Tenn. Code Ann. § 48-249-1013 — TN Code / Title 48 / Chapter 249 / Section 48-249-1013
Effective time and date of document
Status: in_force

(a) General. Except as provided in subsection (b) and §§ 48-101-808 , 48-249-201 , 48-249-702 , 48-249-703 , 48-249-704 , and 48-249-1008(c) , a document accepted for filing is effective: (1) At the time of filing on the date it is filed with the secretary of state, as evidenced by the office of the secretary of state's date and time endorsement on the original document; or (2) At the time specified in the document as its effective time on the date it is filed with the secretary of state. (b) Delayed effectiveness. A document may specify a delayed effective time or date. If a document specifies a delayed effective time and date, the document becomes effective at the time and date specified. If a document specifies a delayed effective date, but does not specify a delayed effective time, the document is effective at the close of business on the date specified. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed with the secretary of state, except in the case of a certificate of merger filed under § 48-249-702 , or a certificate of conversion and the accompanying articles of organization or other formational document, as applicable, filed under §§ 48-101-808 , 48-249-703 , or 48-249-704 . Notwithstanding this subsection (b), documents specified in § 48-249-1007(a)(2), (4), (6), (7), (8), (14), (19), (20), (24), (30) and (33) may not specify a delayed effective time or date. (c) Requirement for registered agent and office. The secretary of state shall not complete the filing of any articles of organization of a domestic LLC, or application for a certificate of authority of a foreign LLC, unless that document designates the registered agent and registered office of such domestic or foreign LLC in accordance with § 48-249-109 . The secretary of state shall not complete the filing of any other document delivered by a domestic or foreign LLC for filing under this chapter if the domestic or foreign LLC does not have a registered agent and registered office designated at the time the document is delivered for filing, unless, at the time the document is received for filing, the secretary of state also receives for filing a statement designating such registered agent or registered office or both, as applicable. Acts 2005, ch. 286, § 1; 2006, ch. 620, §§ 52, 53.
(a) General. Except as provided in subsection (b) and §§ 48-101-808 , 48-249-201 , 48-249-702 , 48-249-703 , 48-249-704 , and 48-249-1008(c) , a document accepted for filing is effective: (1) At the time of filing on the date it is filed with the secretary of state, as evidenced by the office of the secretary of state's date and time endorsement on the original document; or (2) At the time specified in the document as its effective time on the date it is filed with the secretary of state.
(1) At the time of filing on the date it is filed with the secretary of state, as evidenced by the office of the secretary of state's date and time endorsement on the original document; or
(2) At the time specified in the document as its effective time on the date it is filed with the secretary of state.
(b) Delayed effectiveness. A document may specify a delayed effective time or date. If a document specifies a delayed effective time and date, the document becomes effective at the time and date specified. If a document specifies a delayed effective date, but does not specify a delayed effective time, the document is effective at the close of business on the date specified. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed with the secretary of state, except in the case of a certificate of merger filed under § 48-249-702 , or a certificate of conversion and the accompanying articles of organization or other formational document, as applicable, filed under §§ 48-101-808 , 48-249-703 , or 48-249-704 . Notwithstanding this subsection (b), documents specified in § 48-249-1007(a)(2), (4), (6), (7), (8), (14), (19), (20), (24), (30) and (33) may not specify a delayed effective time or date.
(c) Requirement for registered agent and office. The secretary of state shall not complete the filing of any articles of organization of a domestic LLC, or application for a certificate of authority of a foreign LLC, unless that document designates the registered agent and registered office of such domestic or foreign LLC in accordance with § 48-249-109 . The secretary of state shall not complete the filing of any other document delivered by a domestic or foreign LLC for filing under this chapter if the domestic or foreign LLC does not have a registered agent and registered office designated at the time the document is delivered for filing, unless, at the time the document is received for filing, the secretary of state also receives for filing a statement designating such registered agent or registered office or both, as applicable.
Acts 2005, ch. 286, § 1; 2006, ch. 620, §§ 52, 53.
Tenn. Code Ann. § 48-69-120 — TN Code / Title 48 / Chapter 69 / Section 48-69-120
Chapter 16 of this title not applicable to any note, bond or evidence of indebtedness
Status: in_force

Chapter 16 of this title shall not apply to any note, bond or other evidence of indebtedness issued by any G&T cooperative or foreign corporation transacting business in this state pursuant to this chapter, to the United States or any agency or instrumentality of the United States, or to any mortgage or deed of trust executed to secure the indebtedness. This chapter shall not apply to the issuance of membership certificates by any G&T cooperative or any such foreign corporation. Acts 2009, ch. 475, § 1.
Chapter 16 of this title shall not apply to any note, bond or other evidence of indebtedness issued by any G&T cooperative or foreign corporation transacting business in this state pursuant to this chapter, to the United States or any agency or instrumentality of the United States, or to any mortgage or deed of trust executed to secure the indebtedness. This chapter shall not apply to the issuance of membership certificates by any G&T cooperative or any such foreign corporation.
Acts 2009, ch. 475, § 1.
Tenn. Code Ann. § 48-12-106 — TN Code / Title 48 / Chapter 12 / Section 48-12-106
Bylaws
Status: in_force

(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the charter. Acts 1986, ch. 887, § 2.06.
(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the charter.
Acts 1986, ch. 887, § 2.06.
Tenn. Code Ann. § 48-102-102 — TN Code / Title 48 / Chapter 102 / Section 48-102-102
Power of grand lodge over property
Status: in_force

The grand lodge is empowered to acquire by purchase, deed, gift, devise, bequest, or otherwise, and to hold, sell, convey, mortgage, bond or otherwise dispose of or encumber any and all property, real and personal, that it may deem necessary for any legitimate purpose of its organization; provided, that such property is, in the opinion of the grand lodge, necessary or convenient in the execution of the objects and purposes of the grand lodge. Acts 1925, ch. 136, § 1; Shan. Supp., § 2577a; 8; Code 1932, § 4423; T.C.A. (orig. ed.), §§ 48-1502, 48-4-102.
The grand lodge is empowered to acquire by purchase, deed, gift, devise, bequest, or otherwise, and to hold, sell, convey, mortgage, bond or otherwise dispose of or encumber any and all property, real and personal, that it may deem necessary for any legitimate purpose of its organization; provided, that such property is, in the opinion of the grand lodge, necessary or convenient in the execution of the objects and purposes of the grand lodge.
Acts 1925, ch. 136, § 1; Shan. Supp., § 2577a; 8; Code 1932, § 4423; T.C.A. (orig. ed.), §§ 48-1502, 48-4-102.
Tenn. Code Ann. § 48-249-1116 — TN Code / Title 48 / Chapter 249 / Section 48-249-1116
Disqualification of members and other persons
Status: in_force

If any member or holder of financial rights of a PLLC becomes disqualified to render those professional services for which the PLLC was formed, or has elected professional LLC status within this state, such member or holder shall be deemed to have resigned and withdrawn from the PLLC, and shall have no further interests as a member or holder in the PLLC, other than the right to receive any distribution to which such member or holder may be entitled as a member or holder under the LLC documents or §§ 48-249-1111 - 48-249-1115, if applicable. If any member, manager, director, officer, agent or employee of a domestic or foreign PLLC who is rendering professional service to the public within this state becomes legally disqualified to render those professional services within this state, that member, manager, director, officer, agent or employee shall immediately sever all professional employment and professional relationships with, and financial interests in, that domestic or foreign PLLC. A domestic PLLC's failure to require compliance with this provision shall constitute a ground for the dissolution of the PLLC by the secretary of state, and a foreign PLLC's failure to require compliance with this provision shall constitute a ground for the revocation of the foreign PLLC's certificate of authority in this state by the secretary of state. Acts 2005, ch. 286, § 1.
If any member or holder of financial rights of a PLLC becomes disqualified to render those professional services for which the PLLC was formed, or has elected professional LLC status within this state, such member or holder shall be deemed to have resigned and withdrawn from the PLLC, and shall have no further interests as a member or holder in the PLLC, other than the right to receive any distribution to which such member or holder may be entitled as a member or holder under the LLC documents or §§ 48-249-1111 - 48-249-1115, if applicable. If any member, manager, director, officer, agent or employee of a domestic or foreign PLLC who is rendering professional service to the public within this state becomes legally disqualified to render those professional services within this state, that member, manager, director, officer, agent or employee shall immediately sever all professional employment and professional relationships with, and financial interests in, that domestic or foreign PLLC. A domestic PLLC's failure to require compliance with this provision shall constitute a ground for the dissolution of the PLLC by the secretary of state, and a foreign PLLC's failure to require compliance with this provision shall constitute a ground for the revocation of the foreign PLLC's certificate of authority in this state by the secretary of state.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-12-104 — TN Code / Title 48 / Chapter 12 / Section 48-12-104
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 11-27 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 1986, ch. 887, § 2.04.
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under chapters 11-27 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 1986, ch. 887, § 2.04.
Tenn. Code Ann. § 48-102-302 — TN Code / Title 48 / Chapter 102 / Section 48-102-302
Debt incurred for purchase or improvement of realty
Status: in_force

(a) All such lodges have the power to issue evidences of indebtedness, bearing legal interest, secured by a mortgage or deed of trust on the real estate, for the purpose of purchasing a suitable building or buildings for hall purposes or of erecting a building or hall upon their lots, or for the purpose of converting a building or buildings into a suitable hall, or for the purpose of improving or repairing the same, or furnishing the same, or for the purchasing and paying for grounds for burial purposes. All of the lodges which shall issue evidences of indebtedness under this part are empowered to execute a mortgage or deed of trust upon the real estate to secure and make certain the payment of the indebtedness thereby secured. (b) Such lodges are further empowered, through their proper officials, to execute a mortgage or deed of trust upon any real estate owned by them for the purpose of borrowing money to purchase ground for such burial place, or ground for erecting or remodeling, improving, or repairing a building suitable for hall purposes, as provided for in this part, or for repairing or improving the same whenever it may become necessary, or to secure the payment of any indebtedness already contracted for, as authorized under the terms of this part. Acts 1905, ch. 141, § 2; Shan., § 2577a2; Code 1932, § 4417; T.C.A. (orig. ed.), §§ 48-1517, 48-4-302.
(a) All such lodges have the power to issue evidences of indebtedness, bearing legal interest, secured by a mortgage or deed of trust on the real estate, for the purpose of purchasing a suitable building or buildings for hall purposes or of erecting a building or hall upon their lots, or for the purpose of converting a building or buildings into a suitable hall, or for the purpose of improving or repairing the same, or furnishing the same, or for the purchasing and paying for grounds for burial purposes. All of the lodges which shall issue evidences of indebtedness under this part are empowered to execute a mortgage or deed of trust upon the real estate to secure and make certain the payment of the indebtedness thereby secured.
(b) Such lodges are further empowered, through their proper officials, to execute a mortgage or deed of trust upon any real estate owned by them for the purpose of borrowing money to purchase ground for such burial place, or ground for erecting or remodeling, improving, or repairing a building suitable for hall purposes, as provided for in this part, or for repairing or improving the same whenever it may become necessary, or to secure the payment of any indebtedness already contracted for, as authorized under the terms of this part.
Acts 1905, ch. 141, § 2; Shan., § 2577a2; Code 1932, § 4417; T.C.A. (orig. ed.), §§ 48-1517, 48-4-302.
Tenn. Code Ann. § 48-249-303 — TN Code / Title 48 / Chapter 249 / Section 48-249-303
Interests in LLC
Status: in_force

(a) Classification of interests. The LLC documents may provide for classes or groups of directors, managers, members or holders of financial rights, having the relative rights, preferences, limitations, powers and duties provided in the LLC documents, and may make provision for the future creation, in the manner provided in the LLC documents, of additional classes or groups of directors, managers, members or holders of financial rights having the relative rights, powers and duties from time to time established, including financial rights, preferences, limitations, powers and duties that are senior or subordinate to existing classes and groups of directors, managers, members or holders of financial rights. The LLC documents may provide for the taking of an action, including the amendment of the LLC documents, without the vote or approval of any director, manager, member or holder of financial rights or of any class or group of directors, managers, members or holders of financial rights, including an action to create a class or group of directors, managers, members or holders of financial rights under the LLC documents. The LLC documents may denominate membership interests or financial rights as units, shares, percentages, participations, distribution interests, ownership or economic interests, with or without voting rights, and with or without fixed or variable rights to participate in distributions, assets and properties, allocations of profits and losses and fixed or variable obligations to the LLC or any combination of these things. (b) Voting rights. The LLC documents may grant to all or certain identified directors, managers, members or holders of financial rights, or to one (1) or more specified classes or groups of the directors, managers, members or holders of financial rights, the right to vote separately or to vote with all or any other classes or groups of directors, managers, members or holders of financial rights, on any matter. The voting rights of directors, managers, members and holders of financial rights may be per capita, or by number, unit, share, percentage, participation, economic interest or financial rights, or by one (1) or more classes or groups, or on any other basis. The LLC documents may provide that any director, manager, member or holder of financial rights, or any class or group of directors, managers, members or holders of financial rights, shall have full, partial, limited or no voting rights with respect to any or all matters. (c) Financial rights nonvoting. Except as otherwise provided in the LLC documents, a holder of financial rights that is not also a member does not have a right to vote by reason of, or with respect to, such financial rights. (d) Parity of interests. Except as otherwise provided in the LLC documents, all membership interests and financial rights shall be of the same class and group, with the same relative rights, powers and duties, and without preferences, subordinations or limitations. Acts 2005, ch. 286, § 1.
(a) Classification of interests. The LLC documents may provide for classes or groups of directors, managers, members or holders of financial rights, having the relative rights, preferences, limitations, powers and duties provided in the LLC documents, and may make provision for the future creation, in the manner provided in the LLC documents, of additional classes or groups of directors, managers, members or holders of financial rights having the relative rights, powers and duties from time to time established, including financial rights, preferences, limitations, powers and duties that are senior or subordinate to existing classes and groups of directors, managers, members or holders of financial rights. The LLC documents may provide for the taking of an action, including the amendment of the LLC documents, without the vote or approval of any director, manager, member or holder of financial rights or of any class or group of directors, managers, members or holders of financial rights, including an action to create a class or group of directors, managers, members or holders of financial rights under the LLC documents. The LLC documents may denominate membership interests or financial rights as units, shares, percentages, participations, distribution interests, ownership or economic interests, with or without voting rights, and with or without fixed or variable rights to participate in distributions, assets and properties, allocations of profits and losses and fixed or variable obligations to the LLC or any combination of these things.
(b) Voting rights. The LLC documents may grant to all or certain identified directors, managers, members or holders of financial rights, or to one (1) or more specified classes or groups of the directors, managers, members or holders of financial rights, the right to vote separately or to vote with all or any other classes or groups of directors, managers, members or holders of financial rights, on any matter. The voting rights of directors, managers, members and holders of financial rights may be per capita, or by number, unit, share, percentage, participation, economic interest or financial rights, or by one (1) or more classes or groups, or on any other basis. The LLC documents may provide that any director, manager, member or holder of financial rights, or any class or group of directors, managers, members or holders of financial rights, shall have full, partial, limited or no voting rights with respect to any or all matters.
(c) Financial rights nonvoting. Except as otherwise provided in the LLC documents, a holder of financial rights that is not also a member does not have a right to vote by reason of, or with respect to, such financial rights.
(d) Parity of interests. Except as otherwise provided in the LLC documents, all membership interests and financial rights shall be of the same class and group, with the same relative rights, powers and duties, and without preferences, subordinations or limitations.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-102-106 — TN Code / Title 48 / Chapter 102 / Section 48-102-106
Execution and record of evidences of indebtedness
Status: in_force

It shall be sufficient for any mortgages, notes, bonds, debentures, or other evidence of indebtedness, or any security executed for or on behalf of the lodges, grand or subordinate, to be executed by such officers as their bylaws may provide, or such officers as the lodges may direct by appropriate action, a record of which shall be made on the minutes or records of the lodge or lodges. Acts 1925, ch. 136, § 4; Shan. Supp., § 2577a11; Code 1932, § 4426; T.C.A. (orig. ed.), §§ 48-1506, 48-4-106.
It shall be sufficient for any mortgages, notes, bonds, debentures, or other evidence of indebtedness, or any security executed for or on behalf of the lodges, grand or subordinate, to be executed by such officers as their bylaws may provide, or such officers as the lodges may direct by appropriate action, a record of which shall be made on the minutes or records of the lodge or lodges.
Acts 1925, ch. 136, § 4; Shan. Supp., § 2577a11; Code 1932, § 4426; T.C.A. (orig. ed.), §§ 48-1506, 48-4-106.
Tenn. Code Ann. § 48-20-103 — TN Code / Title 48 / Chapter 20 / Section 48-20-103
Amendment by board of directors and shareholders
Status: in_force

(a) A corporation's board of directors may propose one (1) or more amendments to the charter for submission to the shareholders. (b) For the amendment to be adopted: (1) The board of directors shall recommend the amendment to the shareholders, unless the board of directors determines that because of conflict of interest or other special circumstances, it should make no recommendation and communicate the basis for its determination to the shareholders with the amendment; and (2) The shareholders entitled to vote on the amendment shall approve the amendment as provided in subsection (e). (c) The board of directors may condition its submission of the proposed amendment on any basis. (d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 48-17-105 . The notice of meeting must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment. (e) Unless chapters 11-27 of this title, the charter, or the board of directors (acting pursuant to subsection (c)) requires a greater vote or a vote by voting groups, the amendment to be adopted must be approved by: (1) A majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights; and (2) The votes required by §§ 48-17-206 and 48-17-207 by every other voting group entitled to vote on the amendment. Acts 1986, ch. 887, § 10.03.
(a) A corporation's board of directors may propose one (1) or more amendments to the charter for submission to the shareholders.
(b) For the amendment to be adopted: (1) The board of directors shall recommend the amendment to the shareholders, unless the board of directors determines that because of conflict of interest or other special circumstances, it should make no recommendation and communicate the basis for its determination to the shareholders with the amendment; and (2) The shareholders entitled to vote on the amendment shall approve the amendment as provided in subsection (e).
(1) The board of directors shall recommend the amendment to the shareholders, unless the board of directors determines that because of conflict of interest or other special circumstances, it should make no recommendation and communicate the basis for its determination to the shareholders with the amendment; and
(2) The shareholders entitled to vote on the amendment shall approve the amendment as provided in subsection (e).
(c) The board of directors may condition its submission of the proposed amendment on any basis.
(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 48-17-105 . The notice of meeting must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(e) Unless chapters 11-27 of this title, the charter, or the board of directors (acting pursuant to subsection (c)) requires a greater vote or a vote by voting groups, the amendment to be adopted must be approved by: (1) A majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights; and (2) The votes required by §§ 48-17-206 and 48-17-207 by every other voting group entitled to vote on the amendment.
(1) A majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights; and
(2) The votes required by §§ 48-17-206 and 48-17-207 by every other voting group entitled to vote on the amendment.
Acts 1986, ch. 887, § 10.03.
Tenn. Code Ann. § 48-208-105 — TN Code / Title 48 / Chapter 208 / Section 48-208-105
Procedure for service on domestic or foreign LLC by service on secretary of state
Status: in_force

(a) Service on the secretary of state, when the secretary of state is an agent for a domestic or foreign LLC as provided in § 48-208-104(b) , of any process, notice, or demand shall be made by delivering to the office of the secretary of state the original and one (1) copy of such process, notice, or demand, duly certified by the clerk of the court in which the suit or action is pending or brought, together with the proper fee. A statement which identifies which of the grounds, as listed in § 48-208-104(b) , for service on the secretary of state is applicable, must be included. The office of the secretary of state shall endorse the time of receipt upon the original and copy and immediately shall send the copy, along with a written notice that service of the original was also made, by registered or certified mail, with return receipt requested, addressed to such LLC at its registered office or principal office (or designated alternative mailing address) as shown in the records on file in the secretary of state's office or as shown in the official registry of the state or country in which such LLC is organized. If none of the previously mentioned addresses are available to the secretary of state, service may be made on any one (1) of the organizers at the address set forth in the articles. The secretary of state may require the plaintiff (or complainant, as the case may be) or plaintiff's attorney to furnish the latter address. (b) Refusal of Service Ineffective. The refusal or failure of such LLC to accept delivery of the registered or certified mail provided for in subsection (a), or the refusal or failure to sign the return receipt, shall not affect the validity of such service; and any such LLC refusing or failing to accept delivery of such registered or certified mail shall be charged with knowledge of the contents of any process, notice, or demand contained therein. (c) Receipt Received by Secretary of State. When the registered or certified mail return receipt is received by the office of the secretary of state or when a foreign or domestic LLC refuses or fails to accept delivery of the registered or certified mail and it is returned to the office of the secretary of state, the office of the secretary of state shall forward the receipt or such refused or undelivered mail to the clerk of the court in which the suit or action is pending, together with the original process, notice, or demand, a copy of the notice the secretary of state sent to the defendant LLC and the secretary of state's affidavit setting forth the secretary of state's compliance with this section. Upon receipt thereof, the clerk shall copy the affidavit on the rule docket of the court and shall mark it, the receipt or refused or undelivered mail, and the copy of notice as of the day received and place them in the file of the suit or action where the process and pleadings are kept, and such receipt or refused or undelivered mail, affidavit, and copy of notice shall be and become a part of the technical record in the suit or action, and thereupon service on the defendant shall be complete. Service made under this section shall have the same legal force and validity as if the service had been made personally in this state. (d) Subsequent Pleadings. Subsequent pleadings or papers permitted or required to be served on such defendant domestic or foreign LLC may be served on the secretary of state as agent for such defendant LLC in the same manner, at the same cost and with the same effect as process, notice, or demand are served on the secretary of state as agent for such defendant LLC under this section. (e) Minimum Time for Appearance. No appearance shall be required in the suit or action by the defendant domestic or foreign LLC nor shall any judgment be taken against the defendant domestic or foreign LLC in less than one (1) month after the date service is completed under this section. (f) Record Retained. The secretary of state shall keep a record of all processes, notices, and demands served upon the secretary of state under this section, which record shall include the time of such service and the secretary of state's action with reference thereto. Amended by 2014 Tenn. Acts, ch. 783,s 10, eff. 7/1/2014. Acts 1994, ch. 868, § 1.
(a) Service on the secretary of state, when the secretary of state is an agent for a domestic or foreign LLC as provided in § 48-208-104(b) , of any process, notice, or demand shall be made by delivering to the office of the secretary of state the original and one (1) copy of such process, notice, or demand, duly certified by the clerk of the court in which the suit or action is pending or brought, together with the proper fee. A statement which identifies which of the grounds, as listed in § 48-208-104(b) , for service on the secretary of state is applicable, must be included. The office of the secretary of state shall endorse the time of receipt upon the original and copy and immediately shall send the copy, along with a written notice that service of the original was also made, by registered or certified mail, with return receipt requested, addressed to such LLC at its registered office or principal office (or designated alternative mailing address) as shown in the records on file in the secretary of state's office or as shown in the official registry of the state or country in which such LLC is organized. If none of the previously mentioned addresses are available to the secretary of state, service may be made on any one (1) of the organizers at the address set forth in the articles. The secretary of state may require the plaintiff (or complainant, as the case may be) or plaintiff's attorney to furnish the latter address.
(b) Refusal of Service Ineffective. The refusal or failure of such LLC to accept delivery of the registered or certified mail provided for in subsection (a), or the refusal or failure to sign the return receipt, shall not affect the validity of such service; and any such LLC refusing or failing to accept delivery of such registered or certified mail shall be charged with knowledge of the contents of any process, notice, or demand contained therein.
(c) Receipt Received by Secretary of State. When the registered or certified mail return receipt is received by the office of the secretary of state or when a foreign or domestic LLC refuses or fails to accept delivery of the registered or certified mail and it is returned to the office of the secretary of state, the office of the secretary of state shall forward the receipt or such refused or undelivered mail to the clerk of the court in which the suit or action is pending, together with the original process, notice, or demand, a copy of the notice the secretary of state sent to the defendant LLC and the secretary of state's affidavit setting forth the secretary of state's compliance with this section. Upon receipt thereof, the clerk shall copy the affidavit on the rule docket of the court and shall mark it, the receipt or refused or undelivered mail, and the copy of notice as of the day received and place them in the file of the suit or action where the process and pleadings are kept, and such receipt or refused or undelivered mail, affidavit, and copy of notice shall be and become a part of the technical record in the suit or action, and thereupon service on the defendant shall be complete. Service made under this section shall have the same legal force and validity as if the service had been made personally in this state.
(d) Subsequent Pleadings. Subsequent pleadings or papers permitted or required to be served on such defendant domestic or foreign LLC may be served on the secretary of state as agent for such defendant LLC in the same manner, at the same cost and with the same effect as process, notice, or demand are served on the secretary of state as agent for such defendant LLC under this section.
(e) Minimum Time for Appearance. No appearance shall be required in the suit or action by the defendant domestic or foreign LLC nor shall any judgment be taken against the defendant domestic or foreign LLC in less than one (1) month after the date service is completed under this section.
(f) Record Retained. The secretary of state shall keep a record of all processes, notices, and demands served upon the secretary of state under this section, which record shall include the time of such service and the secretary of state's action with reference thereto.
Amended by 2014 Tenn. Acts, ch. 783,s 10, eff. 7/1/2014.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-228-101 — TN Code / Title 48 / Chapter 228 / Section 48-228-101
Required records and information
Status: in_force

(a) Board-Managed LLC. If an LLC has elected to be board-managed, it shall keep at its principal executive office, or at another place or places within the United States determined by the board of governors: (1) A current list of the full name and last-known business, residence, or mailing address of the chief manager, secretary and each member and governor; (2) A current list of the full name and last-known business, residence, or mailing address of each assignee of financial rights and a description of the rights assigned; (3) A copy of the articles and all amendments to the articles; (4) Copies of the currently effective operating agreement and/or any agreements concerning classes or series of membership interests; (5) Copies of the LLC's federal, state, and local income tax returns and reports, if any, for the three (3) most recent years; (6) Financial statements required by § 48-228-201 and accounting records of the LLC; (7) Records of all proceedings of members, if any; (8) Any written consents obtained from members under chapters 201-248 of this title; (9) Records of all proceedings of the board of governors for the last three (3) years; (10) A statement of all contributions accepted under § 48-232-101 , the identity of the contribution and the agreed value of the contribution; (11) A copy of all contribution agreements and contribution allowance agreements; and (12) A copy of the LLC's most recent annual report delivered to the secretary of state under § 48-228-203 . (b) Member-Managed LLC. If an LLC has elected to be governed by the members directly, it shall keep at its principal executive office, or at another place or places within the United States determined by its members: (1) All records required by subsection (a), except for subdivision (a)(6) and other records relating solely to a board of governors, the identity of governors, or actions of a board of governors; and (2) Financial information sufficient to provide true and full information regarding the status of the business and financial condition of the LLC. Acts 1994, ch. 868, § 1.
(a) Board-Managed LLC. If an LLC has elected to be board-managed, it shall keep at its principal executive office, or at another place or places within the United States determined by the board of governors: (1) A current list of the full name and last-known business, residence, or mailing address of the chief manager, secretary and each member and governor; (2) A current list of the full name and last-known business, residence, or mailing address of each assignee of financial rights and a description of the rights assigned; (3) A copy of the articles and all amendments to the articles; (4) Copies of the currently effective operating agreement and/or any agreements concerning classes or series of membership interests; (5) Copies of the LLC's federal, state, and local income tax returns and reports, if any, for the three (3) most recent years; (6) Financial statements required by § 48-228-201 and accounting records of the LLC; (7) Records of all proceedings of members, if any; (8) Any written consents obtained from members under chapters 201-248 of this title; (9) Records of all proceedings of the board of governors for the last three (3) years; (10) A statement of all contributions accepted under § 48-232-101 , the identity of the contribution and the agreed value of the contribution; (11) A copy of all contribution agreements and contribution allowance agreements; and (12) A copy of the LLC's most recent annual report delivered to the secretary of state under § 48-228-203 .
(1) A current list of the full name and last-known business, residence, or mailing address of the chief manager, secretary and each member and governor;
(2) A current list of the full name and last-known business, residence, or mailing address of each assignee of financial rights and a description of the rights assigned;
(3) A copy of the articles and all amendments to the articles;
(4) Copies of the currently effective operating agreement and/or any agreements concerning classes or series of membership interests;
(5) Copies of the LLC's federal, state, and local income tax returns and reports, if any, for the three (3) most recent years;
(6) Financial statements required by § 48-228-201 and accounting records of the LLC;
(7) Records of all proceedings of members, if any;
(8) Any written consents obtained from members under chapters 201-248 of this title;
(9) Records of all proceedings of the board of governors for the last three (3) years;
(10) A statement of all contributions accepted under § 48-232-101 , the identity of the contribution and the agreed value of the contribution;
(11) A copy of all contribution agreements and contribution allowance agreements; and
(12) A copy of the LLC's most recent annual report delivered to the secretary of state under § 48-228-203 .
(b) Member-Managed LLC. If an LLC has elected to be governed by the members directly, it shall keep at its principal executive office, or at another place or places within the United States determined by its members: (1) All records required by subsection (a), except for subdivision (a)(6) and other records relating solely to a board of governors, the identity of governors, or actions of a board of governors; and (2) Financial information sufficient to provide true and full information regarding the status of the business and financial condition of the LLC.
(1) All records required by subsection (a), except for subdivision (a)(6) and other records relating solely to a board of governors, the identity of governors, or actions of a board of governors; and
(2) Financial information sufficient to provide true and full information regarding the status of the business and financial condition of the LLC.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-101-104 — TN Code / Title 48 / Chapter 101 / Section 48-101-104
Completion of corporate entity
Status: in_force

The forms and procedure for completing the corporate entity shall be as provided in §§ 48-11-302 , 48-12-103 - 48-12-105 or §§ 48-51-302 , 48-52-103 - 48-52-105, as appropriate. Filing and recording fees shall be as provided in § 48-11-303 or § 48-51-303 , as appropriate. Before the certificate of incorporation shall become effective, it must be approved by the commissioner of commerce and insurance, and from the date the certificate of incorporation is filed in the office of the secretary of state, with such approval, the stock subscribers, their successors and assigns, shall become a body corporate. Acts 1959, ch. 170, § 4; impl. am. Acts 1968, ch. 523, § 1(17.06); impl. am. Acts 1971, ch. 137, § 2; T.C.A., §§ 48-1704, 48-3-104.
The forms and procedure for completing the corporate entity shall be as provided in §§ 48-11-302 , 48-12-103 - 48-12-105 or §§ 48-51-302 , 48-52-103 - 48-52-105, as appropriate. Filing and recording fees shall be as provided in § 48-11-303 or § 48-51-303 , as appropriate. Before the certificate of incorporation shall become effective, it must be approved by the commissioner of commerce and insurance, and from the date the certificate of incorporation is filed in the office of the secretary of state, with such approval, the stock subscribers, their successors and assigns, shall become a body corporate.
Acts 1959, ch. 170, § 4; impl. am. Acts 1968, ch. 523, § 1(17.06); impl. am. Acts 1971, ch. 137, § 2; T.C.A., §§ 48-1704, 48-3-104.
Tenn. Code Ann. § 48-28-101 — TN Code / Title 48 / Chapter 28 / Section 48-28-101
Short title
Status: in_force

This chapter shall be known and may be cited as the "For-Profit Benefit Corporation Act." Added by 2015 Tenn. Acts, ch. 497,s 1, eff. 1/1/2016.
This chapter shall be known and may be cited as the "For-Profit Benefit Corporation Act."
Added by 2015 Tenn. Acts, ch. 497,s 1, eff. 1/1/2016.
Tenn. Code Ann. § 48-24-202 — TN Code / Title 48 / Chapter 24 / Section 48-24-202
Procedure for and effect of administrative dissolution
Status: in_force

(a) If the secretary of state determines that one (1) or more grounds exist under § 48-24-201 for dissolving a corporation, the secretary of state shall serve the corporation with notice of the secretary of state's determination under §§ 48-15-104 and 48-15-105 , except that such determination may be sent by first class mail. (b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within two (2) months after service of the communication is perfected under §§ 48-15-104 and 48-15-105 , the secretary of state shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the corporation under §§ 48-15-104 and 48-15-105 , except that the certificate may be sent by first class mail. (c) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under § 48-24-105 and notify claimants under §§ 48-24-106 and 48-24-107 . (d) The administrative dissolution of a corporation does not terminate the authority of its registered agent. (e) Nothing herein shall be deemed to repeal or modify § 67-4-2116 or any other provisions of law relating to the revocation of the charter of a corporation for failure to comply with the provisions thereof. Acts 1986, ch. 887, § 14.21; 1989, ch. 451, § 21; 2012, ch. 1051, § 49.
(a) If the secretary of state determines that one (1) or more grounds exist under § 48-24-201 for dissolving a corporation, the secretary of state shall serve the corporation with notice of the secretary of state's determination under §§ 48-15-104 and 48-15-105 , except that such determination may be sent by first class mail.
(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within two (2) months after service of the communication is perfected under §§ 48-15-104 and 48-15-105 , the secretary of state shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the corporation under §§ 48-15-104 and 48-15-105 , except that the certificate may be sent by first class mail.
(c) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under § 48-24-105 and notify claimants under §§ 48-24-106 and 48-24-107 .
(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
(e) Nothing herein shall be deemed to repeal or modify § 67-4-2116 or any other provisions of law relating to the revocation of the charter of a corporation for failure to comply with the provisions thereof.
Acts 1986, ch. 887, § 14.21; 1989, ch. 451, § 21; 2012, ch. 1051, § 49.
Tenn. Code Ann. § 48-249-1002 — TN Code / Title 48 / Chapter 249 / Section 48-249-1002
Applicability - Savings clause
Status: in_force

(a) Effective date; Savings clause. (1) This chapter applies to: (A) Every domestic LLC formed on or after January 1, 2006; (B) Any domestic LLC that was formed prior to January 1, 2006, and that has elected to be governed by this chapter pursuant to subsection (b); and (C) The outstanding and future interests in the respective domestic LLCs described in subdivisions (a)(1)(A) and (B). (2) If there are other specific statutory provisions that govern the formation of, impose restrictions or requirements on, confer special powers, privileges or authorities on or fix special procedures or methods for special categories of LLCs, then, to the extent such provisions are inconsistent with or different from this chapter, such provisions shall prevail. (b) Voluntary election by pre-2006 LLCs. On or after January 1, 2006, a domestic LLC formed prior to January 1, 2006, under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, may voluntarily elect to be governed by this chapter by amending its articles of organization to include the statement "This LLC elects to be governed by the Tennessee Revised Limited Liability Company Act," or a statement of like import. Such election and amendment to the articles of organization shall be approved by consent of all the members of the domestic LLC. (c) Governance of pre-2006 LLCs. Any domestic LLC that was formed prior to January 1, 2006, under the Tennessee Limited Liability Company Act, and that does not voluntarily elect to be governed by this chapter pursuant to subsection (b), shall continue to be governed by the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title. (d) Foreign LLCs. This chapter applies to every foreign LLC that first files an application for a certificate of authority on or after January 1, 2006, to every foreign LLC that registers a name in this state on or after January 1, 2006, and to every foreign LLC that has registered a name in this state prior to January 1, 2006, pursuant to the Tennessee Limited Liability Company Act. With respect to each foreign LLC that first filed an application for a certificate of authority prior to January 1, 2006, the Tennessee Limited Liability Company Act shall apply to such foreign LLC until the due date of the first annual report required to be filed by such foreign LLC on or after January 1, 2006, after which due date this chapter shall apply to such foreign LLC, except that such foreign LLC shall not be required to obtain a new certificate of authority. (e) Pre-2006 proceeding preserved. This chapter does not affect an action or proceeding commenced, or right accrued, under the Tennessee Limited Liability Company Act. Acts 2005, ch. 286, § 1; 2006, ch. 620, §§ 50, 51.
(a) Effective date; Savings clause. (1) This chapter applies to: (A) Every domestic LLC formed on or after January 1, 2006; (B) Any domestic LLC that was formed prior to January 1, 2006, and that has elected to be governed by this chapter pursuant to subsection (b); and (C) The outstanding and future interests in the respective domestic LLCs described in subdivisions (a)(1)(A) and (B). (2) If there are other specific statutory provisions that govern the formation of, impose restrictions or requirements on, confer special powers, privileges or authorities on or fix special procedures or methods for special categories of LLCs, then, to the extent such provisions are inconsistent with or different from this chapter, such provisions shall prevail.
(1) This chapter applies to: (A) Every domestic LLC formed on or after January 1, 2006; (B) Any domestic LLC that was formed prior to January 1, 2006, and that has elected to be governed by this chapter pursuant to subsection (b); and (C) The outstanding and future interests in the respective domestic LLCs described in subdivisions (a)(1)(A) and (B).
(A) Every domestic LLC formed on or after January 1, 2006;
(B) Any domestic LLC that was formed prior to January 1, 2006, and that has elected to be governed by this chapter pursuant to subsection (b); and
(C) The outstanding and future interests in the respective domestic LLCs described in subdivisions (a)(1)(A) and (B).
(2) If there are other specific statutory provisions that govern the formation of, impose restrictions or requirements on, confer special powers, privileges or authorities on or fix special procedures or methods for special categories of LLCs, then, to the extent such provisions are inconsistent with or different from this chapter, such provisions shall prevail.
(b) Voluntary election by pre-2006 LLCs. On or after January 1, 2006, a domestic LLC formed prior to January 1, 2006, under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, may voluntarily elect to be governed by this chapter by amending its articles of organization to include the statement "This LLC elects to be governed by the Tennessee Revised Limited Liability Company Act," or a statement of like import. Such election and amendment to the articles of organization shall be approved by consent of all the members of the domestic LLC.
(c) Governance of pre-2006 LLCs. Any domestic LLC that was formed prior to January 1, 2006, under the Tennessee Limited Liability Company Act, and that does not voluntarily elect to be governed by this chapter pursuant to subsection (b), shall continue to be governed by the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title.
(d) Foreign LLCs. This chapter applies to every foreign LLC that first files an application for a certificate of authority on or after January 1, 2006, to every foreign LLC that registers a name in this state on or after January 1, 2006, and to every foreign LLC that has registered a name in this state prior to January 1, 2006, pursuant to the Tennessee Limited Liability Company Act. With respect to each foreign LLC that first filed an application for a certificate of authority prior to January 1, 2006, the Tennessee Limited Liability Company Act shall apply to such foreign LLC until the due date of the first annual report required to be filed by such foreign LLC on or after January 1, 2006, after which due date this chapter shall apply to such foreign LLC, except that such foreign LLC shall not be required to obtain a new certificate of authority.
(e) Pre-2006 proceeding preserved. This chapter does not affect an action or proceeding commenced, or right accrued, under the Tennessee Limited Liability Company Act.
Acts 2005, ch. 286, § 1; 2006, ch. 620, §§ 50, 51.
Tenn. Code Ann. § 48-103-312 — TN Code / Title 48 / Chapter 103 / Section 48-103-312
Severability - Construction with other laws
Status: in_force

(a) If any clause, sentence, subparagraph, paragraph, subsection, section, article or other portion of this part, or the application thereof to any person or circumstances, shall be held invalid, such holding shall not affect, impair or invalidate the remainder of this part or the application of such portion held invalid to any other person or circumstances, but shall be confined in its operation to the clause, sentence, subparagraph, paragraph, subsection, section, article or other portion thereof directly involved in such holding or to the person or circumstances therein involved. (b) If any provision of this part is inconsistent with, in conflict with, or contrary to any other provision of Tennessee law, such provision of this part shall prevail over such other provision, and such other provision shall be deemed to be amended, superseded or repealed to the extent of such inconsistency or conflict. Acts 1988, ch. 500, § 20; T.C.A., § 48-35-312.
(a) If any clause, sentence, subparagraph, paragraph, subsection, section, article or other portion of this part, or the application thereof to any person or circumstances, shall be held invalid, such holding shall not affect, impair or invalidate the remainder of this part or the application of such portion held invalid to any other person or circumstances, but shall be confined in its operation to the clause, sentence, subparagraph, paragraph, subsection, section, article or other portion thereof directly involved in such holding or to the person or circumstances therein involved.
(b) If any provision of this part is inconsistent with, in conflict with, or contrary to any other provision of Tennessee law, such provision of this part shall prevail over such other provision, and such other provision shall be deemed to be amended, superseded or repealed to the extent of such inconsistency or conflict.
Acts 1988, ch. 500, § 20; T.C.A., § 48-35-312.
Tenn. Code Ann. § 48-17-110 — TN Code / Title 48 / Chapter 17 / Section 48-17-110
Conduct of the meeting
Status: in_force

(a) At each meeting of shareholders, a chair shall preside. The chair shall be appointed as provided in the bylaws or, in the absence of such provision, by the board. (b) The chair, unless the charter or bylaws provide otherwise, shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting. (c) Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders. (d) The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes nor any revocations or changes thereto may be accepted. Acts 2012, ch. 1051, § 27.
(a) At each meeting of shareholders, a chair shall preside. The chair shall be appointed as provided in the bylaws or, in the absence of such provision, by the board.
(b) The chair, unless the charter or bylaws provide otherwise, shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.
(c) Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders.
(d) The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes nor any revocations or changes thereto may be accepted.
Acts 2012, ch. 1051, § 27.
Tenn. Code Ann. § 48-26-202 — TN Code / Title 48 / Chapter 26 / Section 48-26-202
Other reports to shareholders
Status: in_force

(a) If a corporation indemnifies or advances expenses to a director under § 48-18-502 , § 48-18-503 , § 48-18-504 or § 48-18-505 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders' meeting. (b) If a corporation issues or authorizes the issuance of shares for promissory notes or for promises to render services in the future, the corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders' meeting. Acts 1986, ch. 887, § 16.21.
(a) If a corporation indemnifies or advances expenses to a director under § 48-18-502 , § 48-18-503 , § 48-18-504 or § 48-18-505 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders' meeting.
(b) If a corporation issues or authorizes the issuance of shares for promissory notes or for promises to render services in the future, the corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders' meeting.
Acts 1986, ch. 887, § 16.21.
Tenn. Code Ann. § 48-101-604 — TN Code / Title 48 / Chapter 101 / Section 48-101-604
Incorporation
Status: in_force

(a) One (1) or more persons may incorporate a professional corporation by delivering to the secretary of state for filing a charter that states: (1) It is a professional corporation; and (2) Its purpose is to render the specified professional services. (b) A corporation incorporated under a general law of this state whose charter has not been repealed by this part may elect professional corporation status by amending its charter to comply with subsection (a) and § 48-101-609 . Acts 1992, ch. 698, § 1; T.C.A., § 48-3-604.
(a) One (1) or more persons may incorporate a professional corporation by delivering to the secretary of state for filing a charter that states: (1) It is a professional corporation; and (2) Its purpose is to render the specified professional services.
(1) It is a professional corporation; and
(2) Its purpose is to render the specified professional services.
(b) A corporation incorporated under a general law of this state whose charter has not been repealed by this part may elect professional corporation status by amending its charter to comply with subsection (a) and § 48-101-609 .
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-604.
Tenn. Code Ann. § 48-231-206 — TN Code / Title 48 / Chapter 231 / Section 48-231-206
Payment
Status: in_force

(a) Except as provided in § 48-231-208 , as soon as the proposed LLC action is effectuated, or upon receipt of a payment demand, whichever is later, the LLC shall pay each dissenter who complied with § 48-231-205 the amount the LLC estimates to be the fair value of such dissenter's partnership interest, plus accrued interest. (b) The payment must be accompanied by: (1) The LLC's balance sheet as of the end of a fiscal year ending not more than sixteen (16) months before the date of payment, an income statement for that year, and the latest available interim financial statements, if any; (2) A statement of the LLC's estimate of the fair value of the membership interests; (3) An explanation of how the value of the membership interest was calculated; (4) A statement of the dissenter's right to demand payment under § 48-231-209 ; and (5) A copy of this chapter, if the LLC has not previously sent a copy of this chapter to the member pursuant to § 48-231-202 or § 48-231-204 . Acts 1994, ch. 868, § 1.
(a) Except as provided in § 48-231-208 , as soon as the proposed LLC action is effectuated, or upon receipt of a payment demand, whichever is later, the LLC shall pay each dissenter who complied with § 48-231-205 the amount the LLC estimates to be the fair value of such dissenter's partnership interest, plus accrued interest.
(b) The payment must be accompanied by: (1) The LLC's balance sheet as of the end of a fiscal year ending not more than sixteen (16) months before the date of payment, an income statement for that year, and the latest available interim financial statements, if any; (2) A statement of the LLC's estimate of the fair value of the membership interests; (3) An explanation of how the value of the membership interest was calculated; (4) A statement of the dissenter's right to demand payment under § 48-231-209 ; and (5) A copy of this chapter, if the LLC has not previously sent a copy of this chapter to the member pursuant to § 48-231-202 or § 48-231-204 .
(1) The LLC's balance sheet as of the end of a fiscal year ending not more than sixteen (16) months before the date of payment, an income statement for that year, and the latest available interim financial statements, if any;
(2) A statement of the LLC's estimate of the fair value of the membership interests;
(3) An explanation of how the value of the membership interest was calculated;
(4) A statement of the dissenter's right to demand payment under § 48-231-209 ; and
(5) A copy of this chapter, if the LLC has not previously sent a copy of this chapter to the member pursuant to § 48-231-202 or § 48-231-204 .
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-58-601 — TN Code / Title 48 / Chapter 58 / Section 48-58-601
Limitation of and immunity from actions for breach of fiduciary duty
Status: in_force

(a) Any action alleging breach of fiduciary duties by directors or officers, including alleged violations of the standards established in § 48-58-301 , §§ 48-58-701 - 48-58-704, or § 48-58-403 , must be brought within one (1) year from the date of such breach or violation. In the event the alleged breach or violation is not discovered nor reasonably should have been discovered within that one-year period, the period of limitation shall be one (1) year from the date such was discovered or reasonably should have been discovered. In no event shall any such action be brought more than three (3) years after the date on which the breach or violation occurred, except where there is fraudulent concealment on the part of the defendant, in which case the action shall be commenced within one (1) year after the alleged breach or violation is, or should have been, discovered. (b) The general assembly finds and declares that the services of nonprofit boards are critical to the efficient conduct and management of the public and charitable affairs of the citizens of this state. Members of such nonprofit boards must be permitted to operate without concern for the possibility of litigation arising from the discharge of their duties as policy makers. (c) All directors, trustees or members of the governing bodies of nonprofit cooperatives, corporations, clubs, associations and organizations described in subsection (d), whether compensated or not, shall be immune from suit arising from the conduct of the affairs of such cooperatives, corporations, clubs, associations or organizations. Such immunity from suit shall be removed when such conduct amounts to willful, wanton or gross negligence. Notwithstanding other provisions of this subsection (c) to the contrary, all directors, trustees or members of the governing bodies of nonprofit cemetery corporations, associations and organizations referred to in subdivision (d)(6) shall be immune from personal liability only if such cemetery corporations, associations or organizations carry liability insurance coverage in an amount to be determined by the department of commerce and insurance; provided, that such requirement shall not apply in any county having a population of not less than six thousand (6,000) nor more than six thousand one hundred twenty-five (6,125), according to the 1980 federal census or any subsequent federal census. Nothing in chapters 51-68 of this title shall be construed to grant immunity to the nonprofit cooperative, corporation, association or organization. (d) Subsection (c) shall apply to the following: (1) Electric membership corporations organized under [former] title 65, chapter 24 [repealed]; (2) Electric cooperatives organized under title 65, chapter 25; (3) Nonprofit corporations, associations and organizations which are exempt from federal income taxation under § 501(c)(3) of the Internal Revenue Code of 1986 ( 26 U.S.C. § 501(c)(3) ), as amended; (4) Not-for-profit civic leagues or organizations which are exempt from federal income taxation under § 501(c)(4) of the Internal Revenue Code of 1954 ( 26 U.S.C. § 501(c)(4) ), as amended; (5) Nonprofit corporations, associations and organizations which are exempt from federal income taxation under § 501(c)(6) of the Internal Revenue Code of 1986 ( 26 U.S.C. § 501(c)(6) ), as amended; (6) Not-for-profit cemetery corporations, associations and organizations which are exempt from federal income taxation under § 501(c)(13) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(13) ), as amended; (7) Not-for-profit agricultural or horticultural organizations which are exempt from federal income taxation under § 501(c)(5) of the Internal Revenue Code of 1986 ( 26 U.S.C. § 501(c)(5) ), as amended; (8) Nonprofit corporations, associations and organizations that are exempt from federal income taxation under § 115 of the Internal Revenue Code of 1986 ( 26 U.S.C. § 115 ), as amended; (9) Telephone cooperatives organized or, by virtue of conversion or otherwise, operating under title 65, chapter 29; (10) Public broadcast stations, as defined in 47 U.S.C. § 397(6) ; (11) Workers' compensation self-insurers pools established in compliance with § 50-6-405(c) , by ten (10) or more employers of the same trade or professional association if such trade or professional association is exempt from federal taxation under § 501(c)(6) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(6) ); (12) Not-for-profit corporations or associations which are exempt from federal income taxation under Internal Revenue Code of 1954, § 501(c)(7) ( 26 U.S.C. § 501(c)(7) ), as amended, but only if general liability insurance in a reasonable amount is carried by or on behalf of any such club; (13) Workers' compensation self-insurance pooling arrangements between municipal electric systems and rural electric cooperatives established in compliance with title 50, chapter 6, part 7; and (14) Nonprofit corporations, associations, and organizations that are exempt from federal income taxation under § 501(c)(19) of the Internal Revenue Code of 1986 ( 26 U.S.C. § 501(c)(19) ), as amended. (e) In order for the immunity granted by subsection (c) to apply to workers' compensation self-insurers, such insurers must notify in writing each participating employer and applicant for membership in such self-insurance pool of the immunity from liability granted by this section to the directors, trustees or members of the governing bodies of such nonprofit organization. Notification of such immunity shall be given each time an employer makes application for membership in the pool. Amended by 2022 Tenn. Acts, ch. 696, s 1, eff. 3/18/2022. Amended by 2014 Tenn. Acts, ch. 899, s 96, eff. 1/1/2015. Acts 1986, ch. 926, §§ 1-3; T.C.A., §§ 48-1-851 -- 48-1-853; Acts 1987, ch. 242, § 8.60; 1987, ch. 403, § 1; 1988, ch. 952, §§ 1, 2; 1989, ch. 214, § 1; 1989, ch. 445, § 28; 1989, ch. 493, § 1; 1989, ch. 479, § 1; 1990, ch. 701, § 1; 1990, ch. 969, § 1; 1991, ch. 304, § 1; 1994, ch. 809, §§ 1, 2; 1996, ch. 675, § 49; 1999, ch. 399, §§ 1 - 3; 2001, ch. 87, § 1.
(a) Any action alleging breach of fiduciary duties by directors or officers, including alleged violations of the standards established in § 48-58-301 , §§ 48-58-701 - 48-58-704, or § 48-58-403 , must be brought within one (1) year from the date of such breach or violation. In the event the alleged breach or violation is not discovered nor reasonably should have been discovered within that one-year period, the period of limitation shall be one (1) year from the date such was discovered or reasonably should have been discovered. In no event shall any such action be brought more than three (3) years after the date on which the breach or violation occurred, except where there is fraudulent concealment on the part of the defendant, in which case the action shall be commenced within one (1) year after the alleged breach or violation is, or should have been, discovered.
(b) The general assembly finds and declares that the services of nonprofit boards are critical to the efficient conduct and management of the public and charitable affairs of the citizens of this state. Members of such nonprofit boards must be permitted to operate without concern for the possibility of litigation arising from the discharge of their duties as policy makers.
(c) All directors, trustees or members of the governing bodies of nonprofit cooperatives, corporations, clubs, associations and organizations described in subsection (d), whether compensated or not, shall be immune from suit arising from the conduct of the affairs of such cooperatives, corporations, clubs, associations or organizations. Such immunity from suit shall be removed when such conduct amounts to willful, wanton or gross negligence. Notwithstanding other provisions of this subsection (c) to the contrary, all directors, trustees or members of the governing bodies of nonprofit cemetery corporations, associations and organizations referred to in subdivision (d)(6) shall be immune from personal liability only if such cemetery corporations, associations or organizations carry liability insurance coverage in an amount to be determined by the department of commerce and insurance; provided, that such requirement shall not apply in any county having a population of not less than six thousand (6,000) nor more than six thousand one hundred twenty-five (6,125), according to the 1980 federal census or any subsequent federal census. Nothing in chapters 51-68 of this title shall be construed to grant immunity to the nonprofit cooperative, corporation, association or organization.
(d) Subsection (c) shall apply to the following: (1) Electric membership corporations organized under [former] title 65, chapter 24 [repealed]; (2) Electric cooperatives organized under title 65, chapter 25; (3) Nonprofit corporations, associations and organizations which are exempt from federal income taxation under § 501(c)(3) of the Internal Revenue Code of 1986 ( 26 U.S.C. § 501(c)(3) ), as amended; (4) Not-for-profit civic leagues or organizations which are exempt from federal income taxation under § 501(c)(4) of the Internal Revenue Code of 1954 ( 26 U.S.C. § 501(c)(4) ), as amended; (5) Nonprofit corporations, associations and organizations which are exempt from federal income taxation under § 501(c)(6) of the Internal Revenue Code of 1986 ( 26 U.S.C. § 501(c)(6) ), as amended; (6) Not-for-profit cemetery corporations, associations and organizations which are exempt from federal income taxation under § 501(c)(13) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(13) ), as amended; (7) Not-for-profit agricultural or horticultural organizations which are exempt from federal income taxation under § 501(c)(5) of the Internal Revenue Code of 1986 ( 26 U.S.C. § 501(c)(5) ), as amended; (8) Nonprofit corporations, associations and organizations that are exempt from federal income taxation under § 115 of the Internal Revenue Code of 1986 ( 26 U.S.C. § 115 ), as amended; (9) Telephone cooperatives organized or, by virtue of conversion or otherwise, operating under title 65, chapter 29; (10) Public broadcast stations, as defined in 47 U.S.C. § 397(6) ; (11) Workers' compensation self-insurers pools established in compliance with § 50-6-405(c) , by ten (10) or more employers of the same trade or professional association if such trade or professional association is exempt from federal taxation under § 501(c)(6) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(6) ); (12) Not-for-profit corporations or associations which are exempt from federal income taxation under Internal Revenue Code of 1954, § 501(c)(7) ( 26 U.S.C. § 501(c)(7) ), as amended, but only if general liability insurance in a reasonable amount is carried by or on behalf of any such club; (13) Workers' compensation self-insurance pooling arrangements between municipal electric systems and rural electric cooperatives established in compliance with title 50, chapter 6, part 7; and (14) Nonprofit corporations, associations, and organizations that are exempt from federal income taxation under § 501(c)(19) of the Internal Revenue Code of 1986 ( 26 U.S.C. § 501(c)(19) ), as amended.
(1) Electric membership corporations organized under [former] title 65, chapter 24 [repealed];
(2) Electric cooperatives organized under title 65, chapter 25;
(3) Nonprofit corporations, associations and organizations which are exempt from federal income taxation under § 501(c)(3) of the Internal Revenue Code of 1986 ( 26 U.S.C. § 501(c)(3) ), as amended;
(4) Not-for-profit civic leagues or organizations which are exempt from federal income taxation under § 501(c)(4) of the Internal Revenue Code of 1954 ( 26 U.S.C. § 501(c)(4) ), as amended;
(5) Nonprofit corporations, associations and organizations which are exempt from federal income taxation under § 501(c)(6) of the Internal Revenue Code of 1986 ( 26 U.S.C. § 501(c)(6) ), as amended;
(6) Not-for-profit cemetery corporations, associations and organizations which are exempt from federal income taxation under § 501(c)(13) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(13) ), as amended;
(7) Not-for-profit agricultural or horticultural organizations which are exempt from federal income taxation under § 501(c)(5) of the Internal Revenue Code of 1986 ( 26 U.S.C. § 501(c)(5) ), as amended;
(8) Nonprofit corporations, associations and organizations that are exempt from federal income taxation under § 115 of the Internal Revenue Code of 1986 ( 26 U.S.C. § 115 ), as amended;
(9) Telephone cooperatives organized or, by virtue of conversion or otherwise, operating under title 65, chapter 29;
(10) Public broadcast stations, as defined in 47 U.S.C. § 397(6) ;
(11) Workers' compensation self-insurers pools established in compliance with § 50-6-405(c) , by ten (10) or more employers of the same trade or professional association if such trade or professional association is exempt from federal taxation under § 501(c)(6) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(6) );
(12) Not-for-profit corporations or associations which are exempt from federal income taxation under Internal Revenue Code of 1954, § 501(c)(7) ( 26 U.S.C. § 501(c)(7) ), as amended, but only if general liability insurance in a reasonable amount is carried by or on behalf of any such club;
(13) Workers' compensation self-insurance pooling arrangements between municipal electric systems and rural electric cooperatives established in compliance with title 50, chapter 6, part 7; and
(14) Nonprofit corporations, associations, and organizations that are exempt from federal income taxation under § 501(c)(19) of the Internal Revenue Code of 1986 ( 26 U.S.C. § 501(c)(19) ), as amended.
(e) In order for the immunity granted by subsection (c) to apply to workers' compensation self-insurers, such insurers must notify in writing each participating employer and applicant for membership in such self-insurance pool of the immunity from liability granted by this section to the directors, trustees or members of the governing bodies of such nonprofit organization. Notification of such immunity shall be given each time an employer makes application for membership in the pool.
Amended by 2022 Tenn. Acts, ch. 696, s 1, eff. 3/18/2022.
Amended by 2014 Tenn. Acts, ch. 899, s 96, eff. 1/1/2015.
Acts 1986, ch. 926, §§ 1-3; T.C.A., §§ 48-1-851 -- 48-1-853; Acts 1987, ch. 242, § 8.60; 1987, ch. 403, § 1; 1988, ch. 952, §§ 1, 2; 1989, ch. 214, § 1; 1989, ch. 445, § 28; 1989, ch. 493, § 1; 1989, ch. 479, § 1; 1990, ch. 701, § 1; 1990, ch. 969, § 1; 1991, ch. 304, § 1; 1994, ch. 809, §§ 1, 2; 1996, ch. 675, § 49; 1999, ch. 399, §§ 1 - 3; 2001, ch. 87, § 1.
Tenn. Code Ann. § 48-231-205 — TN Code / Title 48 / Chapter 231 / Section 48-231-205
Duty to demand payment
Status: in_force

(a) A member sent a dissenters' notice described in § 48-231-204 must demand payment and certify whether the member acquired the membership interest before the date required to be set forth in the dissenters' notice pursuant to § 48-231-204(b)(2) . (b) The member who demands payment under subsection (a) retains all other rights of a member until these rights are cancelled or modified by the effectuation of the proposed LLC action. (c) A member who does not demand payment by the date set in the dissenters' notice is not entitled to payment for such member's membership interest under this chapter. (d) A demand for payment filed by a member may not be withdrawn unless the LLC with which it was filed, or the surviving LLC, consents to such withdrawal. Acts 1994, ch. 868, § 1.
(a) A member sent a dissenters' notice described in § 48-231-204 must demand payment and certify whether the member acquired the membership interest before the date required to be set forth in the dissenters' notice pursuant to § 48-231-204(b)(2) .
(b) The member who demands payment under subsection (a) retains all other rights of a member until these rights are cancelled or modified by the effectuation of the proposed LLC action.
(c) A member who does not demand payment by the date set in the dissenters' notice is not entitled to payment for such member's membership interest under this chapter.
(d) A demand for payment filed by a member may not be withdrawn unless the LLC with which it was filed, or the surviving LLC, consents to such withdrawal.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-51-303 — TN Code / Title 48 / Chapter 51 / Section 48-51-303
Filing, service, and copying fees
Status: in_force

(a) The secretary of state shall collect the following fees when the documents described in this subsection (a) are delivered to the secretary of state for filing: Document Fee (1) Charter (including designation of initial registered office and agent) ....................$100.00 (2) Application for use of indistinguishable name ....................20.00 (3) Application for reserved name ....................20.00 (4) Notice of transfer or cancellation of reserved name ....................20.00 (5) Application for registered name ....................20.00 (6) Application for renewal of registered name ....................20.00 (7) Application for or change, cancellation, or renewal of assumed name ....................20.00 (8) Corporation's statement of change of registered agent or registered office, or both ....................20.00 (9) Agent's statement of change of registered office ....................5.00 per corporation but not less than 20.00 (10) Agent's statement of resignation ....................20.00 (11) Charter amendment ....................20.00 (12) Restatement of charter ....................20.00 (13) Amended and restated charter ....................20.00 (14) Articles of entity conversion ....................100.00 (15) Articles of charter surrender ....................20.00 (16) Statement of abandonment of merger, conversion, or membership exchange ....................20.00 (17) Articles of merger or membership exchange ....................100.00 (18) Articles of dissolution and termination by incorporators or directors ....................20.00 (19) Articles of dissolution ....................20.00 (20) Articles of revocation of dissolution ....................20.00 (21) Articles of termination of corporate existence ....................20.00 (22) Certificate of administrative dissolution ....................No fee (23) Application for reinstatement following administrative dissolution ....................70.00 (24) Certificate of reinstatement ....................No fee (25) Articles of termination following administrative dissolution or revocation ....................100.00 (26) Certificate of judicial dissolution ....................No fee (27) Application for certificate of authority (including designation of initial registered office and agent) ....................600.00 (28) Application for amended certificate of authority ....................20.00 (29) Application for certificate of withdrawal ....................20.00 (30) Certificate of revocation of authority to transact business ....................No fee (31) Application for reinstatement following administrative revocation ....................70.00 (32) Application for certificate of withdrawal following administrative revocation ....................100.00 (33) Annual report ....................20.00 (34) Articles of correction ....................20.00 (35) Application for certificate of existence or authorization ....................20.00 (36) Any other document required or permitted to be filed by chapters 51-68 of this title ....................20.00 (b) The secretary of state shall collect a fee of twenty dollars ($20.00) each time process is served on the secretary of state under chapters 51-68 of this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if such party prevails in the proceeding. (c) The secretary of state shall collect a fee of twenty dollars ($20.00) for copying all filed documents relating to a domestic or foreign corporation. All such copies will be certified or validated by the secretary of state. (d) In addition to the other filing requirements of chapters 51-68 of this title, a copy of all documents specified in subdivisions (a)(1), (11), (12), (17), (19)-(21) shall also be filed in the office of the register of deeds in the county wherein a corporation has its principal office, if such principal office is in Tennessee, and in the case of a merger, in the county in which the new or surviving corporation shall have its principal office, if such principal office is in Tennessee. The register of deeds may charge five dollars ($5.00) plus fifty cents (50¢) per page in excess of five (5) pages for such filing. Amended by 2014 Tenn. Acts, ch. 899, Secs.s 11, s 12 eff. 1/1/2015. Acts 1987, ch. 242, § 1.32; 1989, ch. 445, §§ 2, 27; 1991, ch. 188, § 6; 1998, ch. 784, § 2; 1998, ch. 890, § 2; 2000, ch. 568, § 2.
(a) The secretary of state shall collect the following fees when the documents described in this subsection (a) are delivered to the secretary of state for filing: Document Fee (1) Charter (including designation of initial registered office and agent) ....................$100.00 (2) Application for use of indistinguishable name ....................20.00 (3) Application for reserved name ....................20.00 (4) Notice of transfer or cancellation of reserved name ....................20.00 (5) Application for registered name ....................20.00 (6) Application for renewal of registered name ....................20.00 (7) Application for or change, cancellation, or renewal of assumed name ....................20.00 (8) Corporation's statement of change of registered agent or registered office, or both ....................20.00 (9) Agent's statement of change of registered office ....................5.00 per corporation but not less than 20.00 (10) Agent's statement of resignation ....................20.00 (11) Charter amendment ....................20.00 (12) Restatement of charter ....................20.00 (13) Amended and restated charter ....................20.00 (14) Articles of entity conversion ....................100.00 (15) Articles of charter surrender ....................20.00 (16) Statement of abandonment of merger, conversion, or membership exchange ....................20.00 (17) Articles of merger or membership exchange ....................100.00 (18) Articles of dissolution and termination by incorporators or directors ....................20.00 (19) Articles of dissolution ....................20.00 (20) Articles of revocation of dissolution ....................20.00 (21) Articles of termination of corporate existence ....................20.00 (22) Certificate of administrative dissolution ....................No fee (23) Application for reinstatement following administrative dissolution ....................70.00 (24) Certificate of reinstatement ....................No fee (25) Articles of termination following administrative dissolution or revocation ....................100.00 (26) Certificate of judicial dissolution ....................No fee (27) Application for certificate of authority (including designation of initial registered office and agent) ....................600.00 (28) Application for amended certificate of authority ....................20.00 (29) Application for certificate of withdrawal ....................20.00 (30) Certificate of revocation of authority to transact business ....................No fee (31) Application for reinstatement following administrative revocation ....................70.00 (32) Application for certificate of withdrawal following administrative revocation ....................100.00 (33) Annual report ....................20.00 (34) Articles of correction ....................20.00 (35) Application for certificate of existence or authorization ....................20.00 (36) Any other document required or permitted to be filed by chapters 51-68 of this title ....................20.00
Document Fee
(1) Charter (including designation of initial registered office and agent) ....................$100.00
(2) Application for use of indistinguishable name ....................20.00
(3) Application for reserved name ....................20.00
(4) Notice of transfer or cancellation of reserved name ....................20.00
(5) Application for registered name ....................20.00
(6) Application for renewal of registered name ....................20.00
(7) Application for or change, cancellation, or renewal of assumed name ....................20.00
(8) Corporation's statement of change of registered agent or registered office, or both ....................20.00
(9) Agent's statement of change of registered office ....................5.00 per corporation but not less than 20.00
(10) Agent's statement of resignation ....................20.00
(11) Charter amendment ....................20.00
(12) Restatement of charter ....................20.00
(13) Amended and restated charter ....................20.00
(14) Articles of entity conversion ....................100.00
(15) Articles of charter surrender ....................20.00
(16) Statement of abandonment of merger, conversion, or membership exchange ....................20.00
(17) Articles of merger or membership exchange ....................100.00
(18) Articles of dissolution and termination by incorporators or directors ....................20.00
(19) Articles of dissolution ....................20.00
(20) Articles of revocation of dissolution ....................20.00
(21) Articles of termination of corporate existence ....................20.00
(22) Certificate of administrative dissolution ....................No fee
(23) Application for reinstatement following administrative dissolution ....................70.00
(24) Certificate of reinstatement ....................No fee
(25) Articles of termination following administrative dissolution or revocation ....................100.00
(26) Certificate of judicial dissolution ....................No fee
(27) Application for certificate of authority (including designation of initial registered office and agent) ....................600.00
(28) Application for amended certificate of authority ....................20.00
(29) Application for certificate of withdrawal ....................20.00
(30) Certificate of revocation of authority to transact business ....................No fee
(31) Application for reinstatement following administrative revocation ....................70.00
(32) Application for certificate of withdrawal following administrative revocation ....................100.00
(33) Annual report ....................20.00
(34) Articles of correction ....................20.00
(35) Application for certificate of existence or authorization ....................20.00
(36) Any other document required or permitted to be filed by chapters 51-68 of this title ....................20.00
(b) The secretary of state shall collect a fee of twenty dollars ($20.00) each time process is served on the secretary of state under chapters 51-68 of this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if such party prevails in the proceeding.
(c) The secretary of state shall collect a fee of twenty dollars ($20.00) for copying all filed documents relating to a domestic or foreign corporation. All such copies will be certified or validated by the secretary of state.
(d) In addition to the other filing requirements of chapters 51-68 of this title, a copy of all documents specified in subdivisions (a)(1), (11), (12), (17), (19)-(21) shall also be filed in the office of the register of deeds in the county wherein a corporation has its principal office, if such principal office is in Tennessee, and in the case of a merger, in the county in which the new or surviving corporation shall have its principal office, if such principal office is in Tennessee. The register of deeds may charge five dollars ($5.00) plus fifty cents (50¢) per page in excess of five (5) pages for such filing.
Amended by 2014 Tenn. Acts, ch. 899, Secs.s 11, s 12 eff. 1/1/2015.
Acts 1987, ch. 242, § 1.32; 1989, ch. 445, §§ 2, 27; 1991, ch. 188, § 6; 1998, ch. 784, § 2; 1998, ch. 890, § 2; 2000, ch. 568, § 2.
Tenn. Code Ann. § 48-24-206 — TN Code / Title 48 / Chapter 24 / Section 48-24-206
Reinstatement within certain amount of time - Amendment of charter - Application for reinstatement
Status: in_force

A corporation that has been administratively dissolved by the expiration of its period of duration may reinstate within one (1) year of the expiration of the period of duration by: (1) Amending its charter to extend its period of duration or set the period of duration to perpetual; and (2) Filing an application for reinstatement following administrative dissolution pursuant to § 48-24-203 . Added by 2016 Tenn. Acts, ch. 688, s 1, eff. 7/1/2016.
A corporation that has been administratively dissolved by the expiration of its period of duration may reinstate within one (1) year of the expiration of the period of duration by:
(1) Amending its charter to extend its period of duration or set the period of duration to perpetual; and
(2) Filing an application for reinstatement following administrative dissolution pursuant to § 48-24-203 .
Added by 2016 Tenn. Acts, ch. 688, s 1, eff. 7/1/2016.
Tenn. Code Ann. § 48-101-109 — TN Code / Title 48 / Chapter 101 / Section 48-101-109
No preemptive rights respecting unissued stock
Status: in_force

No stockholder shall be entitled as of right to purchase or subscribe for any unissued stock of the corporation, whether now or hereafter authorized, or whether of a class not existing or of a class hereafter created, or to purchase or subscribe for any bonds, certificates of indebtedness, debentures, or other obligations convertible into stock of the corporation. Acts 1959, ch. 170, § 9; T.C.A., §§ 48-1709, 48-3-109.
No stockholder shall be entitled as of right to purchase or subscribe for any unissued stock of the corporation, whether now or hereafter authorized, or whether of a class not existing or of a class hereafter created, or to purchase or subscribe for any bonds, certificates of indebtedness, debentures, or other obligations convertible into stock of the corporation.
Acts 1959, ch. 170, § 9; T.C.A., §§ 48-1709, 48-3-109.
Tenn. Code Ann. § 48-18-302 — TN Code / Title 48 / Chapter 18 / Section 48-18-302
Liability for unlawful distributions
Status: in_force

(a) A director who votes for or assents to a distribution made in violation of § 48-16-401 or the charter is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating such section or the charter if it is established that the director did not perform such director's duties in compliance with § 48-18-301 . In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director. (b) A director held liable under subsection (a) for an unlawful distribution is entitled to contribution from: (1) Every other director who could be held liable under subsection (a) for the unlawful distribution; and (2) Each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of § 48-16-401 or the charter. (c) A proceeding under this section is barred unless it is commenced within two (2) years after the date on which the effect of the distribution was measured under § 48-16-401 . Acts 1986, ch. 887, § 8.33; 1994, ch. 776, § 33; 1996, ch. 618, § 1; T.C.A. § 48-18-304 ; 2012, ch. 1051, § 30.
(a) A director who votes for or assents to a distribution made in violation of § 48-16-401 or the charter is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating such section or the charter if it is established that the director did not perform such director's duties in compliance with § 48-18-301 . In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.
(b) A director held liable under subsection (a) for an unlawful distribution is entitled to contribution from: (1) Every other director who could be held liable under subsection (a) for the unlawful distribution; and (2) Each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of § 48-16-401 or the charter.
(1) Every other director who could be held liable under subsection (a) for the unlawful distribution; and
(2) Each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of § 48-16-401 or the charter.
(c) A proceeding under this section is barred unless it is commenced within two (2) years after the date on which the effect of the distribution was measured under § 48-16-401 .
Acts 1986, ch. 887, § 8.33; 1994, ch. 776, § 33; 1996, ch. 618, § 1; T.C.A. § 48-18-304 ; 2012, ch. 1051, § 30.
Tenn. Code Ann. § 48-239-104 — TN Code / Title 48 / Chapter 239 / Section 48-239-104
Acts not void or voidable
Status: in_force

The expiration of a governor's term with or without the election of a qualified successor does not make prior or subsequent acts of the governors or the board of governors void or voidable. Acts 1994, ch. 868, § 1.
The expiration of a governor's term with or without the election of a qualified successor does not make prior or subsequent acts of the governors or the board of governors void or voidable.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-60-205 — TN Code / Title 48 / Chapter 60 / Section 48-60-205
Class voting by members on amendments
Status: in_force

(a) The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would: (1) Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than the amendment would affect another class; (2) Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class; (3) Increase or decrease the number of memberships authorized for that class; (4) Increase the number of memberships authorized for another class; (5) Effect an exchange, reclassification or termination of all or part of the memberships of that class; or (6) Authorize a new class of memberships. (b) If a class is to be divided into two (2) or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment. (c) If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less. (d) A class of members is entitled to the voting rights granted by this section although the charter and bylaws provide that the class may not vote on the proposed amendment. Acts 1987, ch. 242, § 10.24.
(a) The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would: (1) Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than the amendment would affect another class; (2) Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class; (3) Increase or decrease the number of memberships authorized for that class; (4) Increase the number of memberships authorized for another class; (5) Effect an exchange, reclassification or termination of all or part of the memberships of that class; or (6) Authorize a new class of memberships.
(1) Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than the amendment would affect another class;
(2) Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;
(3) Increase or decrease the number of memberships authorized for that class;
(4) Increase the number of memberships authorized for another class;
(5) Effect an exchange, reclassification or termination of all or part of the memberships of that class; or
(6) Authorize a new class of memberships.
(b) If a class is to be divided into two (2) or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.
(c) If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(d) A class of members is entitled to the voting rights granted by this section although the charter and bylaws provide that the class may not vote on the proposed amendment.
Acts 1987, ch. 242, § 10.24.
Tenn. Code Ann. § 48-249-804 — TN Code / Title 48 / Chapter 249 / Section 48-249-804
Award of expenses
Status: in_force

(a) Defendant's expenses. On termination of the proceeding, the court may require the plaintiff to pay any defendant's reasonable expenses, including attorneys' fees, incurred in defending the proceeding, if it finds that the proceeding was commenced without reasonable cause. (b) Plaintiff's expenses. If a derivative proceeding is successful in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of any such proceeding, the court may award the plaintiff its reasonable expenses, including reasonable attorneys' fees. If anything is so received by the plaintiff, the court shall make such award of the plaintiff's expenses payable out of those proceeds and direct the plaintiff to remit to the LLC the remainder of anything received, and if those proceeds are insufficient to reimburse the plaintiff's reasonable expenses, the court may direct that any such award of the plaintiff's expenses, or portion of the expenses, be paid by the LLC. Acts 2005, ch. 286, § 1.
(a) Defendant's expenses. On termination of the proceeding, the court may require the plaintiff to pay any defendant's reasonable expenses, including attorneys' fees, incurred in defending the proceeding, if it finds that the proceeding was commenced without reasonable cause.
(b) Plaintiff's expenses. If a derivative proceeding is successful in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of any such proceeding, the court may award the plaintiff its reasonable expenses, including reasonable attorneys' fees. If anything is so received by the plaintiff, the court shall make such award of the plaintiff's expenses payable out of those proceeds and direct the plaintiff to remit to the LLC the remainder of anything received, and if those proceeds are insufficient to reimburse the plaintiff's reasonable expenses, the court may direct that any such award of the plaintiff's expenses, or portion of the expenses, be paid by the LLC.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-12-105 — TN Code / Title 48 / Chapter 12 / Section 48-12-105
Organization of corporation
Status: in_force

(a) After incorporation: (1) If initial directors are named in the charter, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; (2) If initial directors are not named in the charter, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators and upon at least two (2) days' notice of the date, time, and place of the meeting to: (A) Elect directors and complete the organization of the corporation; or (B) Elect a board of directors who shall complete the organization of the corporation. (b) Action required or permitted by chapters 11-27 of this title to be taken by incorporators at an organizational meeting may be taken without a meeting. If all incorporators consent to taking such action without a meeting, the affirmative vote of the number of incorporators that would be necessary to authorize or take such action at a meeting is the act of the incorporators. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each incorporator in one (1) or more counterparts, indicating each signing incorporator's vote or abstention on the action, and shall be included in the minutes or filed with the corporate records reflecting the action taken. (c) An organizational meeting may be held in or out of this state. (d) If the corporate existence of a corporation has begun pursuant to § 48-12-103 , no action of such corporation shall be invalid solely as a result of the failure to hold an organizational meeting or otherwise complete the organization of the corporation as contemplated in subsection (a). Acts 1986, ch. 887, § 2.05; 1994, ch. 776, § 9.
(a) After incorporation: (1) If initial directors are named in the charter, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; (2) If initial directors are not named in the charter, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators and upon at least two (2) days' notice of the date, time, and place of the meeting to: (A) Elect directors and complete the organization of the corporation; or (B) Elect a board of directors who shall complete the organization of the corporation.
(1) If initial directors are named in the charter, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;
(2) If initial directors are not named in the charter, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators and upon at least two (2) days' notice of the date, time, and place of the meeting to: (A) Elect directors and complete the organization of the corporation; or (B) Elect a board of directors who shall complete the organization of the corporation.
(A) Elect directors and complete the organization of the corporation; or
(B) Elect a board of directors who shall complete the organization of the corporation.
(b) Action required or permitted by chapters 11-27 of this title to be taken by incorporators at an organizational meeting may be taken without a meeting. If all incorporators consent to taking such action without a meeting, the affirmative vote of the number of incorporators that would be necessary to authorize or take such action at a meeting is the act of the incorporators. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each incorporator in one (1) or more counterparts, indicating each signing incorporator's vote or abstention on the action, and shall be included in the minutes or filed with the corporate records reflecting the action taken.
(c) An organizational meeting may be held in or out of this state.
(d) If the corporate existence of a corporation has begun pursuant to § 48-12-103 , no action of such corporation shall be invalid solely as a result of the failure to hold an organizational meeting or otherwise complete the organization of the corporation as contemplated in subsection (a).
Acts 1986, ch. 887, § 2.05; 1994, ch. 776, § 9.
Tenn. Code Ann. § 48-101-508 — TN Code / Title 48 / Chapter 101 / Section 48-101-508
Denial of exemption or registration - Hearing - Review
Status: in_force

(a) The division shall examine each filing and supporting documents submitted by all applicants and shall determine whether the registration requirements are satisfied. If the registration requirements are not satisfied, then the division shall deny the registration or take other action provided under this part. The division shall notify the applicant within ten (10) business days if a registration application or renewal application has been denied or if an action is taken in response to an exemption statement filed under § 48-101-502 . Within seven (7) business days after receipt of the notification that the registration requirements are not satisfied or that an action is taken in response to an exemption statement filed under § 48-101-502 , the applicant may request administrative review. The administrative review must be held within seven (7) business days of the request. A final decision regarding the denial of the applicant's registration must be rendered within three (3) business days of the administrative review. (b) Judicial review of final decisions shall be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5. Amended by 2024 Tenn. Acts, ch. 533,s 23, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Acts 1976, ch. 735, § 8; 1977, ch. 95, § 1; T.C.A., §§ 48-2208, 48-3-508; Acts 1996, ch. 907, § 8; 2007 , ch. 523, § 24.
(a) The division shall examine each filing and supporting documents submitted by all applicants and shall determine whether the registration requirements are satisfied. If the registration requirements are not satisfied, then the division shall deny the registration or take other action provided under this part. The division shall notify the applicant within ten (10) business days if a registration application or renewal application has been denied or if an action is taken in response to an exemption statement filed under § 48-101-502 . Within seven (7) business days after receipt of the notification that the registration requirements are not satisfied or that an action is taken in response to an exemption statement filed under § 48-101-502 , the applicant may request administrative review. The administrative review must be held within seven (7) business days of the request. A final decision regarding the denial of the applicant's registration must be rendered within three (3) business days of the administrative review.
(b) Judicial review of final decisions shall be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
Amended by 2024 Tenn. Acts, ch. 533,s 23, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Acts 1976, ch. 735, § 8; 1977, ch. 95, § 1; T.C.A., §§ 48-2208, 48-3-508; Acts 1996, ch. 907, § 8; 2007 , ch. 523, § 24.
Tenn. Code Ann. § 48-249-507 — TN Code / Title 48 / Chapter 249 / Section 48-249-507
Transfer of financial rights
Status: in_force

(a) Transferability of financial rights. Except as provided in subsection (c) the financial rights of a member or a holder of financial rights are transferable in whole or in part. (b) Effect of transfer of financial rights. A transfer of the financial rights of a member or a holder of financial rights entitles the transferee to receive, to the extent transferred, only the share of profits and losses and the distributions to which the transferor would otherwise be entitled, together with the right to transfer further the financial rights so transferred. A transfer of the financial rights of a member or a holder of financial rights does not dissolve the LLC and does not entitle or empower the transferee to become a member, to cause a dissolution, or to exercise any governance rights. Any attempt by the transferee to become a member, cause a dissolution or exercise any governance rights shall be null and void. (c) Restrictions on transfer of financial rights. (1) A restriction on the transfer of financial rights may be imposed in the LLC documents, by a written resolution adopted by all the members, or by a written agreement among, or other written action by, all the members, and, if so provided in the LLC documents, holders of financial rights. (2) A restriction on the transfer of financial rights referenced in subdivision (c)(1) is enforceable against the owner of the restricted financial rights. A written restriction on the transfer of financial rights that is set forth in the LLC documents may be enforced against a successor or transferee of the owner of the restricted financial rights, including a pledgee or a personal representative, whether or not such successor or transferee of the owner had actual notice of the restricted financial rights. Except for a written restriction in the LLC documents, a restriction, even though permitted by this section, is ineffective against a person without knowledge of the restriction. (d) Effective date of transfer. Any permissible transfer of financial rights under this section shall be effective as to and binding on the LLC, only when the transferee's name, address, taxpayer identification number and the nature and extent of the transfer are reflected in the LLC documents or the records of the LLC. Acts 2005, ch. 286, § 1.
(a) Transferability of financial rights. Except as provided in subsection (c) the financial rights of a member or a holder of financial rights are transferable in whole or in part.
(b) Effect of transfer of financial rights. A transfer of the financial rights of a member or a holder of financial rights entitles the transferee to receive, to the extent transferred, only the share of profits and losses and the distributions to which the transferor would otherwise be entitled, together with the right to transfer further the financial rights so transferred. A transfer of the financial rights of a member or a holder of financial rights does not dissolve the LLC and does not entitle or empower the transferee to become a member, to cause a dissolution, or to exercise any governance rights. Any attempt by the transferee to become a member, cause a dissolution or exercise any governance rights shall be null and void.
(c) Restrictions on transfer of financial rights. (1) A restriction on the transfer of financial rights may be imposed in the LLC documents, by a written resolution adopted by all the members, or by a written agreement among, or other written action by, all the members, and, if so provided in the LLC documents, holders of financial rights. (2) A restriction on the transfer of financial rights referenced in subdivision (c)(1) is enforceable against the owner of the restricted financial rights. A written restriction on the transfer of financial rights that is set forth in the LLC documents may be enforced against a successor or transferee of the owner of the restricted financial rights, including a pledgee or a personal representative, whether or not such successor or transferee of the owner had actual notice of the restricted financial rights. Except for a written restriction in the LLC documents, a restriction, even though permitted by this section, is ineffective against a person without knowledge of the restriction.
(1) A restriction on the transfer of financial rights may be imposed in the LLC documents, by a written resolution adopted by all the members, or by a written agreement among, or other written action by, all the members, and, if so provided in the LLC documents, holders of financial rights.
(2) A restriction on the transfer of financial rights referenced in subdivision (c)(1) is enforceable against the owner of the restricted financial rights. A written restriction on the transfer of financial rights that is set forth in the LLC documents may be enforced against a successor or transferee of the owner of the restricted financial rights, including a pledgee or a personal representative, whether or not such successor or transferee of the owner had actual notice of the restricted financial rights. Except for a written restriction in the LLC documents, a restriction, even though permitted by this section, is ineffective against a person without knowledge of the restriction.
(d) Effective date of transfer. Any permissible transfer of financial rights under this section shall be effective as to and binding on the LLC, only when the transferee's name, address, taxpayer identification number and the nature and extent of the transfer are reflected in the LLC documents or the records of the LLC.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-57-202 — TN Code / Title 48 / Chapter 57 / Section 48-57-202
Voting entitlement generally
Status: in_force

(a) Unless the charter or bylaws provide otherwise, each member is entitled to one (1) vote on each matter voted on by the members. (b) Unless the charter or bylaws provide otherwise, if a membership stands of record in the names of two (2) or more persons, their acts with respect to voting shall have the following effect: (1) If only one (1) vote, such act binds all; and (2) If more than one (1) vote, the vote shall be divided on a pro rata basis. (c) Memberships standing in the name of another nonprofit or for-profit corporation, domestic or foreign, may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe or, in the absence of a bylaw provision, as the board of directors of such corporation may determine. The corporation whose membership is being voted may rely on the representations of such officer, agent, or proxy as to the authority unless such authority is questioned. Acts 1987, ch. 242, § 7.21.
(a) Unless the charter or bylaws provide otherwise, each member is entitled to one (1) vote on each matter voted on by the members.
(b) Unless the charter or bylaws provide otherwise, if a membership stands of record in the names of two (2) or more persons, their acts with respect to voting shall have the following effect: (1) If only one (1) vote, such act binds all; and (2) If more than one (1) vote, the vote shall be divided on a pro rata basis.
(1) If only one (1) vote, such act binds all; and
(2) If more than one (1) vote, the vote shall be divided on a pro rata basis.
(c) Memberships standing in the name of another nonprofit or for-profit corporation, domestic or foreign, may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe or, in the absence of a bylaw provision, as the board of directors of such corporation may determine. The corporation whose membership is being voted may rely on the representations of such officer, agent, or proxy as to the authority unless such authority is questioned.
Acts 1987, ch. 242, § 7.21.
Tenn. Code Ann. § 48-103-305 — TN Code / Title 48 / Chapter 103 / Section 48-103-305
Meeting to consider control share voting rights
Status: in_force

(a) (1) If the acquiring person so demands contemporaneously with the delivery of a control share acquisition statement, the board of directors of the corporation, within twenty (20) days of the receipt of the demand, shall call a special meeting of shareholders for the purpose of considering the voting rights to be accorded the control shares acquired or to be acquired in the control share acquisition. The demand will not be effective unless accompanied by an undertaking to pay the corporation's reasonable expenses in connection with noticing and holding the special meeting, which expenses shall not include any expenses of the corporation in opposing a resolution to accord voting rights to the acquiring person. (2) Promptly after the board has called the special meeting, the corporation shall give written notice of the special meeting to shareholders. Such notice shall be given not less than twenty (20) days before the date of the special meeting. (3) Unless the acquiring person and the corporation shall agree in writing to a later date, the special meeting shall be held not more than fifty (50) days after the receipt by the corporation of the demand. If the acquiring person so requests in the demand, the special meeting will be held no sooner than thirty (30) days after receipt by the corporation of the demand. (b) If no demand respecting a special meeting of the corporation's shareholders is made in accordance with subsection (a), consideration of the voting rights to be accorded the shares acquired or to be acquired in the control share acquisition shall be presented at the next annual or special meeting of the corporation's shareholders as to which notice has not been given prior to the receipt by the corporation of the control share acquisition statement. Acts 1988, ch. 500, § 12; T.C.A., § 48-35-305.
(a) (1) If the acquiring person so demands contemporaneously with the delivery of a control share acquisition statement, the board of directors of the corporation, within twenty (20) days of the receipt of the demand, shall call a special meeting of shareholders for the purpose of considering the voting rights to be accorded the control shares acquired or to be acquired in the control share acquisition. The demand will not be effective unless accompanied by an undertaking to pay the corporation's reasonable expenses in connection with noticing and holding the special meeting, which expenses shall not include any expenses of the corporation in opposing a resolution to accord voting rights to the acquiring person. (2) Promptly after the board has called the special meeting, the corporation shall give written notice of the special meeting to shareholders. Such notice shall be given not less than twenty (20) days before the date of the special meeting. (3) Unless the acquiring person and the corporation shall agree in writing to a later date, the special meeting shall be held not more than fifty (50) days after the receipt by the corporation of the demand. If the acquiring person so requests in the demand, the special meeting will be held no sooner than thirty (30) days after receipt by the corporation of the demand.
(1) If the acquiring person so demands contemporaneously with the delivery of a control share acquisition statement, the board of directors of the corporation, within twenty (20) days of the receipt of the demand, shall call a special meeting of shareholders for the purpose of considering the voting rights to be accorded the control shares acquired or to be acquired in the control share acquisition. The demand will not be effective unless accompanied by an undertaking to pay the corporation's reasonable expenses in connection with noticing and holding the special meeting, which expenses shall not include any expenses of the corporation in opposing a resolution to accord voting rights to the acquiring person.
(2) Promptly after the board has called the special meeting, the corporation shall give written notice of the special meeting to shareholders. Such notice shall be given not less than twenty (20) days before the date of the special meeting.
(3) Unless the acquiring person and the corporation shall agree in writing to a later date, the special meeting shall be held not more than fifty (50) days after the receipt by the corporation of the demand. If the acquiring person so requests in the demand, the special meeting will be held no sooner than thirty (30) days after receipt by the corporation of the demand.
(b) If no demand respecting a special meeting of the corporation's shareholders is made in accordance with subsection (a), consideration of the voting rights to be accorded the shares acquired or to be acquired in the control share acquisition shall be presented at the next annual or special meeting of the corporation's shareholders as to which notice has not been given prior to the receipt by the corporation of the control share acquisition statement.
Acts 1988, ch. 500, § 12; T.C.A., § 48-35-305.
Tenn. Code Ann. § 48-60-202 — TN Code / Title 48 / Chapter 60 / Section 48-60-202
Amendment of bylaws by board of directors or members
Status: in_force

(a) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (1) The charter or chapters 51-68 of this title reserve this power exclusively to the members in whole or in part; or (2) The members in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw. (b) A corporation's members may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors. An amendment to the bylaws shall be approved by members by two thirds (2/3) of the votes cast or a majority of the voting power, whichever is less. An amendment to the bylaws which relates solely to the dues required for membership and which establishes or changes a specific amount for dues shall be approved by a majority of the members present and voting unless the charter or bylaws specify a higher voting percentage. (c) An amendment or repeal of a bylaw requires the written approval of a third person or persons if the charter so provides in accordance with § 48-60-301 . Acts 1987, ch. 242, § 10.21; 1988, ch. 859, § 1.
(a) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (1) The charter or chapters 51-68 of this title reserve this power exclusively to the members in whole or in part; or (2) The members in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.
(1) The charter or chapters 51-68 of this title reserve this power exclusively to the members in whole or in part; or
(2) The members in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.
(b) A corporation's members may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors. An amendment to the bylaws shall be approved by members by two thirds (2/3) of the votes cast or a majority of the voting power, whichever is less. An amendment to the bylaws which relates solely to the dues required for membership and which establishes or changes a specific amount for dues shall be approved by a majority of the members present and voting unless the charter or bylaws specify a higher voting percentage.
(c) An amendment or repeal of a bylaw requires the written approval of a third person or persons if the charter so provides in accordance with § 48-60-301 .
Acts 1987, ch. 242, § 10.21; 1988, ch. 859, § 1.
Tenn. Code Ann. § 48-18-506 — TN Code / Title 48 / Chapter 18 / Section 48-18-506
Determination and authorization of indemnification
Status: in_force

(a) A corporation may not indemnify a director under § 48-18-502 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in § 48-18-502 . (b) The determination shall be made: (1) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (2) If a quorum cannot be obtained under subdivision (b)(1), by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two (2) or more directors not at the time parties to the proceeding; (3) By independent special legal counsel: (A) Selected by the board of directors or its committee in the manner prescribed in subdivision (b)(1) or (b)(2); or (B) If a quorum of the board of directors cannot be obtained under subdivision (b)(1) and a committee cannot be designated under subdivision (b)(2), selected by majority vote of the full board of directors (in which selection directors who are parties may participate); or (4) By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination. (c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subdivision (b)(3) to select counsel. Acts 1986, ch. 887, § 8.55.
(a) A corporation may not indemnify a director under § 48-18-502 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in § 48-18-502 .
(b) The determination shall be made: (1) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (2) If a quorum cannot be obtained under subdivision (b)(1), by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two (2) or more directors not at the time parties to the proceeding; (3) By independent special legal counsel: (A) Selected by the board of directors or its committee in the manner prescribed in subdivision (b)(1) or (b)(2); or (B) If a quorum of the board of directors cannot be obtained under subdivision (b)(1) and a committee cannot be designated under subdivision (b)(2), selected by majority vote of the full board of directors (in which selection directors who are parties may participate); or (4) By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.
(1) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;
(2) If a quorum cannot be obtained under subdivision (b)(1), by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two (2) or more directors not at the time parties to the proceeding;
(3) By independent special legal counsel: (A) Selected by the board of directors or its committee in the manner prescribed in subdivision (b)(1) or (b)(2); or (B) If a quorum of the board of directors cannot be obtained under subdivision (b)(1) and a committee cannot be designated under subdivision (b)(2), selected by majority vote of the full board of directors (in which selection directors who are parties may participate); or
(A) Selected by the board of directors or its committee in the manner prescribed in subdivision (b)(1) or (b)(2); or
(B) If a quorum of the board of directors cannot be obtained under subdivision (b)(1) and a committee cannot be designated under subdivision (b)(2), selected by majority vote of the full board of directors (in which selection directors who are parties may participate); or
(4) By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.
(c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subdivision (b)(3) to select counsel.
Acts 1986, ch. 887, § 8.55.
Tenn. Code Ann. § 48-18-404 — TN Code / Title 48 / Chapter 18 / Section 48-18-404
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 delivered unless the notice specified a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date. (b) A board of directors 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 1986, ch. 887, § 8.43.
(a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specified a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.
(b) A board of directors 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 1986, ch. 887, § 8.43.
Tenn. Code Ann. § 48-23-204 — TN Code / Title 48 / Chapter 23 / Section 48-23-204
Duty to demand payment
Status: in_force

(a) A shareholder sent a dissenters' notice described in § 48-23-203 must demand payment, certify whether the shareholder acquired beneficial ownership of the shares before the date required to be set forth in the dissenters' notice pursuant to § 48-23-203(b)(2) , and deposit the shareholder's certificates in accordance with the terms of the notice. (b) The shareholder who demands payment and deposits the shareholder's share certificates under subsection (a) retains all other rights of a shareholder until these rights are cancelled or modified by the effectuation of the proposed corporate action. (c) A shareholder who does not demand payment or deposit the shareholder's share certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for the shareholder's shares under this chapter. (d) A demand for payment filed by a shareholder may not be withdrawn unless the corporation with which it was filed, or the surviving corporation, consents thereto. Acts 1986, ch. 887, § 13.23; 2012, ch. 1051, § 48.
(a) A shareholder sent a dissenters' notice described in § 48-23-203 must demand payment, certify whether the shareholder acquired beneficial ownership of the shares before the date required to be set forth in the dissenters' notice pursuant to § 48-23-203(b)(2) , and deposit the shareholder's certificates in accordance with the terms of the notice.
(b) The shareholder who demands payment and deposits the shareholder's share certificates under subsection (a) retains all other rights of a shareholder until these rights are cancelled or modified by the effectuation of the proposed corporate action.
(c) A shareholder who does not demand payment or deposit the shareholder's share certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for the shareholder's shares under this chapter.
(d) A demand for payment filed by a shareholder may not be withdrawn unless the corporation with which it was filed, or the surviving corporation, consents thereto.
Acts 1986, ch. 887, § 13.23; 2012, ch. 1051, § 48.
Tenn. Code Ann. § 48-246-401 — TN Code / Title 48 / Chapter 246 / Section 48-246-401
Cancellation of certificate of authority
Status: in_force

(a) A foreign LLC may cancel its certificate of authority by filing with the secretary of state a certificate of cancellation of authority executed by the foreign LLC, setting forth: (1) The name of the foreign LLC, and, if different, the name under which it does business in Tennessee; (2) The name of the jurisdiction under whose law it was organized; (3) That it is not transacting business in this state and that it surrenders its authority to transact business in this state; (4) That it either continues its registered agent in this state or revokes the authority of the 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; (5) 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)(4); and (6) A commitment to notify the secretary of state in the future of any change in mailing address. (b) The secretary of state shall file the certificate of cancellation of authority if the secretary of state finds that the certificate of cancellation of authority: (1) Complies with subsection (a); and (2) Is accompanied by a tax clearance for termination or withdrawal relative to such foreign LLC. (c) When the cancellation of certificate of authority has been filed in accordance with subsection (b), the certificate of authority of the foreign LLC is cancelled. 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)(5). Acts 1994, ch. 868, § 1; 2009, ch. 349, §§ 3, 4; 2010, ch. 741, § 32.
(a) A foreign LLC may cancel its certificate of authority by filing with the secretary of state a certificate of cancellation of authority executed by the foreign LLC, setting forth: (1) The name of the foreign LLC, and, if different, the name under which it does business in Tennessee; (2) The name of the jurisdiction under whose law it was organized; (3) That it is not transacting business in this state and that it surrenders its authority to transact business in this state; (4) That it either continues its registered agent in this state or revokes the authority of the 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; (5) 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)(4); and (6) A commitment to notify the secretary of state in the future of any change in mailing address.
(1) The name of the foreign LLC, and, if different, the name under which it does business in Tennessee;
(2) The name of the jurisdiction under whose law it was organized;
(3) That it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(4) That it either continues its registered agent in this state or revokes the authority of the 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;
(5) 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)(4); and
(6) A commitment to notify the secretary of state in the future of any change in mailing address.
(b) The secretary of state shall file the certificate of cancellation of authority if the secretary of state finds that the certificate of cancellation of authority: (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) When the cancellation of certificate of authority has been filed in accordance with subsection (b), the certificate of authority of the foreign LLC is cancelled. 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)(5).
Acts 1994, ch. 868, § 1; 2009, ch. 349, §§ 3, 4; 2010, ch. 741, § 32.
Tenn. Code Ann. § 48-57-103 — TN Code / Title 48 / Chapter 57 / Section 48-57-103
Court-ordered meeting
Status: in_force

(a) A court of record having equity jurisdiction in the county where a corporation's principal office (or, if none in this state, its registered office) is located may summarily order a meeting to be held on application of: (1) Any member or other person entitled to participate in the annual meeting, and in the case of a public benefit corporation, the attorney general and reporter, if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or (2) A member who signed a demand for a special meeting valid under § 48-57-102 , or a person or persons entitled to call a special meeting and in the case of a public benefit corporation, the attorney general and reporter, if: (A) Notice of the special meeting was not given within one (1) month after the date the demand was delivered to the corporation's secretary; or (B) The special meeting was not held in accordance with the notice. (b) The court may fix the time and place of the meeting, determine the members entitled to participate and vote at the meeting, specify a record date for determining members entitled to notice of the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting. (c) If the court orders a meeting, it may also order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order. Acts 1987, ch. 242, § 7.03.
(a) A court of record having equity jurisdiction in the county where a corporation's principal office (or, if none in this state, its registered office) is located may summarily order a meeting to be held on application of: (1) Any member or other person entitled to participate in the annual meeting, and in the case of a public benefit corporation, the attorney general and reporter, if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or (2) A member who signed a demand for a special meeting valid under § 48-57-102 , or a person or persons entitled to call a special meeting and in the case of a public benefit corporation, the attorney general and reporter, if: (A) Notice of the special meeting was not given within one (1) month after the date the demand was delivered to the corporation's secretary; or (B) The special meeting was not held in accordance with the notice.
(1) Any member or other person entitled to participate in the annual meeting, and in the case of a public benefit corporation, the attorney general and reporter, if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or
(2) A member who signed a demand for a special meeting valid under § 48-57-102 , or a person or persons entitled to call a special meeting and in the case of a public benefit corporation, the attorney general and reporter, if: (A) Notice of the special meeting was not given within one (1) month after the date the demand was delivered to the corporation's secretary; or (B) The special meeting was not held in accordance with the notice.
(A) Notice of the special meeting was not given within one (1) month after the date the demand was delivered to the corporation's secretary; or
(B) The special meeting was not held in accordance with the notice.
(b) The court may fix the time and place of the meeting, determine the members entitled to participate and vote at the meeting, specify a record date for determining members entitled to notice of the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting.
(c) If the court orders a meeting, it may also order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order.
Acts 1987, ch. 242, § 7.03.
Tenn. Code Ann. § 48-58-704 — TN Code / Title 48 / Chapter 58 / Section 48-58-704
When members' action respecting a director's or officer's conflicting interest transaction is effective - Disclosure of nonqualified memberships - Quorum - Procedure for noncompliant member votes
Status: in_force

(a) Members' action respecting a director's or officer's conflicting interest transaction is effective for purposes of § 48-58-702(b)(2) if a majority of the votes cast by the holders of all qualified memberships are in favor of the transaction after: (1) Notice to members describing the action to be taken respecting the transaction; (2) Provision to the corporation of the information referred to in subsection (b); and (3) Communication to the members entitled to vote on the transaction of the information that is the subject of required disclosure, to the extent the information is not known by them. (b) A director or officer who has a conflicting interest respecting the transaction shall, before the members' vote, inform the secretary or other officer or agent of the corporation authorized to tabulate votes, in writing, of the number of memberships that the director or officer knows are not qualified memberships under subsection (c), and the identity of the holders of those memberships. (c) For purposes of this section: (1) "Beneficial member" means the person who is a beneficial owner of a membership interest held by a nominee as the record member; (2) "Holder" means, and "held by" refers to, memberships held by both a record member and a beneficial member; (3) "Qualified memberships" means all memberships entitled to be voted with respect to the transaction except for memberships that the secretary or other officer or agent of the corporation authorized to tabulate votes either knows, or under subsection (b) is notified, are held by: (A) A director or officer who has a conflicting interest respecting the transaction; or (B) A related person of the director or officer (excluding a person described in § 48-58-701(7)(F) ); and (4) "Record member" means the person in whose name a membership interest is registered in the records of a corporation or the beneficial owner of the membership interest to the extent of the rights granted by a nominee certificate or other document on file with the corporation. (d) A majority of the votes entitled to be cast by the holders of all qualified memberships constitutes a quorum for purposes of compliance with this section. Subject to subsection (e), members' action that otherwise complies with this section is not affected by the presence of holders, or by the voting, of memberships that are not qualified memberships. (e) If a member's vote does not comply with subsection (a) solely because of a director's or officer's failure to comply with subsection (b), and if the director or officer establishes that the failure was not intended to influence and did not in fact determine the outcome of the vote, the court may take such action respecting the transaction and the director or officer, and may give such effect, if any, to the members' vote, as the court considers appropriate in the circumstances. (f) Where members' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the charter, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the members, in which action memberships that are not qualified memberships may participate. Added by 2014 Tenn. Acts, ch. 899,s 54, eff. 1/1/2015.
(a) Members' action respecting a director's or officer's conflicting interest transaction is effective for purposes of § 48-58-702(b)(2) if a majority of the votes cast by the holders of all qualified memberships are in favor of the transaction after: (1) Notice to members describing the action to be taken respecting the transaction; (2) Provision to the corporation of the information referred to in subsection (b); and (3) Communication to the members entitled to vote on the transaction of the information that is the subject of required disclosure, to the extent the information is not known by them.
(1) Notice to members describing the action to be taken respecting the transaction;
(2) Provision to the corporation of the information referred to in subsection (b); and
(3) Communication to the members entitled to vote on the transaction of the information that is the subject of required disclosure, to the extent the information is not known by them.
(b) A director or officer who has a conflicting interest respecting the transaction shall, before the members' vote, inform the secretary or other officer or agent of the corporation authorized to tabulate votes, in writing, of the number of memberships that the director or officer knows are not qualified memberships under subsection (c), and the identity of the holders of those memberships.
(c) For purposes of this section: (1) "Beneficial member" means the person who is a beneficial owner of a membership interest held by a nominee as the record member; (2) "Holder" means, and "held by" refers to, memberships held by both a record member and a beneficial member; (3) "Qualified memberships" means all memberships entitled to be voted with respect to the transaction except for memberships that the secretary or other officer or agent of the corporation authorized to tabulate votes either knows, or under subsection (b) is notified, are held by: (A) A director or officer who has a conflicting interest respecting the transaction; or (B) A related person of the director or officer (excluding a person described in § 48-58-701(7)(F) ); and (4) "Record member" means the person in whose name a membership interest is registered in the records of a corporation or the beneficial owner of the membership interest to the extent of the rights granted by a nominee certificate or other document on file with the corporation.
(1) "Beneficial member" means the person who is a beneficial owner of a membership interest held by a nominee as the record member;
(2) "Holder" means, and "held by" refers to, memberships held by both a record member and a beneficial member;
(3) "Qualified memberships" means all memberships entitled to be voted with respect to the transaction except for memberships that the secretary or other officer or agent of the corporation authorized to tabulate votes either knows, or under subsection (b) is notified, are held by: (A) A director or officer who has a conflicting interest respecting the transaction; or (B) A related person of the director or officer (excluding a person described in § 48-58-701(7)(F) ); and
(A) A director or officer who has a conflicting interest respecting the transaction; or
(B) A related person of the director or officer (excluding a person described in § 48-58-701(7)(F) ); and
(4) "Record member" means the person in whose name a membership interest is registered in the records of a corporation or the beneficial owner of the membership interest to the extent of the rights granted by a nominee certificate or other document on file with the corporation.
(d) A majority of the votes entitled to be cast by the holders of all qualified memberships constitutes a quorum for purposes of compliance with this section. Subject to subsection (e), members' action that otherwise complies with this section is not affected by the presence of holders, or by the voting, of memberships that are not qualified memberships.
(e) If a member's vote does not comply with subsection (a) solely because of a director's or officer's failure to comply with subsection (b), and if the director or officer establishes that the failure was not intended to influence and did not in fact determine the outcome of the vote, the court may take such action respecting the transaction and the director or officer, and may give such effect, if any, to the members' vote, as the court considers appropriate in the circumstances.
(f) Where members' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the charter, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the members, in which action memberships that are not qualified memberships may participate.
Added by 2014 Tenn. Acts, ch. 899,s 54, eff. 1/1/2015.
Tenn. Code Ann. § 48-24-107 — TN Code / Title 48 / Chapter 24 / Section 48-24-107
Unknown claims against dissolved corporation
Status: in_force

(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. (b) The notice must: (1) Be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation's principal office (or, if none in this state, its registered office) is or was last located; (2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (3) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice. (c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within two (2) years after the publication date of the newspaper notice: (1) A claimant who did not receive written notice under § 48-24-106 ; (2) A claimant whose claim was timely sent to the dissolved corporation but not acted on; or (3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. (d) A claim may be enforced under this section: (1) Against the dissolved corporation, to the extent of its undistributed assets; or (2) If the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to the shareholder. Acts 1986, ch. 887, § 14.07.
(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.
(b) The notice must: (1) Be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation's principal office (or, if none in this state, its registered office) is or was last located; (2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (3) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice.
(1) Be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation's principal office (or, if none in this state, its registered office) is or was last located;
(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(3) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice.
(c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within two (2) years after the publication date of the newspaper notice: (1) A claimant who did not receive written notice under § 48-24-106 ; (2) A claimant whose claim was timely sent to the dissolved corporation but not acted on; or (3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(1) A claimant who did not receive written notice under § 48-24-106 ;
(2) A claimant whose claim was timely sent to the dissolved corporation but not acted on; or
(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim may be enforced under this section: (1) Against the dissolved corporation, to the extent of its undistributed assets; or (2) If the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to the shareholder.
(1) Against the dissolved corporation, to the extent of its undistributed assets; or
(2) If the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to the shareholder.
Acts 1986, ch. 887, § 14.07.
Tenn. Code Ann. § 48-249-803 — TN Code / Title 48 / Chapter 249 / Section 48-249-803
Discontinuance
Status: in_force

A proceeding commenced under this part may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the LLC or a class of members or holders of financial rights, the court shall direct that notice be given to the members or holders of financial rights affected. If notice is so directed to be given, the court may determine which one (1) or more parties to the proceeding shall bear the expense of giving the notice, in such proportions as the court finds to be reasonable in the circumstances, and the amount of such expense shall be awarded as special costs of the proceeding and recoverable in the same manner as other taxable costs. Acts 2005, ch. 286, § 1.
A proceeding commenced under this part may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the LLC or a class of members or holders of financial rights, the court shall direct that notice be given to the members or holders of financial rights affected. If notice is so directed to be given, the court may determine which one (1) or more parties to the proceeding shall bear the expense of giving the notice, in such proportions as the court finds to be reasonable in the circumstances, and the amount of such expense shall be awarded as special costs of the proceeding and recoverable in the same manner as other taxable costs.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-25-201 — TN Code / Title 48 / Chapter 25 / Section 48-25-201
Withdrawal of foreign corporation
Status: in_force

(a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state. (b) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the secretary of state for filing. The application shall set forth: (1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated; (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 (b)(3); and (5) A commitment to notify the secretary of state in the future of any change in its mailing address. (c) The foreign corporation shall provide any additional information in its application requested by the commissioner of revenue or the secretary of state in order to determine and assess any unpaid taxes and fees payable under the laws of this state. (d) The secretary of state shall not file an application for a certificate of withdrawal unless it is accompanied by a tax clearance for termination or withdrawal relative to such foreign corporation. (e) After the withdrawal of the corporation is effective, service of process on the secretary of state or the continued registered agent under this section is service on the foreign corporation. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection (b). Acts 1986, ch. 887, § 15.20; 1987, ch. 273, § 41; 2010, ch. 741, § 9.
(a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state.
(b) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the secretary of state for filing. The application shall set forth: (1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated; (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 (b)(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 corporation and the name of the state or country under whose law it is incorporated;
(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 (b)(3); and
(5) A commitment to notify the secretary of state in the future of any change in its mailing address.
(c) The foreign corporation shall provide any additional information in its application requested by the commissioner of revenue or the secretary of state in order to determine and assess any unpaid taxes and fees payable under the laws of this state.
(d) The secretary of state shall not file an application for a certificate of withdrawal unless it is accompanied by a tax clearance for termination or withdrawal relative to such foreign corporation.
(e) After the withdrawal of the corporation is effective, service of process on the secretary of state or the continued registered agent under this section is service on the foreign corporation. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection (b).
Acts 1986, ch. 887, § 15.20; 1987, ch. 273, § 41; 2010, ch. 741, § 9.
Tenn. Code Ann. § 48-56-204 — TN Code / Title 48 / Chapter 56 / Section 48-56-204
Member's liability for dues, assessments and fees
Status: in_force

(a) A member may become liable to the corporation for dues, assessments or fees by consenting (expressly or impliedly) to such obligation; provided, that a charter or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments or fees does not, of itself, create liability. (b) Nothing in this section shall prevent a corporation from terminating or suspending a member's membership for nonpayment of dues, assessments or fees, even though the member is not liable to the corporation, pursuant to this section, for payment of such dues, assessments or fees. Acts 1987, ch. 242, § 6.23.
(a) A member may become liable to the corporation for dues, assessments or fees by consenting (expressly or impliedly) to such obligation; provided, that a charter or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments or fees does not, of itself, create liability.
(b) Nothing in this section shall prevent a corporation from terminating or suspending a member's membership for nonpayment of dues, assessments or fees, even though the member is not liable to the corporation, pursuant to this section, for payment of such dues, assessments or fees.
Acts 1987, ch. 242, § 6.23.
Tenn. Code Ann. § 48-23-301 — TN Code / Title 48 / Chapter 23 / Section 48-23-301
Court action
Status: in_force

(a) If a demand for payment under § 48-23-209 remains unsettled, the corporation shall commence a proceeding within two (2) months after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the two-month period, it shall pay each dissenter whose demand remains unsettled the amount demanded. (b) The corporation shall commence the proceeding in a court of record having equity jurisdiction in the county where the corporation's principal office (or, if none in this state, its registered office) is located. If the corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located. (c) The corporation shall make all dissenters (whether or not residents of this state) whose demands remain unsettled, parties to the proceeding as in an action against their shares and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law. (d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) is plenary and exclusive. The court may appoint one (1) or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings. (e) Each dissenter made a party to the proceeding is entitled to judgment: (1) For the amount, if any, by which the court finds the fair value of the dissenter's shares, plus accrued interest, exceeds the amount paid by the corporation; or (2) For the fair value, plus accrued interest, of the dissenter's after-acquired shares for which the corporation elected to withhold payment under § 48-23-208 . Acts 1986, ch. 887, § 13.30.
(a) If a demand for payment under § 48-23-209 remains unsettled, the corporation shall commence a proceeding within two (2) months after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the two-month period, it shall pay each dissenter whose demand remains unsettled the amount demanded.
(b) The corporation shall commence the proceeding in a court of record having equity jurisdiction in the county where the corporation's principal office (or, if none in this state, its registered office) is located. If the corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located.
(c) The corporation shall make all dissenters (whether or not residents of this state) whose demands remain unsettled, parties to the proceeding as in an action against their shares and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.
(d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) is plenary and exclusive. The court may appoint one (1) or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.
(e) Each dissenter made a party to the proceeding is entitled to judgment: (1) For the amount, if any, by which the court finds the fair value of the dissenter's shares, plus accrued interest, exceeds the amount paid by the corporation; or (2) For the fair value, plus accrued interest, of the dissenter's after-acquired shares for which the corporation elected to withhold payment under § 48-23-208 .
(1) For the amount, if any, by which the court finds the fair value of the dissenter's shares, plus accrued interest, exceeds the amount paid by the corporation; or
(2) For the fair value, plus accrued interest, of the dissenter's after-acquired shares for which the corporation elected to withhold payment under § 48-23-208 .
Acts 1986, ch. 887, § 13.30.
Tenn. Code Ann. § 48-249-1105 — TN Code / Title 48 / Chapter 249 / Section 48-249-1105
Power
Status: in_force

(a) General powers. Except as provided in subsection (b), or otherwise limited by this part, a PLLC has the powers enumerated in § 48-249-104 . (b) Other professional entities. A PLLC may be a promoter, general partner, member, holder of financial rights, associate or manager of a PLLC, professional corporation, partnership, joint venture, trust or other entity, only if the other entity is engaged solely in rendering professional services, or in carrying on business authorized by the PLLC's articles. Acts 2005, ch. 286, § 1.
(a) General powers. Except as provided in subsection (b), or otherwise limited by this part, a PLLC has the powers enumerated in § 48-249-104 .
(b) Other professional entities. A PLLC may be a promoter, general partner, member, holder of financial rights, associate or manager of a PLLC, professional corporation, partnership, joint venture, trust or other entity, only if the other entity is engaged solely in rendering professional services, or in carrying on business authorized by the PLLC's articles.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-68-103 — TN Code / Title 48 / Chapter 68 / Section 48-68-103
Saving provisions
Status: in_force

(a) Except as provided in subsection (b), the repeal of a statute by chapters 51-68 of this title does not affect: (1) The operation of the statute or any action taken under it before its repeal and if any certificate or document is required to be filed in any public office of this state relating to such action, it may be filed after January 1, 1988, in accordance with the prior statute; provided, that such certificate or document is received by the secretary of state or other recording official on or before April 30, 1988. Any certificate or document recorded or filed pursuant to this subdivision (a)(1) shall pay the fee required by chapters 51-68 of this title for such recording or filing; (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 commenced, or reorganization or dissolution authorized by the board of directors, 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 chapters 51-68 of this title is reduced by chapters 51-68 of this title, the penalty or punishment if not already imposed shall be imposed in accordance with chapters 51-68 of this title. Acts 1987, ch. 242, § 18.03.
(a) Except as provided in subsection (b), the repeal of a statute by chapters 51-68 of this title does not affect: (1) The operation of the statute or any action taken under it before its repeal and if any certificate or document is required to be filed in any public office of this state relating to such action, it may be filed after January 1, 1988, in accordance with the prior statute; provided, that such certificate or document is received by the secretary of state or other recording official on or before April 30, 1988. Any certificate or document recorded or filed pursuant to this subdivision (a)(1) shall pay the fee required by chapters 51-68 of this title for such recording or filing; (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 commenced, or reorganization or dissolution authorized by the board of directors, 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 and if any certificate or document is required to be filed in any public office of this state relating to such action, it may be filed after January 1, 1988, in accordance with the prior statute; provided, that such certificate or document is received by the secretary of state or other recording official on or before April 30, 1988. Any certificate or document recorded or filed pursuant to this subdivision (a)(1) shall pay the fee required by chapters 51-68 of this title for such recording or filing;
(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 commenced, or reorganization or dissolution authorized by the board of directors, 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 chapters 51-68 of this title is reduced by chapters 51-68 of this title, the penalty or punishment if not already imposed shall be imposed in accordance with chapters 51-68 of this title.
Acts 1987, ch. 242, § 18.03.
Tenn. Code Ann. § 48-103-403 — TN Code / Title 48 / Chapter 103 / Section 48-103-403
"Authorized corporation" defined
Status: in_force

"Authorized corporation" means a foreign corporation which is required to obtain a certificate of authority from the Tennessee secretary of state and which meets two (2) or more of the following tests: (1) The corporation has its principal place of business located in this state; (2) The corporation has the principal office or offices or place or places of business of significant subsidiaries, representing in the aggregate not less than twenty (20%) of such corporation's consolidated net sales, located in this state; (3) A majority of such corporation's fixed assets, including those of any subsidiary, located in the United States, as valued by reference to the balance sheet at the end of its most recent fiscal year, are located in this state; (4) More than ten percent (10%) of the beneficial owners of the voting stock or more than ten percent (10%) of such corporation's shares of voting stock are beneficially owned by residents of this state; (5) The corporation, including any significant subsidiary, employs more than two hundred fifty (250) individuals in this state or has a combined annual payroll paid to residents of this state which is in excess of five million dollars ($5,000,000); (6) The corporation, including any significant subsidiary, produces goods and/or services in this state which result in annual gross receipts in excess of ten million dollars ($10,000,000); (7) The corporation, including any significant subsidiary, has physical assets and/or deposits, including those of any subsidiary, located within this state which exceed ten million dollars ($10,000,000) in value. Acts 1988, ch. 500, § 23; T.C.A., § 48-35-403.
"Authorized corporation" means a foreign corporation which is required to obtain a certificate of authority from the Tennessee secretary of state and which meets two (2) or more of the following tests:
(1) The corporation has its principal place of business located in this state;
(2) The corporation has the principal office or offices or place or places of business of significant subsidiaries, representing in the aggregate not less than twenty (20%) of such corporation's consolidated net sales, located in this state;
(3) A majority of such corporation's fixed assets, including those of any subsidiary, located in the United States, as valued by reference to the balance sheet at the end of its most recent fiscal year, are located in this state;
(4) More than ten percent (10%) of the beneficial owners of the voting stock or more than ten percent (10%) of such corporation's shares of voting stock are beneficially owned by residents of this state;
(5) The corporation, including any significant subsidiary, employs more than two hundred fifty (250) individuals in this state or has a combined annual payroll paid to residents of this state which is in excess of five million dollars ($5,000,000);
(6) The corporation, including any significant subsidiary, produces goods and/or services in this state which result in annual gross receipts in excess of ten million dollars ($10,000,000);
(7) The corporation, including any significant subsidiary, has physical assets and/or deposits, including those of any subsidiary, located within this state which exceed ten million dollars ($10,000,000) in value.
Acts 1988, ch. 500, § 23; T.C.A., § 48-35-403.
Tenn. Code Ann. § 48-61-106 — TN Code / Title 48 / Chapter 61 / Section 48-61-106
Abandonment of merger or membership exchange - Certificate of abandonment
Status: in_force

(a) After a plan of merger or membership exchange has been adopted and approved as required by chapters 51-68 of this title, and at any time before the merger or membership exchange has become effective, the merger or membership exchange may be abandoned (subject to any contractual rights) by any corporation or other entity that is a party to the merger or membership exchange, without action by the members or interest holders of such party, in accordance with the procedures set forth in the plan of merger or membership exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors of such corporation or the managers of such other entity subject to any contractual rights of other parties to the merger or membership exchange. (b) If the merger or membership exchange is abandoned after articles of merger or membership exchange have been filed with the secretary of state but before the merger or membership exchange has become effective, a statement, executed on behalf of each party to the merger or membership exchange by an officer or other duly authorized representative, stating that the merger or membership exchange has been abandoned in accordance with the plan and this section, shall be filed with the secretary of state prior to the effectiveness of the merger or membership exchange. (c) The secretary of state shall, when all fees have been paid as required by law: (1) Endorse on the original and each copy the word "filed" and the month, day, and year of the filing thereof; (2) File the original in the office of the secretary of state; and (3) Issue a certificate of abandonment to each party to the merger or membership exchange. (d) Upon the filing of such statement by the secretary of state, the merger or membership exchange shall be deemed abandoned and shall not become effective. Amended by 2014 Tenn. Acts, ch. 899,s 70, eff. 1/1/2015. Acts 1987, ch. 242, § 11.06.
(a) After a plan of merger or membership exchange has been adopted and approved as required by chapters 51-68 of this title, and at any time before the merger or membership exchange has become effective, the merger or membership exchange may be abandoned (subject to any contractual rights) by any corporation or other entity that is a party to the merger or membership exchange, without action by the members or interest holders of such party, in accordance with the procedures set forth in the plan of merger or membership exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors of such corporation or the managers of such other entity subject to any contractual rights of other parties to the merger or membership exchange.
(b) If the merger or membership exchange is abandoned after articles of merger or membership exchange have been filed with the secretary of state but before the merger or membership exchange has become effective, a statement, executed on behalf of each party to the merger or membership exchange by an officer or other duly authorized representative, stating that the merger or membership exchange has been abandoned in accordance with the plan and this section, shall be filed with the secretary of state prior to the effectiveness of the merger or membership exchange.
(c) The secretary of state shall, when all fees have been paid as required by law: (1) Endorse on the original and each copy the word "filed" and the month, day, and year of the filing thereof; (2) File the original in the office of the secretary of state; and (3) Issue a certificate of abandonment to each party to the merger or membership exchange.
(1) Endorse on the original and each copy the word "filed" and the month, day, and year of the filing thereof;
(2) File the original in the office of the secretary of state; and
(3) Issue a certificate of abandonment to each party to the merger or membership exchange.
(d) Upon the filing of such statement by the secretary of state, the merger or membership exchange shall be deemed abandoned and shall not become effective.
Amended by 2014 Tenn. Acts, ch. 899,s 70, eff. 1/1/2015.
Acts 1987, ch. 242, § 11.06.
Tenn. Code Ann. § 48-101-616 — TN Code / Title 48 / Chapter 101 / Section 48-101-616
Assessment of proceeding costs
Status: in_force

(a) The court in an appraisal proceeding commenced under § 48-101-615 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and shall assess the costs against the professional corporation. But the court may assess costs against the disqualified shareholder, in an amount the court finds equitable, if the court finds the shareholder acted arbitrarily, vexatiously or not in good faith in refusing to accept the corporation's offer. (b) The court may also: (1) Assess the fees and expenses of counsel and experts for the disqualified shareholder against the corporation and in favor of the shareholder if the court finds that the fair value of such shareholder's shares substantially exceeded the amount offered by the corporation or that the corporation did not make an offer; or (2) Assess the fees and expenses of counsel and experts for the corporation against the disqualified shareholder and in favor of the corporation if the court finds that the fair value of such shareholder's shares did not substantially exceed the amount offered by the corporation. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-616.
(a) The court in an appraisal proceeding commenced under § 48-101-615 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and shall assess the costs against the professional corporation. But the court may assess costs against the disqualified shareholder, in an amount the court finds equitable, if the court finds the shareholder acted arbitrarily, vexatiously or not in good faith in refusing to accept the corporation's offer.
(b) The court may also: (1) Assess the fees and expenses of counsel and experts for the disqualified shareholder against the corporation and in favor of the shareholder if the court finds that the fair value of such shareholder's shares substantially exceeded the amount offered by the corporation or that the corporation did not make an offer; or (2) Assess the fees and expenses of counsel and experts for the corporation against the disqualified shareholder and in favor of the corporation if the court finds that the fair value of such shareholder's shares did not substantially exceed the amount offered by the corporation.
(1) Assess the fees and expenses of counsel and experts for the disqualified shareholder against the corporation and in favor of the shareholder if the court finds that the fair value of such shareholder's shares substantially exceeded the amount offered by the corporation or that the corporation did not make an offer; or
(2) Assess the fees and expenses of counsel and experts for the corporation against the disqualified shareholder and in favor of the corporation if the court finds that the fair value of such shareholder's shares did not substantially exceed the amount offered by the corporation.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-616.
Tenn. Code Ann. § 48-15-101 — TN Code / Title 48 / Chapter 15 / Section 48-15-101
Registered office and registered agent
Status: in_force

(a) Each corporation must continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and (2) A registered agent who maintains an office at the same street address as the registered office, and who may be: (A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or (B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state. (b) If a registered agent resigns or is unable to perform the registered agent's duties, the designating corporation shall promptly designate another registered agent to the end that it shall at all times have a registered agent in this state. Amended by 2023 Tenn. Acts, ch. 102,s 1, eff. 7/1/2023. Acts 1986, ch. 887, § 5.01.
(a) Each corporation must continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and (2) A registered agent who maintains an office at the same street address as the registered office, and who may be: (A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or (B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(1) A registered office that may be the same as any of its places of business; and
(2) A registered agent who maintains an office at the same street address as the registered office, and who may be: (A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or (B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or
(B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(b) If a registered agent resigns or is unable to perform the registered agent's duties, the designating corporation shall promptly designate another registered agent to the end that it shall at all times have a registered agent in this state.
Amended by 2023 Tenn. Acts, ch. 102,s 1, eff. 7/1/2023.
Acts 1986, ch. 887, § 5.01.
Tenn. Code Ann. § 48-230-103 — TN Code / Title 48 / Chapter 230 / Section 48-230-103
Discontinuance
Status: in_force

A proceeding commenced under this section may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the LLC or a class of members and/or holders of financial rights, the court shall direct that notice be given the members and/or holders of financial rights affected. If notice is so directed to be given, the court may determine which one (1) or more parties to the suit shall bear the expense of giving such notice, in such proportions as the court finds to be reasonable in the circumstances, and the amount of such expense shall be awarded as special costs of the suit and recoverable in the same manner as other taxable costs. Acts 1994, ch. 868, § 1.
A proceeding commenced under this section may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the LLC or a class of members and/or holders of financial rights, the court shall direct that notice be given the members and/or holders of financial rights affected. If notice is so directed to be given, the court may determine which one (1) or more parties to the suit shall bear the expense of giving such notice, in such proportions as the court finds to be reasonable in the circumstances, and the amount of such expense shall be awarded as special costs of the suit and recoverable in the same manner as other taxable costs.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-249-606 — TN Code / Title 48 / Chapter 249 / Section 48-249-606
Reinstatement following administrative dissolution
Status: in_force

(a) Application for reinstatement. An LLC administratively dissolved under § 48-249-605 may apply to the secretary of state for reinstatement following administrative dissolution. The application shall: (1) Be accompanied by a confirmation of good standing relative to such LLC; (2) State the name of the LLC at its date of administrative dissolution; (3) State that the ground or grounds for dissolution either did not exist or have been eliminated; and (4) State a name for the LLC that satisfies the requirements of § 48-249-106 . (b) Certificate of reinstatement. (1) If the secretary of state determines that the application is accompanied by the confirmation of good standing and contains the 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 LLC in accordance with § 48-249-113(a) , except that the copy of the certificate may be sent by first class mail. (2) If the LLC name in subdivision (a)(4) is different than the LLC name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to the articles of the LLC insofar as it pertains to the LLC's name. (c) Relation back of reinstatement. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the LLC resumes carrying on its business as if the administrative dissolution had never occurred. Acts 2005, ch. 286, § 1; 2010, ch. 741, §§ 39, 40; 2011, ch. 99, §§ 14-16.
(a) Application for reinstatement. An LLC administratively dissolved under § 48-249-605 may apply to the secretary of state for reinstatement following administrative dissolution. The application shall: (1) Be accompanied by a confirmation of good standing relative to such LLC; (2) State the name of the LLC at its date of administrative dissolution; (3) State that the ground or grounds for dissolution either did not exist or have been eliminated; and (4) State a name for the LLC that satisfies the requirements of § 48-249-106 .
(1) Be accompanied by a confirmation of good standing relative to such LLC;
(2) State the name of the LLC at its date of administrative dissolution;
(3) State that the ground or grounds for dissolution either did not exist or have been eliminated; and
(4) State a name for the LLC that satisfies the requirements of § 48-249-106 .
(b) Certificate of reinstatement. (1) If the secretary of state determines that the application is accompanied by the confirmation of good standing and contains the 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 LLC in accordance with § 48-249-113(a) , except that the copy of the certificate may be sent by first class mail. (2) If the LLC name in subdivision (a)(4) is different than the LLC name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to the articles of the LLC insofar as it pertains to the LLC's name.
(1) If the secretary of state determines that the application is accompanied by the confirmation of good standing and contains the 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 LLC in accordance with § 48-249-113(a) , except that the copy of the certificate may be sent by first class mail.
(2) If the LLC name in subdivision (a)(4) is different than the LLC name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to the articles of the LLC insofar as it pertains to the LLC's name.
(c) Relation back of reinstatement. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the LLC resumes carrying on its business as if the administrative dissolution had never occurred.
Acts 2005, ch. 286, § 1; 2010, ch. 741, §§ 39, 40; 2011, ch. 99, §§ 14-16.
Tenn. Code Ann. § 48-101-609 — TN Code / Title 48 / Chapter 101 / Section 48-101-609
Name
Status: in_force

(a) The name of a domestic professional corporation and of a foreign professional corporation authorized to transact business in this state, in addition to satisfying the requirements of chapter 14 (except for § 48-14-101(a)(1) ) and chapter 25 of this title: (1) Must contain the words "professional corporation," "professional association," or "service corporation" or the abbreviation "P.C.," "P.A.," or "S.C."; and (2) May not contain language stating or implying that it is incorporated for a purpose other than that authorized by § 48-101-605 and its charter. (b) Chapters 14 and 25 of this title do not prevent the use of a name otherwise prohibited by those sections if it is the personal name of a shareholder or former shareholder of the domestic or foreign professional corporation or the name of an individual who was associated with a predecessor of the corporation. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-609.
(a) The name of a domestic professional corporation and of a foreign professional corporation authorized to transact business in this state, in addition to satisfying the requirements of chapter 14 (except for § 48-14-101(a)(1) ) and chapter 25 of this title: (1) Must contain the words "professional corporation," "professional association," or "service corporation" or the abbreviation "P.C.," "P.A.," or "S.C."; and (2) May not contain language stating or implying that it is incorporated for a purpose other than that authorized by § 48-101-605 and its charter.
(1) Must contain the words "professional corporation," "professional association," or "service corporation" or the abbreviation "P.C.," "P.A.," or "S.C."; and
(2) May not contain language stating or implying that it is incorporated for a purpose other than that authorized by § 48-101-605 and its charter.
(b) Chapters 14 and 25 of this title do not prevent the use of a name otherwise prohibited by those sections if it is the personal name of a shareholder or former shareholder of the domestic or foreign professional corporation or the name of an individual who was associated with a predecessor of the corporation.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-609.