the foreign LLC shall not be required to take any further action to amend the certificate of authority of the foreign LLC under § 48-249-906 with respect to such amendment. An annual report of a domestic or foreign LLC that sets forth a change of the registered office or registered agent of the domestic or foreign LLC shall be deemed to be a statement of change for purposes of § 48-249-110(a) , and the domestic or foreign LLC shall not be required to take any further action under § 48-249-110(a) with respect to such change.
(c) Filing date. Each domestic LLC and each foreign LLC authorized to transact business in this state shall file the annual report with the secretary of state on or before the first day of the fourth month following the end of the close of the domestic or foreign LLC's fiscal year or upon a date set by rule by the secretary of state.
Amended by 2020 Tenn. Acts, ch. 719, s 23, eff. 6/22/2020.
Amended by 2014 Tenn. Acts, ch. 783, s 16, eff. 7/1/2014.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-101-635 — TN Code / Title 48 / Chapter 101 / Section 48-101-635
Repeal of a statute by this part
Status: in_force

(a) Except as provided in subsection (b), the repeal of a statute by this part does not affect: (1) The operation of the statute or any action taken under it before its repeal; (2) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal; (3) Any violation of the statute or any penalty, forfeiture or punishment incurred because of the violation, before its repeal; or (4) Any proceeding, reorganization or dissolution commenced under the statute before its repeal and the proceeding, reorganization or dissolution may be completed in accordance with the statute as if it had not been repealed. (b) If a penalty or punishment imposed for violation of a statute repealed by this part is reduced by this part, the penalty or punishment if not already imposed shall be imposed in accordance with this part. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-635.
(a) Except as provided in subsection (b), the repeal of a statute by this part does not affect: (1) The operation of the statute or any action taken under it before its repeal; (2) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal; (3) Any violation of the statute or any penalty, forfeiture or punishment incurred because of the violation, before its repeal; or (4) Any proceeding, reorganization or dissolution commenced under the statute before its repeal and the proceeding, reorganization or dissolution may be completed in accordance with the statute as if it had not been repealed.
(1) The operation of the statute or any action taken under it before its repeal;
(2) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal;
(3) Any violation of the statute or any penalty, forfeiture or punishment incurred because of the violation, before its repeal; or
(4) Any proceeding, reorganization or dissolution commenced under the statute before its repeal and the proceeding, reorganization or dissolution may be completed in accordance with the statute as if it had not been repealed.
(b) If a penalty or punishment imposed for violation of a statute repealed by this part is reduced by this part, the penalty or punishment if not already imposed shall be imposed in accordance with this part.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-635.
Tenn. Code Ann. § 48-250-105 — TN Code / Title 48 / Chapter 250 / Section 48-250-105
Articles of organization
Status: in_force

(a) The articles of organization of a decentralized organization must: (1) Include a statement that the organization is a decentralized organization, pursuant to § 48-250-103 ; (2) Set forth the matters required by this chapter; and (3) Include a publicly available identifier of a smart contract directly used to manage, facilitate, or operate the decentralized organization. (b) Except as otherwise provided in this chapter, the articles of organization and the smart contracts for a decentralized organization govern the following: (1) Relations among the members and between the members and the decentralized organization; (2) Rights and duties under this chapter of a person in that person's capacity as a member; (3) Activities of the decentralized organization and the conduct of those activities; (4) Means and conditions for amending the operating agreement; (5) Rights and voting rights of members; (6) Transferability of membership interests; (7) Withdrawal of membership; (8) Distributions to members prior to dissolution; (9) Amendment of the articles of organization; (10) Procedures for amending applicable smart contracts; and (11) All other aspects of the decentralized organization. Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
(a) The articles of organization of a decentralized organization must: (1) Include a statement that the organization is a decentralized organization, pursuant to § 48-250-103 ; (2) Set forth the matters required by this chapter; and (3) Include a publicly available identifier of a smart contract directly used to manage, facilitate, or operate the decentralized organization.
(1) Include a statement that the organization is a decentralized organization, pursuant to § 48-250-103 ;
(2) Set forth the matters required by this chapter; and
(3) Include a publicly available identifier of a smart contract directly used to manage, facilitate, or operate the decentralized organization.
(b) Except as otherwise provided in this chapter, the articles of organization and the smart contracts for a decentralized organization govern the following: (1) Relations among the members and between the members and the decentralized organization; (2) Rights and duties under this chapter of a person in that person's capacity as a member; (3) Activities of the decentralized organization and the conduct of those activities; (4) Means and conditions for amending the operating agreement; (5) Rights and voting rights of members; (6) Transferability of membership interests; (7) Withdrawal of membership; (8) Distributions to members prior to dissolution; (9) Amendment of the articles of organization; (10) Procedures for amending applicable smart contracts; and (11) All other aspects of the decentralized organization.
(1) Relations among the members and between the members and the decentralized organization;
(2) Rights and duties under this chapter of a person in that person's capacity as a member;
(3) Activities of the decentralized organization and the conduct of those activities;
(4) Means and conditions for amending the operating agreement;
(5) Rights and voting rights of members;
(6) Transferability of membership interests;
(7) Withdrawal of membership;
(8) Distributions to members prior to dissolution;
(9) Amendment of the articles of organization;
(10) Procedures for amending applicable smart contracts; and
(11) All other aspects of the decentralized organization.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
Tenn. Code Ann. § 48-20-109 — TN Code / Title 48 / Chapter 20 / Section 48-20-109
Effect of amendment
Status: in_force

An amendment to the charter does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name. Acts 1986, ch. 887, § 10.09.
An amendment to the charter does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
Acts 1986, ch. 887, § 10.09.
Tenn. Code Ann. § 48-64-203 — TN Code / Title 48 / Chapter 64 / Section 48-64-203
Reinstatement following administrative dissolution
Status: in_force

(a) A corporation administratively dissolved under § 48-64-202 may apply to the secretary of state for reinstatement. The application must: (1) Contain a confirmation of good standing relative to such foreign corporation; (2) Recite the name of the corporation at its date of dissolution; (3) State that the ground or grounds for dissolution either did not exist or have been eliminated; and (4) State a corporate name that satisfies the requirements of § 48-54-101 . (b) (1) If the secretary of state determines that the application contains the confirmation of good standing and information required by subsection (a), and that such information is correct, then the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under §§ 48-55-104 and 48-55-105 . (2) If the corporate name in subdivision (a)(4) is different than the corporate name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to the charter insofar as it pertains to the corporate name. (c) When the reinstatement hereunder or under § 48-64-204 is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the corporation resumes carrying on its activities as if the administrative dissolution had never occurred. Acts 1987, ch. 242, § 14.22; 1991, ch. 188, § 9; 1993, ch. 217, § 1; 1999, ch. 117, § 1; 2010, ch. 741, §§ 17, 18; 2011, ch. 99, § 3.
(a) A corporation administratively dissolved under § 48-64-202 may apply to the secretary of state for reinstatement. The application must: (1) Contain a confirmation of good standing relative to such foreign corporation; (2) Recite the name of the corporation at its date of dissolution; (3) State that the ground or grounds for dissolution either did not exist or have been eliminated; and (4) State a corporate name that satisfies the requirements of § 48-54-101 .
(1) Contain a confirmation of good standing relative to such foreign corporation;
(2) Recite the name of the corporation at its date of dissolution;
(3) State that the ground or grounds for dissolution either did not exist or have been eliminated; and
(4) State a corporate name that satisfies the requirements of § 48-54-101 .
(b) (1) If the secretary of state determines that the application contains the confirmation of good standing and information required by subsection (a), and that such information is correct, then the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under §§ 48-55-104 and 48-55-105 . (2) If the corporate name in subdivision (a)(4) is different than the corporate name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to the charter insofar as it pertains to the corporate name.
(1) If the secretary of state determines that the application contains the confirmation of good standing and information required by subsection (a), and that such information is correct, then the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under §§ 48-55-104 and 48-55-105 .
(2) If the corporate name in subdivision (a)(4) is different than the corporate name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to the charter insofar as it pertains to the corporate name.
(c) When the reinstatement hereunder or under § 48-64-204 is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the corporation resumes carrying on its activities as if the administrative dissolution had never occurred.
Acts 1987, ch. 242, § 14.22; 1991, ch. 188, § 9; 1993, ch. 217, § 1; 1999, ch. 117, § 1; 2010, ch. 741, §§ 17, 18; 2011, ch. 99, § 3.
Tenn. Code Ann. § 48-18-104 — TN Code / Title 48 / Chapter 18 / Section 48-18-104
Election of directors by certain classes of shareholders
Status: in_force

If the charter authorizes dividing the shares into classes or series, the charter may also authorize the election of all or a specified number of directors by the holders of one (1) or more authorized classes or series of shares. Each class (or classes) or series of shares entitled to elect one (1) or more directors is a separate voting group for purposes of the election of directors. Acts 1986, ch. 887, § 8.04.
If the charter authorizes dividing the shares into classes or series, the charter may also authorize the election of all or a specified number of directors by the holders of one (1) or more authorized classes or series of shares. Each class (or classes) or series of shares entitled to elect one (1) or more directors is a separate voting group for purposes of the election of directors.
Acts 1986, ch. 887, § 8.04.
Tenn. Code Ann. § 48-57-204 — TN Code / Title 48 / Chapter 57 / Section 48-57-204
Voting requirements
Status: in_force

If a quorum exists, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the charter, bylaws or chapters 51-68 of this title require a greater number of affirmative votes. Amended by 2014 Tenn. Acts, ch. 899,s 26, eff. 1/1/2015. Acts 1987, ch. 242, § 7.23.
If a quorum exists, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the charter, bylaws or chapters 51-68 of this title require a greater number of affirmative votes.
Amended by 2014 Tenn. Acts, ch. 899,s 26, eff. 1/1/2015.
Acts 1987, ch. 242, § 7.23.
Tenn. Code Ann. § 48-60-302 — TN Code / Title 48 / Chapter 60 / Section 48-60-302
Amendment terminating members or redeeming or cancelling memberships
Status: in_force

(a) Any amendment to the charter or bylaws which would terminate all members or any class of members or redeem or cancel all memberships of any class of memberships must meet the requirements of chapters 51-68 of this title and this section. (b) Before adopting a resolution proposing such an amendment, the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members. (c) After the board has adopted a resolution proposing such an amendment, the notice to members proposing such amendment shall include one (1) statement of up to five hundred (500) words opposing the proposed amendment if such statement is submitted by any five (5) members or members having three percent (3%) or more of the voting power, whichever is less, not later than twenty (20) days after the board has voted to submit such amendment to the members for their approval. In public benefit corporations, the production and mailing costs shall be paid by the requesting members. In mutual benefit corporations, the production and mailing costs shall be paid by the corporation. (d) Any such amendment shall be approved by the members by two thirds (2/3) of the voting power. (e) Section 48-56-302 shall not apply to any amendment meeting the requirements of chapters 51-68 of this title and this section. Acts 1987, ch. 242, § 10.31.
(a) Any amendment to the charter or bylaws which would terminate all members or any class of members or redeem or cancel all memberships of any class of memberships must meet the requirements of chapters 51-68 of this title and this section.
(b) Before adopting a resolution proposing such an amendment, the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members.
(c) After the board has adopted a resolution proposing such an amendment, the notice to members proposing such amendment shall include one (1) statement of up to five hundred (500) words opposing the proposed amendment if such statement is submitted by any five (5) members or members having three percent (3%) or more of the voting power, whichever is less, not later than twenty (20) days after the board has voted to submit such amendment to the members for their approval. In public benefit corporations, the production and mailing costs shall be paid by the requesting members. In mutual benefit corporations, the production and mailing costs shall be paid by the corporation.
(d) Any such amendment shall be approved by the members by two thirds (2/3) of the voting power.
(e) Section 48-56-302 shall not apply to any amendment meeting the requirements of chapters 51-68 of this title and this section.
Acts 1987, ch. 242, § 10.31.
Tenn. Code Ann. § 48-103-303 — TN Code / Title 48 / Chapter 103 / Section 48-103-303
Voting rights generally
Status: in_force

Control shares of a corporation that are acquired in a control share acquisition shall have only such voting rights as shall be conferred pursuant to § 48-103-307 . Acts 1988, ch. 500, § 10; T.C.A., § 48-35-303.
Control shares of a corporation that are acquired in a control share acquisition shall have only such voting rights as shall be conferred pursuant to § 48-103-307 .
Acts 1988, ch. 500, § 10; T.C.A., § 48-35-303.
Tenn. Code Ann. § 48-103-405 — TN Code / Title 48 / Chapter 103 / Section 48-103-405
Construction with laws of other jurisdictions
Status: in_force

If any jurisdiction under the laws of which an authorized corporation is organized adopts any laws containing provisions that are expressly inconsistent with this part as applicable to such authorized corporation, this part shall be inapplicable to such authorized corporation to the extent necessary to resolve such inconsistency. Acts 1988, ch. 500, § 25; T.C.A., § 48-35-405.
If any jurisdiction under the laws of which an authorized corporation is organized adopts any laws containing provisions that are expressly inconsistent with this part as applicable to such authorized corporation, this part shall be inapplicable to such authorized corporation to the extent necessary to resolve such inconsistency.
Acts 1988, ch. 500, § 25; T.C.A., § 48-35-405.
Tenn. Code Ann. § 48-58-404 — TN Code / Title 48 / Chapter 58 / Section 48-58-404
Resignation and removal of officers
Status: in_force

(a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the later effective date, its board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. (b) A board may remove any officer at any time with or without cause and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer. Acts 1987, ch. 242, § 8.43.
(a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the later effective date, its board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
(b) A board may remove any officer at any time with or without cause and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.
Acts 1987, ch. 242, § 8.43.