Tenn. Code Ann. § 48-249-704 — TN Code / Title 48 / Chapter 249 / Section 48-249-704
Conversion of LLC
Status: in_force

(a) General. Upon compliance with this section, a domestic LLC may convert to another entity, by filing with the secretary of state: (1) A certificate of conversion, pursuant to subsection (f); and (2) If the other entity into which the domestic LLC is to be converted is an entity formed under the laws of this state, the formational document, if any, required to be filed with the secretary of state by other laws of this state in connection with the formation of the other domestic entity, which formational document has been executed in accordance with the applicable law of this state with respect to such formational document. (b) Compliance with other applicable law. If the domestic LLC is to be converted into a foreign entity, the conversion shall be permitted under the laws of the jurisdiction of the foreign entity, and the foreign entity shall comply with such laws. If the domestic LLC is to be converted into a domestic entity, other than a domestic LLC, the conversion shall be permitted under the other laws of this state that apply to the domestic entity, and the domestic entity shall comply with such laws. Notwithstanding the absence of any express provision in the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, the Revised Uniform Partnership Act, compiled in title 61, chapter 1, or the Revised Uniform Limited Partnership Act, compiled in title 61, chapter 2, permitting or authorizing an LLC to convert to a corporation formed pursuant to the Tennessee Business Corporation Act, a partnership formed pursuant to the Revised Uniform Partnership Act, or a limited partnership formed pursuant to the Revised Uniform Limited Partnership Act, an LLC is authorized to convert to a corporation formed pursuant to the Business Corporation Act, a partnership formed pursuant to the Revised Uniform Partnership Act, or a limited partnership formed pursuant to the Revised Uniform Limited Partnership Act. (c) Approval. (1) The conversion of a domestic LLC to another entity shall be approved by: (A) A majority vote of the managers, if the LLC is a manager-managed LLC, or a majority vote of the directors, if the LLC is a director-managed LLC; and (B) A majority vote of the members, whether the LLC is a member-managed LLC, a manager-managed LLC or a director-managed LLC. (2) In the event a domestic LLC converts to a domestic or foreign partnership or to a domestic or foreign limited partnership, the conversion shall be subject to the approval of any member or holder of the domestic LLC who, at the effective date or time of the conversion, becomes a partner of the domestic or foreign partnership or a general partner of the domestic or foreign limited partnership, as applicable. (d) Winding up not required. The conversion of a domestic LLC to another entity, in accordance with this section, shall not require the domestic LLC to wind up its affairs under § 48-249-610 , or to pay its liabilities and distribute its assets under § 48-249-620 . (e) Exchange or conversion of interests. In connection with the conversion of a domestic LLC to another entity, in accordance with this section, rights or securities of or interests in the domestic LLC may be exchanged for, or converted into cash, property, rights or securities of or interests in, the other entity into which the domestic LLC is being converted, or, in addition to or in lieu of such exchange or conversion, may be exchanged for or converted into cash, property, rights or securities of or interests in another entity, or may be cancelled. (f) Contents of certificate of conversion. The certificate of conversion shall state the following: (1) The name of the domestic LLC, and, if it has been changed, the name under which its articles of organization were originally filed; (2) The date of filing of the original articles of organization of the domestic LLC with the secretary of state; (3) The name of the other entity into which the domestic LLC is to be converted, and the jurisdiction and type of entity of the other entity; (4) The future effective date or time of the conversion, if it is not to be effective upon the filing of the certificate of conversion; (5) That all required approvals of the conversion have been obtained by the domestic LLC; and (6) If the domestic LLC is converted to a foreign entity, a statement that the foreign entity agrees that it may be served with process in this state in any proceeding for the enforcement of any obligation of the domestic LLC arising prior to the date of the conversion, irrevocably appointing the secretary of state as its agent to accept service of process in any such proceeding, and specifying the address to which a copy of such process shall be mailed to it by the secretary of state. In the event of service under this subdivision (f)(6) upon the secretary of state, the procedures set forth in § 48-249-113 shall be applicable, except that the plaintiff in any such proceeding shall furnish the secretary of state with the address specified in the certificate of conversion provided for in this subdivision (f)(6), and any other address that the plaintiff may elect to furnish, together with copies of the process as required by the secretary of state, and the secretary of state shall notify the converted entity at all the addresses furnished by the plaintiff in accordance with the procedures set forth in § 48-249-113 . (g) Result of conversion. The conversion of a domestic LLC to another entity in accordance with this section, and the resulting cessation of its existence as a domestic LLC pursuant to a certificate of conversion, shall not be deemed to affect any debts, liabilities and obligations of the domestic LLC incurred prior to the conversion or the personal liability of any person incurred prior to the conversion, nor shall it be deemed to affect the law applicable to the domestic LLC with respect to matters arising prior to the conversion. (h) Effects of conversion. When any conversion of a domestic LLC to another entity has become effective under this section, for all purposes of the laws of this state: (1) The converted other entity shall be deemed to be the same entity as the domestic LLC; (2) All of the rights, privileges and powers of the domestic LLC and all property, real, personal and mixed, of and all debts due to the domestic LLC, as well as all other things and causes of action belonging to the domestic LLC, shall be and remain vested in the converted other entity, and shall be the property of the converted other entity; (3) The title to any real property vested by deed or otherwise in the domestic LLC shall not revert, or be in any way impaired, by reason of this section; (4) All rights of creditors, and all liens upon any property of the domestic LLC, shall be preserved unimpaired; (5) All debts, liabilities and obligations of the domestic LLC shall remain attached to the converted other entity, and may be enforced against it to the same extent as if the debts, liabilities and obligations had originally been incurred or contracted by it in its capacity as the converted other entity; (6) Any proceeding pending against the domestic LLC may be continued against the converted other entity as if the conversion had not occurred; and (7) The rights, privileges, powers and interests in property of the domestic LLC, as well as the debts, liabilities and obligations of the domestic LLC, shall not be deemed, as a consequence of the conversion, to have been transferred to the converted other entity for any purpose of the laws of this state. (i) Nonexclusivity. This section is nonexclusive. Any domestic LLC may be converted to another entity in any other manner provided by law. Acts 2005, ch. 286, § 1; 2006, ch. 620, §§ 43 - 45.
(a) General. Upon compliance with this section, a domestic LLC may convert to another entity, by filing with the secretary of state: (1) A certificate of conversion, pursuant to subsection (f); and (2) If the other entity into which the domestic LLC is to be converted is an entity formed under the laws of this state, the formational document, if any, required to be filed with the secretary of state by other laws of this state in connection with the formation of the other domestic entity, which formational document has been executed in accordance with the applicable law of this state with respect to such formational document.
(1) A certificate of conversion, pursuant to subsection (f); and
(2) If the other entity into which the domestic LLC is to be converted is an entity formed under the laws of this state, the formational document, if any, required to be filed with the secretary of state by other laws of this state in connection with the formation of the other domestic entity, which formational document has been executed in accordance with the applicable law of this state with respect to such formational document.
(b) Compliance with other applicable law. If the domestic LLC is to be converted into a foreign entity, the conversion shall be permitted under the laws of the jurisdiction of the foreign entity, and the foreign entity shall comply with such laws. If the domestic LLC is to be converted into a domestic entity, other than a domestic LLC, the conversion shall be permitted under the other laws of this state that apply to the domestic entity, and the domestic entity shall comply with such laws. Notwithstanding the absence of any express provision in the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, the Revised Uniform Partnership Act, compiled in title 61, chapter 1, or the Revised Uniform Limited Partnership Act, compiled in title 61, chapter 2, permitting or authorizing an LLC to convert to a corporation formed pursuant to the Tennessee Business Corporation Act, a partnership formed pursuant to the Revised Uniform Partnership Act, or a limited partnership formed pursuant to the Revised Uniform Limited Partnership Act, an LLC is authorized to convert to a corporation formed pursuant to the Business Corporation Act, a partnership formed pursuant to the Revised Uniform Partnership Act, or a limited partnership formed pursuant to the Revised Uniform Limited Partnership Act.
(c) Approval. (1) The conversion of a domestic LLC to another entity shall be approved by: (A) A majority vote of the managers, if the LLC is a manager-managed LLC, or a majority vote of the directors, if the LLC is a director-managed LLC; and (B) A majority vote of the members, whether the LLC is a member-managed LLC, a manager-managed LLC or a director-managed LLC. (2) In the event a domestic LLC converts to a domestic or foreign partnership or to a domestic or foreign limited partnership, the conversion shall be subject to the approval of any member or holder of the domestic LLC who, at the effective date or time of the conversion, becomes a partner of the domestic or foreign partnership or a general partner of the domestic or foreign limited partnership, as applicable.
(1) The conversion of a domestic LLC to another entity shall be approved by: (A) A majority vote of the managers, if the LLC is a manager-managed LLC, or a majority vote of the directors, if the LLC is a director-managed LLC; and (B) A majority vote of the members, whether the LLC is a member-managed LLC, a manager-managed LLC or a director-managed LLC.
(A) A majority vote of the managers, if the LLC is a manager-managed LLC, or a majority vote of the directors, if the LLC is a director-managed LLC; and
(B) A majority vote of the members, whether the LLC is a member-managed LLC, a manager-managed LLC or a director-managed LLC.
(2) In the event a domestic LLC converts to a domestic or foreign partnership or to a domestic or foreign limited partnership, the conversion shall be subject to the approval of any member or holder of the domestic LLC who, at the effective date or time of the conversion, becomes a partner of the domestic or foreign partnership or a general partner of the domestic or foreign limited partnership, as applicable.
(d) Winding up not required. The conversion of a domestic LLC to another entity, in accordance with this section, shall not require the domestic LLC to wind up its affairs under § 48-249-610 , or to pay its liabilities and distribute its assets under § 48-249-620 .
(e) Exchange or conversion of interests. In connection with the conversion of a domestic LLC to another entity, in accordance with this section, rights or securities of or interests in the domestic LLC may be exchanged for, or converted into cash, property, rights or securities of or interests in, the other entity into which the domestic LLC is being converted, or, in addition to or in lieu of such exchange or conversion, may be exchanged for or converted into cash, property, rights or securities of or interests in another entity, or may be cancelled.
(f) Contents of certificate of conversion. The certificate of conversion shall state the following: (1) The name of the domestic LLC, and, if it has been changed, the name under which its articles of organization were originally filed; (2) The date of filing of the original articles of organization of the domestic LLC with the secretary of state; (3) The name of the other entity into which the domestic LLC is to be converted, and the jurisdiction and type of entity of the other entity; (4) The future effective date or time of the conversion, if it is not to be effective upon the filing of the certificate of conversion; (5) That all required approvals of the conversion have been obtained by the domestic LLC; and (6) If the domestic LLC is converted to a foreign entity, a statement that the foreign entity agrees that it may be served with process in this state in any proceeding for the enforcement of any obligation of the domestic LLC arising prior to the date of the conversion, irrevocably appointing the secretary of state as its agent to accept service of process in any such proceeding, and specifying the address to which a copy of such process shall be mailed to it by the secretary of state. In the event of service under this subdivision (f)(6) upon the secretary of state, the procedures set forth in § 48-249-113 shall be applicable, except that the plaintiff in any such proceeding shall furnish the secretary of state with the address specified in the certificate of conversion provided for in this subdivision (f)(6), and any other address that the plaintiff may elect to furnish, together with copies of the process as required by the secretary of state, and the secretary of state shall notify the converted entity at all the addresses furnished by the plaintiff in accordance with the procedures set forth in § 48-249-113 .
(1) The name of the domestic LLC, and, if it has been changed, the name under which its articles of organization were originally filed;
(2) The date of filing of the original articles of organization of the domestic LLC with the secretary of state;
(3) The name of the other entity into which the domestic LLC is to be converted, and the jurisdiction and type of entity of the other entity;
(4) The future effective date or time of the conversion, if it is not to be effective upon the filing of the certificate of conversion;
(5) That all required approvals of the conversion have been obtained by the domestic LLC; and
(6) If the domestic LLC is converted to a foreign entity, a statement that the foreign entity agrees that it may be served with process in this state in any proceeding for the enforcement of any obligation of the domestic LLC arising prior to the date of the conversion, irrevocably appointing the secretary of state as its agent to accept service of process in any such proceeding, and specifying the address to which a copy of such process shall be mailed to it by the secretary of state. In the event of service under this subdivision (f)(6) upon the secretary of state, the procedures set forth in § 48-249-113 shall be applicable, except that the plaintiff in any such proceeding shall furnish the secretary of state with the address specified in the certificate of conversion provided for in this subdivision (f)(6), and any other address that the plaintiff may elect to furnish, together with copies of the process as required by the secretary of state, and the secretary of state shall notify the converted entity at all the addresses furnished by the plaintiff in accordance with the procedures set forth in § 48-249-113 .
(g) Result of conversion. The conversion of a domestic LLC to another entity in accordance with this section, and the resulting cessation of its existence as a domestic LLC pursuant to a certificate of conversion, shall not be deemed to affect any debts, liabilities and obligations of the domestic LLC incurred prior to the conversion or the personal liability of any person incurred prior to the conversion, nor shall it be deemed to affect the law applicable to the domestic LLC with respect to matters arising prior to the conversion.
(h) Effects of conversion. When any conversion of a domestic LLC to another entity has become effective under this section, for all purposes of the laws of this state: (1) The converted other entity shall be deemed to be the same entity as the domestic LLC; (2) All of the rights, privileges and powers of the domestic LLC and all property, real, personal and mixed, of and all debts due to the domestic LLC, as well as all other things and causes of action belonging to the domestic LLC, shall be and remain vested in the converted other entity, and shall be the property of the converted other entity; (3) The title to any real property vested by deed or otherwise in the domestic LLC shall not revert, or be in any way impaired, by reason of this section; (4) All rights of creditors, and all liens upon any property of the domestic LLC, shall be preserved unimpaired; (5) All debts, liabilities and obligations of the domestic LLC shall remain attached to the converted other entity, and may be enforced against it to the same extent as if the debts, liabilities and obligations had originally been incurred or contracted by it in its capacity as the converted other entity; (6) Any proceeding pending against the domestic LLC may be continued against the converted other entity as if the conversion had not occurred; and (7) The rights, privileges, powers and interests in property of the domestic LLC, as well as the debts, liabilities and obligations of the domestic LLC, shall not be deemed, as a consequence of the conversion, to have been transferred to the converted other entity for any purpose of the laws of this state.
(1) The converted other entity shall be deemed to be the same entity as the domestic LLC;
(2) All of the rights, privileges and powers of the domestic LLC and all property, real, personal and mixed, of and all debts due to the domestic LLC, as well as all other things and causes of action belonging to the domestic LLC, shall be and remain vested in the converted other entity, and shall be the property of the converted other entity;
(3) The title to any real property vested by deed or otherwise in the domestic LLC shall not revert, or be in any way impaired, by reason of this section;
(4) All rights of creditors, and all liens upon any property of the domestic LLC, shall be preserved unimpaired;
(5) All debts, liabilities and obligations of the domestic LLC shall remain attached to the converted other entity, and may be enforced against it to the same extent as if the debts, liabilities and obligations had originally been incurred or contracted by it in its capacity as the converted other entity;
(6) Any proceeding pending against the domestic LLC may be continued against the converted other entity as if the conversion had not occurred; and
(7) The rights, privileges, powers and interests in property of the domestic LLC, as well as the debts, liabilities and obligations of the domestic LLC, shall not be deemed, as a consequence of the conversion, to have been transferred to the converted other entity for any purpose of the laws of this state.
(i) Nonexclusivity. This section is nonexclusive. Any domestic LLC may be converted to another entity in any other manner provided by law.
Acts 2005, ch. 286, § 1; 2006, ch. 620, §§ 43 - 45.
Tenn. Code Ann. § 48-245-601 — TN Code / Title 48 / Chapter 245 / Section 48-245-601
Revocation of dissolution
Status: in_force

(a) Generally. In the case of dissolution by the members as provided in § 48-245-101(a)(2) , an LLC may revoke its dissolution at any time prior to the filing of the articles of termination with the secretary of state, except as provided in subsection (d). (b) Approval. Revocation of dissolution shall be authorized by the same vote of the members required to approve the dissolution, unless the authorization for dissolution permitted revocation by action by the board of governors alone, in which event the board of governors may revoke the dissolution without member action. (c) Articles of Revocation of Dissolution. After the revocation of dissolution is authorized, the LLC may revoke the dissolution by delivering to the office of the secretary of state for filing articles of revocation of dissolution that set forth: (1) The name of the LLC; (2) The effective date of the dissolution that was revoked; (3) The date that the revocation of dissolution was authorized; (4) If the LLC's governors of a board-managed LLC revoked a dissolution authorized by the members, a statement that revocation was permitted by action by the board of governors alone pursuant to that authorization; and (5) If member action was required to revoke the dissolution, a statement that the resolution was duly adopted by the members and a copy of the resolution or the written consent authorizing the revocation of dissolution. (d) Restrictions on Revocation. If a dissolved LLC is being wound up and terminated by being merged into a successor organization under § 48-245-501(a) , and the plan of merger has been approved under § 48-244-102(a) , then the dissolution may be revoked under this section only after the plan of merger has been properly abandoned under § 48-244-101(b) . Acts 1994, ch. 868, § 1.
(a) Generally. In the case of dissolution by the members as provided in § 48-245-101(a)(2) , an LLC may revoke its dissolution at any time prior to the filing of the articles of termination with the secretary of state, except as provided in subsection (d).
(b) Approval. Revocation of dissolution shall be authorized by the same vote of the members required to approve the dissolution, unless the authorization for dissolution permitted revocation by action by the board of governors alone, in which event the board of governors may revoke the dissolution without member action.
(c) Articles of Revocation of Dissolution. After the revocation of dissolution is authorized, the LLC may revoke the dissolution by delivering to the office of the secretary of state for filing articles of revocation of dissolution that set forth: (1) The name of the LLC; (2) The effective date of the dissolution that was revoked; (3) The date that the revocation of dissolution was authorized; (4) If the LLC's governors of a board-managed LLC revoked a dissolution authorized by the members, a statement that revocation was permitted by action by the board of governors alone pursuant to that authorization; and (5) If member action was required to revoke the dissolution, a statement that the resolution was duly adopted by the members and a copy of the resolution or the written consent authorizing the revocation of dissolution.
(1) The name of the LLC;
(2) The effective date of the dissolution that was revoked;
(3) The date that the revocation of dissolution was authorized;
(4) If the LLC's governors of a board-managed LLC revoked a dissolution authorized by the members, a statement that revocation was permitted by action by the board of governors alone pursuant to that authorization; and
(5) If member action was required to revoke the dissolution, a statement that the resolution was duly adopted by the members and a copy of the resolution or the written consent authorizing the revocation of dissolution.
(d) Restrictions on Revocation. If a dissolved LLC is being wound up and terminated by being merged into a successor organization under § 48-245-501(a) , and the plan of merger has been approved under § 48-244-102(a) , then the dissolution may be revoked under this section only after the plan of merger has been properly abandoned under § 48-244-101(b) .
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-17-204 — TN Code / Title 48 / Chapter 17 / Section 48-17-204
Shares held by nominees
Status: in_force

(a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure. (b) The procedure may set forth: (1) The types of nominees to which it applies; (2) The rights or privileges that the corporation recognizes in a beneficial owner; (3) The manner in which the procedure is selected by the nominee; (4) The information that must be provided when the procedure is selected; (5) The period for which selection of the procedure is effective; and (6) Other aspects of the rights and duties created. Acts 1986, ch. 887, § 7.23.
(a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.
(b) The procedure may set forth: (1) The types of nominees to which it applies; (2) The rights or privileges that the corporation recognizes in a beneficial owner; (3) The manner in which the procedure is selected by the nominee; (4) The information that must be provided when the procedure is selected; (5) The period for which selection of the procedure is effective; and (6) Other aspects of the rights and duties created.
(1) The types of nominees to which it applies;
(2) The rights or privileges that the corporation recognizes in a beneficial owner;
(3) The manner in which the procedure is selected by the nominee;
(4) The information that must be provided when the procedure is selected;
(5) The period for which selection of the procedure is effective; and
(6) Other aspects of the rights and duties created.
Acts 1986, ch. 887, § 7.23.
Tenn. Code Ann. § 48-101-502 — TN Code / Title 48 / Chapter 101 / Section 48-101-502
Exemptions
Status: in_force

(a) The registration requirements of this part do not apply to: (1) Bona fide religious institutions, educational institutions, or cooperative scholarship corporations regulated by title 49, chapter 4, part 1; (2) (A) A charitable organization that does not raise or receive contributions from the public in excess of fifty thousand dollars ($50,000) during a fiscal year; provided, that if the contributions raised from the public by a charitable organization during a fiscal year exceed fifty thousand dollars ($50,000), the charitable organization, within thirty (30) days after the date it receives total contributions exceeding fifty thousand dollars ($50,000), shall register with, and report to, the secretary of state as required by this part; (B) Notwithstanding subdivision (a)(2)(A), a charitable organization shall file registration statements with the secretary of state pursuant to this part if a portion of their fundraising activities are conducted by professional solicitors, professional fundraising counsel, or commercial coventurers; (3) Volunteer fire departments, rescue squads or local civil defense organizations; (4) Community fairs, county fairs, district fairs and division fairs, as defined in § 43-21-104 , that have been qualified by the commissioner of agriculture to receive state aid grants, pursuant to title 43, chapter 21, part 1; (5) Political parties, candidates for federal or state office, and political action committees required to file financial information with federal or state election commissions; (6) Hospitals and nursing homes that are subject to regulation by the Tennessee department of health; and (7) Any corporation established by an act of congress of the United States that is required by federal law to submit annual reports of its activities to congress containing itemized accounts of all receipts and expenditures after being fully audited by the department of defense. (b) "Educational institution", for the purposes of this section, means an organization organized and operated exclusively for educational purposes and which normally maintains a regular faculty and curriculum and normally has a regularly enrolled body of pupils or students in attendance at the place where its educational activities are regularly carried on, and which is accredited by a recognized accrediting agency or has been approved to operate by a local board of education, the achievement school district, or the state board of education. Included in such definition are organizations composed of parents of students and other persons connected with the institution, which are organized and operated for the purpose of conducting activities in support of the operations or extracurricular activities of such institutions. "Educational institution" also includes private foundations soliciting contributions exclusively for such organizations. (c) [Deleted by 2024 amendment.] (d) (1) Any charitable organization that claims to be exempt from the registration provisions pursuant to subdivision (a)(2) and that intends to or does solicit charitable contributions shall submit, to the secretary of state, a statement of the name, address and purpose of the organization and a statement setting forth the reason for the claim for exemption. This statement shall be on a form prescribed by the secretary of state and shall be sworn to or affirmed by the principal officer of the charitable organization. No registration fee shall be required of any exempt charitable organization. (2) Each organization claiming to be exempt pursuant to subdivision (a)(2) shall file annually the form required by this part with the secretary of state within six (6) months of the close of its fiscal year. An organization that fails to file the form required by this part may be subject to the imposition of civil penalties pursuant to § 48-101-514 for a violation of this section. (e) Exemption from the registration requirements of this part shall not limit the applicability of other provisions of this part to a charitable organization. Amended by 2024 Tenn. Acts, ch. 533,s 8, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 7, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 6, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2019 Tenn. Acts, ch. 132, s 1, eff. 7/1/2019. Amended by 2016 Tenn. Acts, ch. 928, s 1, eff. 7/1/2016. Amended by 2014 Tenn. Acts, ch. 630, s 1, eff. 7/1/2014. Acts 1976, ch. 735, § 2; 1983, ch. 363, § 1; 1984, ch. 827, § 1; T.C.A., § 48-2202; Acts 1991, ch. 110, § 1; 1994, ch. 667, §§ 6-11; T.C.A., § 48-3-502; Acts 1996, ch. 907, §§ 4, 5; 2005, ch. 457, § 1; 2007 , ch. 523, §§ 6-10; 2009 , ch. 253, § 1; 2011 , ch. 232, §§ 2, 3.
(a) The registration requirements of this part do not apply to: (1) Bona fide religious institutions, educational institutions, or cooperative scholarship corporations regulated by title 49, chapter 4, part 1; (2) (A) A charitable organization that does not raise or receive contributions from the public in excess of fifty thousand dollars ($50,000) during a fiscal year; provided, that if the contributions raised from the public by a charitable organization during a fiscal year exceed fifty thousand dollars ($50,000), the charitable organization, within thirty (30) days after the date it receives total contributions exceeding fifty thousand dollars ($50,000), shall register with, and report to, the secretary of state as required by this part; (B) Notwithstanding subdivision (a)(2)(A), a charitable organization shall file registration statements with the secretary of state pursuant to this part if a portion of their fundraising activities are conducted by professional solicitors, professional fundraising counsel, or commercial coventurers; (3) Volunteer fire departments, rescue squads or local civil defense organizations; (4) Community fairs, county fairs, district fairs and division fairs, as defined in § 43-21-104 , that have been qualified by the commissioner of agriculture to receive state aid grants, pursuant to title 43, chapter 21, part 1; (5) Political parties, candidates for federal or state office, and political action committees required to file financial information with federal or state election commissions; (6) Hospitals and nursing homes that are subject to regulation by the Tennessee department of health; and (7) Any corporation established by an act of congress of the United States that is required by federal law to submit annual reports of its activities to congress containing itemized accounts of all receipts and expenditures after being fully audited by the department of defense.
(1) Bona fide religious institutions, educational institutions, or cooperative scholarship corporations regulated by title 49, chapter 4, part 1;
(2) (A) A charitable organization that does not raise or receive contributions from the public in excess of fifty thousand dollars ($50,000) during a fiscal year; provided, that if the contributions raised from the public by a charitable organization during a fiscal year exceed fifty thousand dollars ($50,000), the charitable organization, within thirty (30) days after the date it receives total contributions exceeding fifty thousand dollars ($50,000), shall register with, and report to, the secretary of state as required by this part; (B) Notwithstanding subdivision (a)(2)(A), a charitable organization shall file registration statements with the secretary of state pursuant to this part if a portion of their fundraising activities are conducted by professional solicitors, professional fundraising counsel, or commercial coventurers;
(A) A charitable organization that does not raise or receive contributions from the public in excess of fifty thousand dollars ($50,000) during a fiscal year; provided, that if the contributions raised from the public by a charitable organization during a fiscal year exceed fifty thousand dollars ($50,000), the charitable organization, within thirty (30) days after the date it receives total contributions exceeding fifty thousand dollars ($50,000), shall register with, and report to, the secretary of state as required by this part;
(B) Notwithstanding subdivision (a)(2)(A), a charitable organization shall file registration statements with the secretary of state pursuant to this part if a portion of their fundraising activities are conducted by professional solicitors, professional fundraising counsel, or commercial coventurers;
(3) Volunteer fire departments, rescue squads or local civil defense organizations;
(4) Community fairs, county fairs, district fairs and division fairs, as defined in § 43-21-104 , that have been qualified by the commissioner of agriculture to receive state aid grants, pursuant to title 43, chapter 21, part 1;
(5) Political parties, candidates for federal or state office, and political action committees required to file financial information with federal or state election commissions;
(6) Hospitals and nursing homes that are subject to regulation by the Tennessee department of health; and
(7) Any corporation established by an act of congress of the United States that is required by federal law to submit annual reports of its activities to congress containing itemized accounts of all receipts and expenditures after being fully audited by the department of defense.
(b) "Educational institution", for the purposes of this section, means an organization organized and operated exclusively for educational purposes and which normally maintains a regular faculty and curriculum and normally has a regularly enrolled body of pupils or students in attendance at the place where its educational activities are regularly carried on, and which is accredited by a recognized accrediting agency or has been approved to operate by a local board of education, the achievement school district, or the state board of education. Included in such definition are organizations composed of parents of students and other persons connected with the institution, which are organized and operated for the purpose of conducting activities in support of the operations or extracurricular activities of such institutions. "Educational institution" also includes private foundations soliciting contributions exclusively for such organizations.
(c) [Deleted by 2024 amendment.]
(d) (1) Any charitable organization that claims to be exempt from the registration provisions pursuant to subdivision (a)(2) and that intends to or does solicit charitable contributions shall submit, to the secretary of state, a statement of the name, address and purpose of the organization and a statement setting forth the reason for the claim for exemption. This statement shall be on a form prescribed by the secretary of state and shall be sworn to or affirmed by the principal officer of the charitable organization. No registration fee shall be required of any exempt charitable organization. (2) Each organization claiming to be exempt pursuant to subdivision (a)(2) shall file annually the form required by this part with the secretary of state within six (6) months of the close of its fiscal year. An organization that fails to file the form required by this part may be subject to the imposition of civil penalties pursuant to § 48-101-514 for a violation of this section.
(1) Any charitable organization that claims to be exempt from the registration provisions pursuant to subdivision (a)(2) and that intends to or does solicit charitable contributions shall submit, to the secretary of state, a statement of the name, address and purpose of the organization and a statement setting forth the reason for the claim for exemption. This statement shall be on a form prescribed by the secretary of state and shall be sworn to or affirmed by the principal officer of the charitable organization. No registration fee shall be required of any exempt charitable organization.
(2) Each organization claiming to be exempt pursuant to subdivision (a)(2) shall file annually the form required by this part with the secretary of state within six (6) months of the close of its fiscal year. An organization that fails to file the form required by this part may be subject to the imposition of civil penalties pursuant to § 48-101-514 for a violation of this section.
(e) Exemption from the registration requirements of this part shall not limit the applicability of other provisions of this part to a charitable organization.
Amended by 2024 Tenn. Acts, ch. 533,s 8, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 7, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 6, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2019 Tenn. Acts, ch. 132, s 1, eff. 7/1/2019.
Amended by 2016 Tenn. Acts, ch. 928, s 1, eff. 7/1/2016.
Amended by 2014 Tenn. Acts, ch. 630, s 1, eff. 7/1/2014.
Acts 1976, ch. 735, § 2; 1983, ch. 363, § 1; 1984, ch. 827, § 1; T.C.A., § 48-2202; Acts 1991, ch. 110, § 1; 1994, ch. 667, §§ 6-11; T.C.A., § 48-3-502; Acts 1996, ch. 907, §§ 4, 5; 2005, ch. 457, § 1; 2007 , ch. 523, §§ 6-10; 2009 , ch. 253, § 1; 2011 , ch. 232, §§ 2, 3.
Tenn. Code Ann. § 48-26-102 — TN Code / Title 48 / Chapter 26 / Section 48-26-102
Inspection of records by shareholders
Status: in_force

(a) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in § 48-26-101(e) , if the shareholder gives the corporation written notice of the shareholder's demand at least five (5) business days before the date on which the shareholder wishes to inspect and copy. (b) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation, if the shareholder meets the requirements of subsection (c) and gives the corporation written notice of the shareholder's demand at least five (5) business days before the date on which the shareholder wishes to inspect and copy: (1) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection (a); (2) Accounting records of the corporation; and (3) The record of shareholders. (c) A shareholder may inspect and copy the records described in subsection (b) only if: (1) The shareholder's demand is made in good faith and for a proper purpose; (2) The shareholder describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect; and (3) The records are directly connected with the shareholder's purpose. (d) The right of inspection granted by this section may not be abolished or limited by a corporation's charter or bylaws. (e) This section does not affect: (1) The right of a shareholder to inspect records under § 48-17-201 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or (2) The power of a court, independently of chapters 11-27 of this title, to compel the production of corporate records for examination. (f) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on the shareholder's behalf. Acts 1986, ch. 887, § 16.02; 2012, ch. 1051, § 55.
(a) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in § 48-26-101(e) , if the shareholder gives the corporation written notice of the shareholder's demand at least five (5) business days before the date on which the shareholder wishes to inspect and copy.
(b) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation, if the shareholder meets the requirements of subsection (c) and gives the corporation written notice of the shareholder's demand at least five (5) business days before the date on which the shareholder wishes to inspect and copy: (1) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection (a); (2) Accounting records of the corporation; and (3) The record of shareholders.
(1) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection (a);
(2) Accounting records of the corporation; and
(3) The record of shareholders.
(c) A shareholder may inspect and copy the records described in subsection (b) only if: (1) The shareholder's demand is made in good faith and for a proper purpose; (2) The shareholder describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect; and (3) The records are directly connected with the shareholder's purpose.
(1) The shareholder's demand is made in good faith and for a proper purpose;
(2) The shareholder describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect; and
(3) The records are directly connected with the shareholder's purpose.
(d) The right of inspection granted by this section may not be abolished or limited by a corporation's charter or bylaws.
(e) This section does not affect: (1) The right of a shareholder to inspect records under § 48-17-201 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or (2) The power of a court, independently of chapters 11-27 of this title, to compel the production of corporate records for examination.
(1) The right of a shareholder to inspect records under § 48-17-201 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or
(2) The power of a court, independently of chapters 11-27 of this title, to compel the production of corporate records for examination.
(f) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on the shareholder's behalf.
Acts 1986, ch. 887, § 16.02; 2012, ch. 1051, § 55.
Tenn. Code Ann. § 48-249-1103 — TN Code / Title 48 / Chapter 249 / Section 48-249-1103
Formation and election
Status: in_force

(a) Formation. One (1) or more persons may, acting as organizers, form a PLLC, by filing articles of organization with the secretary of state, that comply with the applicable provisions of this chapter, including § 48-249-1108 , and that also state that: (1) It is a PLLC; (2) Its purpose is to render specified professional services; and (3) The PLLC has one (1) or more qualified persons as members and no disqualified persons as members or holders. (b) Election. An LLC may elect professional LLC status by amending its articles to comply with subsection (a). Acts 2005, ch. 286, § 1.
(a) Formation. One (1) or more persons may, acting as organizers, form a PLLC, by filing articles of organization with the secretary of state, that comply with the applicable provisions of this chapter, including § 48-249-1108 , and that also state that: (1) It is a PLLC; (2) Its purpose is to render specified professional services; and (3) The PLLC has one (1) or more qualified persons as members and no disqualified persons as members or holders.
(1) It is a PLLC;
(2) Its purpose is to render specified professional services; and
(3) The PLLC has one (1) or more qualified persons as members and no disqualified persons as members or holders.
(b) Election. An LLC may elect professional LLC status by amending its articles to comply with subsection (a).
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1004 — TN Code / Title 48 / Chapter 249 / Section 48-249-1004
Governing law
Status: in_force

(a) Liability of members and others. The liability of a member, holder of financial rights, director, manager, officer, employee, or agent of an LLC formed and existing under this chapter shall at all times be governed by this chapter and the laws of this state. (b) Conflict with other law. If a conflict arises between the laws of this state and the laws of any other jurisdiction, with regard to the liability of a member, holder of financial rights, director, manager, officer, employee or agent of an LLC for the debts, obligations and liabilities of the LLC, or for the acts or omissions of another member, holder of financial rights, director, manager, officer, employee or agent of the LLC, this chapter and the laws of this state shall govern in determining such liability. Acts 2005, ch. 286, § 1.
(a) Liability of members and others. The liability of a member, holder of financial rights, director, manager, officer, employee, or agent of an LLC formed and existing under this chapter shall at all times be governed by this chapter and the laws of this state.
(b) Conflict with other law. If a conflict arises between the laws of this state and the laws of any other jurisdiction, with regard to the liability of a member, holder of financial rights, director, manager, officer, employee or agent of an LLC for the debts, obligations and liabilities of the LLC, or for the acts or omissions of another member, holder of financial rights, director, manager, officer, employee or agent of the LLC, this chapter and the laws of this state shall govern in determining such liability.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-57-109 — TN Code / Title 48 / Chapter 57 / Section 48-57-109
Participation of member or proxyholder in meeting by means of remote communication
Status: in_force

(a) Unless the charter or bylaws provide otherwise, and subject to guidelines and procedures as the corporation may adopt, a corporation may permit one (1) or more members or proxyholders to participate in a regular or a special meeting by, and the corporation may conduct the meeting through the use of, any means of remote communication if: (1) The corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a member entitled to vote or proxyholder of a member entitled to vote; (2) The corporation implements reasonable measures to provide members and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and (3) The corporation maintains a record of each vote or other action taken by a member or proxyholder that is taken by means of remote communication. (b) A member or proxyholder who participates in a meeting by the means described in this section, whether the meeting is to be held at a designated place or solely by means of remote communication, is deemed to be present in person at the meeting. Added by 2022 Tenn. Acts, ch. 704,s 1, eff. 7/1/2022.
(a) Unless the charter or bylaws provide otherwise, and subject to guidelines and procedures as the corporation may adopt, a corporation may permit one (1) or more members or proxyholders to participate in a regular or a special meeting by, and the corporation may conduct the meeting through the use of, any means of remote communication if: (1) The corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a member entitled to vote or proxyholder of a member entitled to vote; (2) The corporation implements reasonable measures to provide members and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and (3) The corporation maintains a record of each vote or other action taken by a member or proxyholder that is taken by means of remote communication.
(1) The corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a member entitled to vote or proxyholder of a member entitled to vote;
(2) The corporation implements reasonable measures to provide members and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and
(3) The corporation maintains a record of each vote or other action taken by a member or proxyholder that is taken by means of remote communication.
(b) A member or proxyholder who participates in a meeting by the means described in this section, whether the meeting is to be held at a designated place or solely by means of remote communication, is deemed to be present in person at the meeting.
Added by 2022 Tenn. Acts, ch. 704,s 1, eff. 7/1/2022.
Tenn. Code Ann. § 48-250-115 — TN Code / Title 48 / Chapter 250 / Section 48-250-115
Foreign decentralized organization
Status: in_force

The secretary of state shall not issue a certificate of authority for a decentralized organization based outside of the United States or its territories. Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
The secretary of state shall not issue a certificate of authority for a decentralized organization based outside of the United States or its territories.
Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.
Tenn. Code Ann. § 48-246-301 — TN Code / Title 48 / Chapter 246 / Section 48-246-301
Application for certificate of authority
Status: in_force

(a) Before doing business in this state, a foreign LLC shall obtain a certificate of authority. An applicant for the certificate shall file with the office of the secretary of state an original copy of the application executed by the foreign LLC and setting forth: (1) The name of the foreign LLC; (2) The jurisdiction and date of its organization; (3) The street address, including zip code, of its registered office in this state and the name of its registered agent at that office; (4) The street address, including zip code, of the office required to be maintained in the jurisdiction of its organization by the laws of that jurisdiction or, if not so required, of the principal executive office of the foreign LLC or its equivalent; and (5) The number of members of the LLC at the date of filing the application for the certificate of authority. (b) The foreign LLC shall deliver with the completed application a certificate of existence (or document of similar import) duly authenticated by the secretary of state or other official having custody of LLC records in the jurisdiction of its organization. The certificate shall not bear a date of more than two (2) months prior to the date the application is filed in this state. Acts 1994, ch. 868, § 1.
(a) Before doing business in this state, a foreign LLC shall obtain a certificate of authority. An applicant for the certificate shall file with the office of the secretary of state an original copy of the application executed by the foreign LLC and setting forth: (1) The name of the foreign LLC; (2) The jurisdiction and date of its organization; (3) The street address, including zip code, of its registered office in this state and the name of its registered agent at that office; (4) The street address, including zip code, of the office required to be maintained in the jurisdiction of its organization by the laws of that jurisdiction or, if not so required, of the principal executive office of the foreign LLC or its equivalent; and (5) The number of members of the LLC at the date of filing the application for the certificate of authority.
(1) The name of the foreign LLC;
(2) The jurisdiction and date of its organization;
(3) The street address, including zip code, of its registered office in this state and the name of its registered agent at that office;
(4) The street address, including zip code, of the office required to be maintained in the jurisdiction of its organization by the laws of that jurisdiction or, if not so required, of the principal executive office of the foreign LLC or its equivalent; and
(5) The number of members of the LLC at the date of filing the application for the certificate of authority.
(b) The foreign LLC shall deliver with the completed application a certificate of existence (or document of similar import) duly authenticated by the secretary of state or other official having custody of LLC records in the jurisdiction of its organization. The certificate shall not bear a date of more than two (2) months prior to the date the application is filed in this state.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-61-102 — TN Code / Title 48 / Chapter 61 / Section 48-61-102
Permitted mergers - Plan of Merger
Status: in_force

(a) Subject to the limitations on public benefit corporations in § 48-61-122 , one (1) or more domestic nonprofit corporations may merge with one (1) or more domestic or foreign nonprofit corporations or eligible entities pursuant to a plan of merger, or two (2) or more foreign nonprofit corporations or domestic or foreign eligible entities may merge into a new domestic nonprofit corporation to be created in the merger in the manner provided in this chapter. The merger shall result in a single survivor. (b) A foreign nonprofit corporation, or a foreign eligible entity, may be a party to a merger with a domestic nonprofit corporation, or may be created by the terms of the plan of merger, only if the merger is permitted by the organic law of the foreign nonprofit corporation or eligible entity. If the organic law of a domestic eligible entity does not prohibit a merger with a domestic nonprofit corporation but does not provide procedures for the approval of a merger, a plan of merger may be adopted and approved, and the merger effectuated, in accordance with the procedures in this chapter. For the purposes of applying this chapter: (1) The eligible entity, its members or interest holders, eligible interests, and organic documents, taken together shall be deemed to be a domestic nonprofit corporation, members, memberships, charter and bylaws, respectively and vice versa, as the context may require; and (2) If the business and affairs of the eligible entity are managed by a group of persons that is not identical to the members or interest holders, that group shall be deemed to be the board of directors. (c) The plan of merger must be in the form of an organic document and set forth: (1) The name of each domestic or foreign nonprofit corporation or eligible entity planning to merge and the name of each domestic or foreign nonprofit corporation or eligible entity that shall survive the merger; (2) The terms and conditions of the merger; (3) The manner and basis of converting the memberships of each merging domestic or foreign nonprofit corporation and eligible interests of each merging domestic or foreign eligible entity into memberships or other securities, eligible interests, obligations, rights to acquire memberships, other securities or eligible interests, cash, other property, or any combination of the foregoing; (4) The charter of any domestic or foreign business corporation or nonprofit corporation, or the organic documents of any domestic or foreign unincorporated entity, to be created by the merger, or if a new domestic or foreign nonprofit corporation or unincorporated entity is not to be created by the merger, any amendments to the survivor's charter and bylaws or organic documents; and (5) Any other provision required or permitted by the organic law under which any party to the merger is organized or by which it is governed, or by the charter or organic documents of any such party. (d) The plan of merger may set forth any other provisions relating to the merger. (e) Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with § 48-51-301(j) . (f) The plan of merger may also include a provision that the plan may be amended prior to filing articles of merger, but if the members of a domestic nonprofit corporation that is a party to the merger are required or permitted to vote on the plan, the plan must provide that subsequent to approval of the plan by such members the plan may not be amended to change the following: (1) The amount or kind of memberships or other securities, eligible interests, obligations, rights to acquire memberships, other securities, or eligible interests, cash, or other property to be received under the plan by the members of or owners of eligible interests in any party to the merger; (2) The charter of any corporation, or the organic documents of any unincorporated entity, that will survive or be created as a result of the merger, except for changes permitted by § 48-60-102 or by comparable provisions of the organic laws of any such foreign corporation or domestic or foreign unincorporated entity; or (3) Any of the other terms or conditions of the plan if the change would adversely affect such members in any material respect. (g) Property held in trust or for charitable purposes under the laws of this state by a domestic or foreign eligible entity shall not be diverted by a merger from the objects for which it was donated, granted, or devised, unless and until the eligible entity obtains a court order specifying the disposition of the property to the extent required by and pursuant to § 35-15-413 or enters into a nonjudicial settlement agreement pursuant to § 35-15-111 . Amended by 2014 Tenn. Acts, ch. 899,s 66, eff. 1/1/2015. Acts 1987, ch. 242, § 11.02.
(a) Subject to the limitations on public benefit corporations in § 48-61-122 , one (1) or more domestic nonprofit corporations may merge with one (1) or more domestic or foreign nonprofit corporations or eligible entities pursuant to a plan of merger, or two (2) or more foreign nonprofit corporations or domestic or foreign eligible entities may merge into a new domestic nonprofit corporation to be created in the merger in the manner provided in this chapter. The merger shall result in a single survivor.
(b) A foreign nonprofit corporation, or a foreign eligible entity, may be a party to a merger with a domestic nonprofit corporation, or may be created by the terms of the plan of merger, only if the merger is permitted by the organic law of the foreign nonprofit corporation or eligible entity. If the organic law of a domestic eligible entity does not prohibit a merger with a domestic nonprofit corporation but does not provide procedures for the approval of a merger, a plan of merger may be adopted and approved, and the merger effectuated, in accordance with the procedures in this chapter. For the purposes of applying this chapter: (1) The eligible entity, its members or interest holders, eligible interests, and organic documents, taken together shall be deemed to be a domestic nonprofit corporation, members, memberships, charter and bylaws, respectively and vice versa, as the context may require; and (2) If the business and affairs of the eligible entity are managed by a group of persons that is not identical to the members or interest holders, that group shall be deemed to be the board of directors.
(1) The eligible entity, its members or interest holders, eligible interests, and organic documents, taken together shall be deemed to be a domestic nonprofit corporation, members, memberships, charter and bylaws, respectively and vice versa, as the context may require; and
(2) If the business and affairs of the eligible entity are managed by a group of persons that is not identical to the members or interest holders, that group shall be deemed to be the board of directors.
(c) The plan of merger must be in the form of an organic document and set forth: (1) The name of each domestic or foreign nonprofit corporation or eligible entity planning to merge and the name of each domestic or foreign nonprofit corporation or eligible entity that shall survive the merger; (2) The terms and conditions of the merger; (3) The manner and basis of converting the memberships of each merging domestic or foreign nonprofit corporation and eligible interests of each merging domestic or foreign eligible entity into memberships or other securities, eligible interests, obligations, rights to acquire memberships, other securities or eligible interests, cash, other property, or any combination of the foregoing; (4) The charter of any domestic or foreign business corporation or nonprofit corporation, or the organic documents of any domestic or foreign unincorporated entity, to be created by the merger, or if a new domestic or foreign nonprofit corporation or unincorporated entity is not to be created by the merger, any amendments to the survivor's charter and bylaws or organic documents; and (5) Any other provision required or permitted by the organic law under which any party to the merger is organized or by which it is governed, or by the charter or organic documents of any such party.
(1) The name of each domestic or foreign nonprofit corporation or eligible entity planning to merge and the name of each domestic or foreign nonprofit corporation or eligible entity that shall survive the merger;
(2) The terms and conditions of the merger;
(3) The manner and basis of converting the memberships of each merging domestic or foreign nonprofit corporation and eligible interests of each merging domestic or foreign eligible entity into memberships or other securities, eligible interests, obligations, rights to acquire memberships, other securities or eligible interests, cash, other property, or any combination of the foregoing;
(4) The charter of any domestic or foreign business corporation or nonprofit corporation, or the organic documents of any domestic or foreign unincorporated entity, to be created by the merger, or if a new domestic or foreign nonprofit corporation or unincorporated entity is not to be created by the merger, any amendments to the survivor's charter and bylaws or organic documents; and
(5) Any other provision required or permitted by the organic law under which any party to the merger is organized or by which it is governed, or by the charter or organic documents of any such party.
(d) The plan of merger may set forth any other provisions relating to the merger.
(e) Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with § 48-51-301(j) .
(f) The plan of merger may also include a provision that the plan may be amended prior to filing articles of merger, but if the members of a domestic nonprofit corporation that is a party to the merger are required or permitted to vote on the plan, the plan must provide that subsequent to approval of the plan by such members the plan may not be amended to change the following: (1) The amount or kind of memberships or other securities, eligible interests, obligations, rights to acquire memberships, other securities, or eligible interests, cash, or other property to be received under the plan by the members of or owners of eligible interests in any party to the merger; (2) The charter of any corporation, or the organic documents of any unincorporated entity, that will survive or be created as a result of the merger, except for changes permitted by § 48-60-102 or by comparable provisions of the organic laws of any such foreign corporation or domestic or foreign unincorporated entity; or (3) Any of the other terms or conditions of the plan if the change would adversely affect such members in any material respect.
(1) The amount or kind of memberships or other securities, eligible interests, obligations, rights to acquire memberships, other securities, or eligible interests, cash, or other property to be received under the plan by the members of or owners of eligible interests in any party to the merger;
(2) The charter of any corporation, or the organic documents of any unincorporated entity, that will survive or be created as a result of the merger, except for changes permitted by § 48-60-102 or by comparable provisions of the organic laws of any such foreign corporation or domestic or foreign unincorporated entity; or
(3) Any of the other terms or conditions of the plan if the change would adversely affect such members in any material respect.
(g) Property held in trust or for charitable purposes under the laws of this state by a domestic or foreign eligible entity shall not be diverted by a merger from the objects for which it was donated, granted, or devised, unless and until the eligible entity obtains a court order specifying the disposition of the property to the extent required by and pursuant to § 35-15-413 or enters into a nonjudicial settlement agreement pursuant to § 35-15-111 .
Amended by 2014 Tenn. Acts, ch. 899,s 66, eff. 1/1/2015.
Acts 1987, ch. 242, § 11.02.
Tenn. Code Ann. § 48-215-101 — TN Code / Title 48 / Chapter 215 / Section 48-215-101
Nature of a membership interest and statement of interest owned
Status: in_force

(a) Generally. A membership interest in an LLC is personal property. A member has no interest in specific LLC property. All property transferred to or acquired by an LLC is property of the LLC itself. (b) Statement of Membership Interest. At the request of any member, the LLC shall state in writing the particular membership interest owned by that member as of the time the LLC makes the statement. The statement must describe the member's rights to vote, to share in profits and losses, and to share in distributions, as well as any assignment of the member's rights then in effect. The statement shall not be deemed to be a "security," as defined in § 47-8-102 , except as provided in § 47-8-103(c) , shall not be a "negotiable instrument," shall not be deemed to be a "bond" or "stocks," as those terms are used in § 67-2-101 , and shall not be a vehicle by which a transfer of any membership interest may be effected. Acts 1994, ch. 868, § 1; 1997, ch. 79, §§ 21, 22.
(a) Generally. A membership interest in an LLC is personal property. A member has no interest in specific LLC property. All property transferred to or acquired by an LLC is property of the LLC itself.
(b) Statement of Membership Interest. At the request of any member, the LLC shall state in writing the particular membership interest owned by that member as of the time the LLC makes the statement. The statement must describe the member's rights to vote, to share in profits and losses, and to share in distributions, as well as any assignment of the member's rights then in effect. The statement shall not be deemed to be a "security," as defined in § 47-8-102 , except as provided in § 47-8-103(c) , shall not be a "negotiable instrument," shall not be deemed to be a "bond" or "stocks," as those terms are used in § 67-2-101 , and shall not be a vehicle by which a transfer of any membership interest may be effected.
Acts 1994, ch. 868, § 1; 1997, ch. 79, §§ 21, 22.
Tenn. Code Ann. § 48-60-106 — TN Code / Title 48 / Chapter 60 / Section 48-60-106
Restated charter
Status: in_force

(a) A corporation's board of directors may restate its charter at any time with or without approval by members or any other person. (b) The restatement may include one (1) or more amendments to the charter. If the restatement includes an amendment requiring approval by the members or any other person, it shall be adopted as provided in § 48-60-103 . (c) If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval. (d) If the board of directors submits a restatement for member action, the corporation shall notify each member, whether or not entitled to vote, of the proposed members' meeting in accordance with § 48-57-105 . The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the charter. (e) If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the charter. (f) A restatement requiring approval by the members must be approved by the same vote as a charter amendment under § 48-60-103 . (g) If the restatement includes an amendment requiring approval pursuant to § 48-60-301 , the board must submit the restatement for such approval. (h) A corporation restating its charter shall deliver to the secretary of state the restated charter, setting forth the name of the corporation and the text of the restated charter, together with a certificate setting forth: (1) Whether the restatement contains an amendment to the charter requiring approval by the members or any person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or (2) If the restatement contains an amendment to the charter requiring approval by the members, the information required by § 48-60-105 ; and (3) If the restatement contains an amendment to the charter requiring approval by a person whose approval is required pursuant to § 48-60-301 , a statement that such approval was obtained. (i) If the restatement contains an amendment to the charter, it shall be designated in the heading as an "Amended and Restated Charter." (j) The restated charter must contain all the requirements of a charter as set out in § 48-52-102(a) unless the corporation is exempt from any of those requirements pursuant to § 48-68-101(b) . (k) A duly adopted restated charter supersedes the original charter and all prior amendments thereto. (l) The secretary of state may certify a restated charter as the charter currently in effect, without including the certificate information required by subsection (h). Acts 1987, ch. 242, § 10.06; 1989, ch. 445, § 9; 1991, ch. 188, § 6.
(a) A corporation's board of directors may restate its charter at any time with or without approval by members or any other person.
(b) The restatement may include one (1) or more amendments to the charter. If the restatement includes an amendment requiring approval by the members or any other person, it shall be adopted as provided in § 48-60-103 .
(c) If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval.
(d) If the board of directors submits a restatement for member action, the corporation shall notify each member, whether or not entitled to vote, of the proposed members' meeting in accordance with § 48-57-105 . The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the charter.
(e) If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the charter.
(f) A restatement requiring approval by the members must be approved by the same vote as a charter amendment under § 48-60-103 .
(g) If the restatement includes an amendment requiring approval pursuant to § 48-60-301 , the board must submit the restatement for such approval.
(h) A corporation restating its charter shall deliver to the secretary of state the restated charter, setting forth the name of the corporation and the text of the restated charter, together with a certificate setting forth: (1) Whether the restatement contains an amendment to the charter requiring approval by the members or any person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or (2) If the restatement contains an amendment to the charter requiring approval by the members, the information required by § 48-60-105 ; and (3) If the restatement contains an amendment to the charter requiring approval by a person whose approval is required pursuant to § 48-60-301 , a statement that such approval was obtained.
(1) Whether the restatement contains an amendment to the charter requiring approval by the members or any person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or
(2) If the restatement contains an amendment to the charter requiring approval by the members, the information required by § 48-60-105 ; and
(3) If the restatement contains an amendment to the charter requiring approval by a person whose approval is required pursuant to § 48-60-301 , a statement that such approval was obtained.
(i) If the restatement contains an amendment to the charter, it shall be designated in the heading as an "Amended and Restated Charter."
(j) The restated charter must contain all the requirements of a charter as set out in § 48-52-102(a) unless the corporation is exempt from any of those requirements pursuant to § 48-68-101(b) .
(k) A duly adopted restated charter supersedes the original charter and all prior amendments thereto.
(l) The secretary of state may certify a restated charter as the charter currently in effect, without including the certificate information required by subsection (h).
Acts 1987, ch. 242, § 10.06; 1989, ch. 445, § 9; 1991, ch. 188, § 6.
Tenn. Code Ann. § 48-103-502 — TN Code / Title 48 / Chapter 103 / Section 48-103-502
Part definitions
Status: in_force

As used in this part, unless the context otherwise requires: (1) "Associate," when used to indicate a relationship with any person, means: (A) A person that, directly or indirectly, controls, or is controlled by, or is under common control with, the person specified or who is or intends to act jointly or in concert with such specified person; (B) Any corporation or organization of which such person is an officer, director or partner or which corporation or organization is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities of such person; (C) Any trust or other estate in which such person has a beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (D) Any parent, child, sibling, in-law (mother, father, sons and daughters), of such person, or any relative of such person who has the same residence as such person; (2) "Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of a person whether through the ownership of voting securities, by contract or otherwise; (3) "Person" means any individual, corporation, partnership, unincorporated association or other entity and any "associate" (as defined in subdivision (1)) of such individual or entity; and (4) "Subsidiary" means any corporation in which a majority of the shares entitled to vote are owned or controlled, directly or indirectly, by a corporation subject to this part. Acts 1988, ch. 500, § 30; T.C.A., § 48-35-502.
As used in this part, unless the context otherwise requires:
(1) "Associate," when used to indicate a relationship with any person, means: (A) A person that, directly or indirectly, controls, or is controlled by, or is under common control with, the person specified or who is or intends to act jointly or in concert with such specified person; (B) Any corporation or organization of which such person is an officer, director or partner or which corporation or organization is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities of such person; (C) Any trust or other estate in which such person has a beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (D) Any parent, child, sibling, in-law (mother, father, sons and daughters), of such person, or any relative of such person who has the same residence as such person;
(A) A person that, directly or indirectly, controls, or is controlled by, or is under common control with, the person specified or who is or intends to act jointly or in concert with such specified person;
(B) Any corporation or organization of which such person is an officer, director or partner or which corporation or organization is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities of such person;
(C) Any trust or other estate in which such person has a beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and
(D) Any parent, child, sibling, in-law (mother, father, sons and daughters), of such person, or any relative of such person who has the same residence as such person;
(2) "Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of a person whether through the ownership of voting securities, by contract or otherwise;
(3) "Person" means any individual, corporation, partnership, unincorporated association or other entity and any "associate" (as defined in subdivision (1)) of such individual or entity; and
(4) "Subsidiary" means any corporation in which a majority of the shares entitled to vote are owned or controlled, directly or indirectly, by a corporation subject to this part.
Acts 1988, ch. 500, § 30; T.C.A., § 48-35-502.
Tenn. Code Ann. § 48-68-211 — TN Code / Title 48 / Chapter 68 / Section 48-68-211
Violations - Penalties - Remedies
Status: in_force

(a) Any public benefit hospital conveyance transactions entered into in violation of this part shall be null and void, and each member of the governing boards and the chief financial officers of the parties to the public benefit hospital conveyance transaction may be subject to a civil penalty of up to one million dollars ($1,000,000), the amount to be determined by a court of competent jurisdiction in Davidson County. The attorney general and reporter shall institute proceedings to impose such a penalty. In addition, no license to operate a hospital may be issued or renewed under title 68, chapter 11, part 2, or applicable regulation, if there is a public benefit hospital conveyance transaction entered into in violation of the notice, public hearing, and review requirements of this part. (b) Nothing in this section shall be construed to limit the common law authority of the attorney general and reporter to protect charitable trusts and charitable assets in this state. These penalties and remedies are in addition to, and not a replacement for, any other civil or criminal actions that the attorney general and reporter may file under either the common law or statutory law, including rescinding the public benefit hospital conveyance transaction, granting injunctive relief, or any combination of these and other remedies available under common law or statutory law. Acts 2006, ch. 930, § 12.
(a) Any public benefit hospital conveyance transactions entered into in violation of this part shall be null and void, and each member of the governing boards and the chief financial officers of the parties to the public benefit hospital conveyance transaction may be subject to a civil penalty of up to one million dollars ($1,000,000), the amount to be determined by a court of competent jurisdiction in Davidson County. The attorney general and reporter shall institute proceedings to impose such a penalty. In addition, no license to operate a hospital may be issued or renewed under title 68, chapter 11, part 2, or applicable regulation, if there is a public benefit hospital conveyance transaction entered into in violation of the notice, public hearing, and review requirements of this part.
(b) Nothing in this section shall be construed to limit the common law authority of the attorney general and reporter to protect charitable trusts and charitable assets in this state. These penalties and remedies are in addition to, and not a replacement for, any other civil or criminal actions that the attorney general and reporter may file under either the common law or statutory law, including rescinding the public benefit hospital conveyance transaction, granting injunctive relief, or any combination of these and other remedies available under common law or statutory law.
Acts 2006, ch. 930, § 12.
Tenn. Code Ann. § 48-69-119 — TN Code / Title 48 / Chapter 69 / Section 48-69-119
Exemption from control of the Tennessee public utility commission
Status: in_force

G&T cooperatives and foreign corporations transacting business in this state pursuant to this chapter shall be deemed to be nonprofit cooperatives and nonutilities and exempt in all respects from the jurisdiction and control of the Tennessee public utility commission. Amended by 2017 Tenn. Acts, ch. 94,s 42, eff. 4/4/2017. Acts 2009, ch. 475, § 1.
G&T cooperatives and foreign corporations transacting business in this state pursuant to this chapter shall be deemed to be nonprofit cooperatives and nonutilities and exempt in all respects from the jurisdiction and control of the Tennessee public utility commission.
Amended by 2017 Tenn. Acts, ch. 94,s 42, eff. 4/4/2017.
Acts 2009, ch. 475, § 1.
Tenn. Code Ann. § 48-24-303 — TN Code / Title 48 / Chapter 24 / Section 48-24-303
Receivership or custodianship
Status: in_force

(a) A court of record having equity jurisdiction in a judicial proceeding brought to dissolve a corporation may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located. (b) The court may appoint an individual or a domestic or foreign corporation (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs. (c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers: (1) The receiver may: (A) Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and (B) Sue and defend in the receiver's own name as receiver of the corporation in all courts of this state; (2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors. (d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation and its shareholders and creditors. (e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets. Acts 1986, ch. 887, § 14.32.
(a) A court of record having equity jurisdiction in a judicial proceeding brought to dissolve a corporation may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.
(b) The court may appoint an individual or a domestic or foreign corporation (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers: (1) The receiver may: (A) Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and (B) Sue and defend in the receiver's own name as receiver of the corporation in all courts of this state; (2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.
(1) The receiver may: (A) Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and (B) Sue and defend in the receiver's own name as receiver of the corporation in all courts of this state;
(A) Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and
(B) Sue and defend in the receiver's own name as receiver of the corporation in all courts of this state;
(2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.
(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation and its shareholders and creditors.
(e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets.
Acts 1986, ch. 887, § 14.32.
Tenn. Code Ann. § 48-101-614 — TN Code / Title 48 / Chapter 101 / Section 48-101-614
Notice of acquisition of shares - Acceptance - Termination of interest
Status: in_force

(a) If shares must be acquired under § 48-101-613 , the professional corporation shall deliver a written notice to the personal representative of the estate of its deceased shareholder, or to the disqualified person, the transferee, the retiree, or the shareholder terminating such shareholder's employment with the corporation, offering to purchase the shares at a price the corporation believes represents their fair value as of the date of death, disqualification, transfer, retirement or termination. The offer notice must be accompanied by the corporation's balance sheet for a fiscal year ending not more than sixteen (16) months before the effective date of the offer notice, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any. (b) The disqualified person has thirty (30) days from the effective date of the notice to accept the corporation's offer or demand that the corporation commence a proceeding under § 48-101-615 to determine the fair value of such person's shares. If such person accepts the offer, the corporation shall make payment for the shares within sixty (60) days from the effective date of the offer notice (unless a later date is agreed on) upon the disqualified person's surrender of such person's shares to the corporation. (c) After the corporation makes payment for the shares, the disqualified person has no further interest in them. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-614.
(a) If shares must be acquired under § 48-101-613 , the professional corporation shall deliver a written notice to the personal representative of the estate of its deceased shareholder, or to the disqualified person, the transferee, the retiree, or the shareholder terminating such shareholder's employment with the corporation, offering to purchase the shares at a price the corporation believes represents their fair value as of the date of death, disqualification, transfer, retirement or termination. The offer notice must be accompanied by the corporation's balance sheet for a fiscal year ending not more than sixteen (16) months before the effective date of the offer notice, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any.
(b) The disqualified person has thirty (30) days from the effective date of the notice to accept the corporation's offer or demand that the corporation commence a proceeding under § 48-101-615 to determine the fair value of such person's shares. If such person accepts the offer, the corporation shall make payment for the shares within sixty (60) days from the effective date of the offer notice (unless a later date is agreed on) upon the disqualified person's surrender of such person's shares to the corporation.
(c) After the corporation makes payment for the shares, the disqualified person has no further interest in them.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-614.
Tenn. Code Ann. § 48-101-513 — TN Code / Title 48 / Chapter 101 / Section 48-101-513
Violations - Required notices, disclosures, records
Status: in_force

(a) No charitable organization subject to this part shall solicit funds from the public, except for charitable purposes, or expend funds raised for charitable purposes for noncharitable purposes. (b) Unfair, false, misleading or deceptive acts and practices affecting the conduct of solicitations for contributions are declared unlawful. No person shall use or intend to use false or materially misleading advertising or promotional material in connection with any solicitation for a charitable organization or a charitable purpose. It is the intent of the general assembly that the courts in interpreting this provision should look to the judicial interpretations given the Tennessee Consumer Protection Act, compiled in title 47, chapter 18, part 1, and § 5(A)(1) of the Federal Trade Commission Act ( 15 U.S.C. § 45(a)(1) ), for guidance. (c) No charitable organization subject to this part shall use or exploit the fact of registration so as to lead the public to believe that such registration in any manner constitutes an endorsement or approval by the state, but the use of the following statement shall not be deemed a prohibited exploitation: "Registered with the Tennessee Secretary of State as required by law. Registration No. ______________." (d) No person shall, in connection with the solicitation of contributions for or the sale of goods or services of, a person other than a charitable organization, misrepresent to or mislead anyone by any manner, means, practice or device whatsoever, to believe that the person on whose behalf such solicitation or sale is being conducted is a charitable organization, or that the proceeds of such solicitation or sale will be used for charitable purposes, if such is not the fact. (e) No person shall, in connection with the solicitation of contributions or the sale of goods or services for charitable purposes, represent to or lead anyone by any manner, means, practice or device whatsoever, to believe that any other person sponsors or endorses such solicitation of contributions, sale of goods or services for charitable purposes or approves of such charitable purposes, or a charitable organization connected therewith, when such person has not given written consent to the use of such person's name for these purposes; any member of the board of directors or trustees of a charitable organization or any other person who has agreed either to serve or to participate in any voluntary capacity in the campaign shall be deemed thereby to have given such member's consent to the use of such member's name in the campaign. (f) No person shall make any representation that such person is soliciting contributions for or on behalf of a charitable organization or shall use or display any emblem, device or printed matter belonging to or associated with a charitable organization for the purpose of soliciting or inducing contributions from the public without first being authorized to do so in a writing signed by the charitable organization. (g) No professional solicitor shall solicit, in any manner whatsoever, in the name of a charitable organization, whether exempt from this part or not, unless: (1) Prior to the commencement of each solicitation campaign, a completed solicitation campaign notice has been filed by a professional solicitor with the secretary of state on forms prescribed by the secretary of state. Such notice shall include, but not be limited to, a description of the solicitation event or campaign, the location and the telephone number from which the solicitation is to be conducted, and the names and residence addresses of each employee or other person who is working in connection with such campaign. An authorized official of the charitable organization on whose behalf the professional solicitor is acting, as well as an authorized official of the professional solicitor, shall certify that the solicitation campaign notice is true and complete. Within seventy-two (72) hours after any modifications or changes in the information or documentation required herein, the secretary of state shall be notified in writing of such changes; (2) (A) Prior to beginning any solicitation, such professional solicitor has filed with the secretary of state a true copy of any written agreement or contract which may have been entered into between a charitable organization and the professional solicitor, which shall state the minimum amount or percentage, if any, which a charitable organization shall receive of revenues solicited, after solicitation expenses, as a result of a solicitation campaign; (B) If any agreement or contract between a professional solicitor and a charitable organization is oral, a written summary of the agreement or contract which sets forth the terms, conditions, fees, percentage splits and costs of the oral agreement or contract must be submitted to the secretary of state prior to beginning any solicitation or sales promotion campaigns; (C) Within seven (7) days of any change, modification or termination of any agreement or contract that a professional solicitor has entered into with a charitable organization, a notice of such change, modification or termination must be filed with the secretary of state, along with a true copy of the new agreement which includes the changes and modifications in the terms, conditions, fees, percentage splits and costs. (h) (1) A paid solicitor shall be responsible for complying with, or for causing compliance with, each of the following requirements: (A) Prior to orally requesting a contribution, or contemporaneously with a written request for a contribution, it shall be clearly and conspicuously disclosed at the point of solicitation the name of the paid solicitor as on file with the division and that the solicitation is being conducted by a paid solicitor; (B) In the case of a solicitation campaign conducted orally, whether by telephone or otherwise, a written confirmation shall be sent to each person who has contributed or pledged to contribute, within five (5) days after that person has been solicited, which shall include a clear and conspicuous disclosure of the information required by subdivision (h)(1)(A); and (C) It shall not be represented that tickets to events will be donated for use by another, unless the following requirements have been met: (i) The paid solicitor has commitments in writing from charitable organizations stating that they will accept donated tickets and specifying the number of tickets they are willing to accept; and (ii) No more contributions for donated tickets shall be solicited than the number of ticket commitments received from charitable organizations. (2) The professional solicitor shall maintain a record of the names of donors, their addresses and the date that their donations were received for a three-year period after a solicitation campaign has been completed. No donor list, information or documentation, required to be maintained under this subsection (h), which is obtained by the secretary of state pursuant to this part, unless otherwise ordered by a court for good cause shown, shall be produced for inspection, copied by or its contents disclosed to any person other than an authorized representative of the secretary of state, the attorney general and reporter or the attorney general and reporter's representative, or other proper law enforcement officials for the purpose of enforcing this part or prosecuting other criminal or civil violations, without the consent of the person who produced the information or documentation. The secretary of state, the attorney general and reporter or the attorney general and reporter's representative or other proper law enforcement officials may use such information or documentation as determined necessary in the enforcement of this part or other criminal or civil laws, including the presentation as part of any administrative or judicial proceedings. (3) Prior to the commencement of each solicitation campaign, a professional solicitor shall file with the secretary of state copies, or samples, of each type of solicitation campaign literature or promotional materials utilized in the solicitation campaign, including, but not limited to, the text of any solicitation scripts or pitches made to the public orally, which is utilized in the campaign. Within seven (7) days after any modification or changes in campaign solicitation literature or promotional materials utilized by the professional solicitor, the secretary of state shall be notified in writing and be given samples or copies of such changes and modifications. (i) A person shall not, in connection with the solicitation of contributions or the sale of goods, magazines, newspaper advertising, or any other service, use the name "POLICE," "FIREFIGHTER," "FIREMEN," or "VETERAN," unless properly authorized to do so in writing by a bona fide police, firefighter, or veteran organization or police or fire department. Such authorization must bear the signatures of two (2) bona fide members of the organization or department. (j) (1) No person or organization, subject to this part, who fails to file any registration application, statement, report, or other information required to be filed with the secretary of state under this part as a prerequisite to registration shall engage in any of the activities permitted duly registered persons or organizations under this part. No person or organization shall engage in charitable solicitation without a current registration; and (2) No professional solicitor shall engage in solicitations on behalf of a nonexempt charitable organization, if such professional solicitor has knowledge that such nonexempt organization has failed to file a registration application with the secretary of state. (k) A professional solicitor, such professional solicitor's agent, servant or employee shall disclose upon request by the solicitee the percentage of gross contributions raised by the professional solicitor which shall be received by the charitable organization after solicitation expenses, if known, or otherwise disclose the guaranteed minimum contract amount, which the charitable organization shall receive as a result of the solicitation campaign. (l) (1) Any charitable organization that places or maintains a collection receptacle in public view for the purpose of collecting donated clothing, household items, or similar goods shall clearly and conspicuously display on two (2) sides, including the front, of each collection receptacle a permanent sign or label with the charitable organization's name, address, phone number, electronic mail address, and a statement expressing the charitable purpose for which the charitable organization exists. (2) Any person who is not a charitable organization and who places or maintains a collection receptacle in public view for the purpose of collecting donated clothing, household items, or similar goods, for resale for the purpose of retaining the proceeds of the sale of the items, shall clearly and conspicuously display on two (2) sides, including the front, of each collection receptacle a permanent sign or label with the person's name, address, phone number, electronic mail address, and the following statement: THIS IS NOT A CHARITY. DONATIONS MADE HERE WILL BE SOLD BY A FOR-PROFIT BUSINESS AND ARE NOT TAX-DEDUCTIBLE. (3) (A) Any person who is not a charitable organization and who places or maintains a collection receptacle in public view for the purpose of collecting donated clothing, household items, or similar goods, for resale for the purpose of paying over all or a portion of the proceeds from the sales to a charitable organization, shall display on two (2) sides, including the front, of each collection receptacle a permanent sign or label with the following statement: DONATIONS MADE HERE WILL BE SOLD BY A FOR-PROFIT BUSINESS, AND A PORTION OF THE PROCEEDS WILL BE PAID TO [NAME OF CHARITABLE ORGANIZATION]. FURTHER INFORMATION ABOUT THESE PAYMENTS CAN BE OBTAINED FROM [NAME OF PERSON OPERATING COLLECTION RECEPTACLE] AT [PHONE NUMBER AND ELECTRONIC MAIL ADDRESS] AND FROM [NAME OF CHARITABLE ORGANIZATION] AT [PHONE NUMBER AND ELECTRONIC MAIL ADDRESS]. (B) The provisions of § 48-101-507 regarding professional solicitors shall apply to any person who places or maintains a collection receptacle pursuant to this subdivision ( l )(3). (C) Any person who places or maintains a collection receptacle pursuant to this subdivision ( l )(3) is not required to comply with the recordkeeping requirements of subdivision (h)(2). (4) The sign or labels required by this subsection ( l ) shall be placed on two (2) sides of the collection receptacle, including the front, with the required information printed in letters that are at least two inches (2") in height, and in a color that contrasts with the color of the collection receptacle so that the sign or label is clearly visible. (5) (A) Prior to placing any collection receptacle that is subject to this subsection ( l ), the person placing the collection receptacle shall obtain notarized written permission to place and operate the collection receptacle from the owner or all leaseholders of the property where the collection receptacle is to be located. Copies of the notarized written permission shall be maintained by the person placing the collection receptacle and provided to the owner or any leaseholder of the property at any time upon request. If the notarized written permission to place and operate the collection receptacle is obtained from the property owner, the person placing the collection receptacle shall notify all leaseholders, tenants, or other occupants of the property owner's consent to the placement of the collection receptacle on the property. (B) The notarized written permission required by this subdivision ( l )(5) shall include the signature of the person placing the collection receptacle, or that person's authorized agent, and of the owner or all leaseholders of the property who have the authority to permit or allow structures, such as collection receptacles, to be placed on the property. (6) The person placing the collection receptacle shall maintain the collection receptacle in a structurally sound, clean, and sanitary condition, and regularly empty the collection receptacle at least every two (2) weeks. The person placing the collection receptacle shall also be responsible for ensuring that no donations are present on the ground area surrounding the collection receptacle for a time period exceeding twenty-four (24) hours. (7) (A) The owner or any one (1) leaseholder of the property may request removal of a collection receptacle by submitting a written request and sending it to the address listed on the collection receptacle pursuant to subdivision ( l )(1), ( l )(2), or ( l )(3), as applicable. The owner or leaseholder of the property shall also send a copy of the written request to the office of the secretary of state. (B) The person placing the collection receptacle shall remove the collection receptacle as well as any contents left in and around the collection receptacle within thirty (30) days of receiving written notification of removal from the owner or any one (1) leaseholder of the property. (C) If the person placing the collection receptacle fails to remove the collection receptacle following the expiration of the thirty-day period, the owner or any one (1) leaseholder of the property shall have the right, without providing any additional notice to the person who placed the collection receptacle on the property, to take possession of, remove, and dispose of the collection receptacle and the contents thereof without incurring any civil or criminal liability for such actions. Any charges incurred in the removal and disposal of the collection receptacle by the owner or leaseholder of the property shall be invoiced to, and paid by, the person who placed the collection receptacle on the property. (D) Notwithstanding subdivisions ( l )(7)(A)-(C), the owner or any one (1) leaseholder of the property may request immediate removal of a collection receptacle if the person who placed the collection receptacle on the property never received notarized written permission pursuant to subdivision ( l )(5). (8) (A) Any violation of subdivisions ( l )(1)-(5) constitutes a solicitation of contributions by unfair, false, misleading, or deceptive means or manner, and may be investigated under § 48-101-514 . (B) The secretary of state may impose a civil penalty of not more than five thousand dollars ($5,000) for any violation of this subsection ( l ). (C) Any person who is sanctioned by the secretary of state for a violation of this subsection ( l ) may seek review of the secretary of state's decision by requesting a contested case hearing, which shall be conducted pursuant to the Uniform Administrative Procedures Act, compiled in title 4, chapter 5. (D) Civil penalties imposed under this subsection ( l ) shall be enforced in the manner prescribed by § 48-101-514 . (9) (A) Any owner or leaseholder of the property who suffers loss of money for removing or disposing of any collection receptacle or its contents following the expiration of the thirty-day period referred to in subdivision ( l )(7)(B), or for any violation of subdivision ( l )(6), may bring an action individually to recover actual damages. (B) The action may be brought in a court of competent jurisdiction in the county where the collection receptacle was removed, in the county in which the person who placed the collection receptacle conducts, transacts, or has transacted business, or, if the person who placed the collection receptacle cannot be found in any of the foregoing locations, in the county in which the person who placed the collection receptacle can be found. (10) A charitable organization or person that is not a charitable organization that places or maintains a collection receptacle for the purpose of collecting donated clothing, household items, or similar goods shall maintain a comprehensive list of the location of every such collection receptacle placed or managed by the organization or person within this state. Such list, along with any written permissions required by subsection (l)(5), must be filed by the charitable organization or person who is not a charitable organization that places or maintains a collection receptacle for the purpose of collecting donated clothing, household items, or similar goods with the secretary of state on forms prescribed by the secretary of state. Such list must be filed on an annual basis, and an updated list must also be filed within fourteen (14) days of the placement of a new bin or the change of a bin's location. Amended by 2024 Tenn. Acts, ch. 533,s 29, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 28, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 27, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 26, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2017 Tenn. Acts, ch. 146, Secs.s 7, s 8 eff. 4/17/2017. Amended by 2015 Tenn. Acts, ch. 221, s 1, eff. 7/1/2015. Acts 1976, ch. 735, § 13; T.C.A., § 48-2213; Acts 1989, ch. 285, §§ 23-29; 1991, ch. 299, § 9; 1993, ch. 252, § 5; 1994, ch. 667, §§ 25-30; T.C.A., § 48-3-513; Acts 2007 , ch. 523, §§ 25-33.
(a) No charitable organization subject to this part shall solicit funds from the public, except for charitable purposes, or expend funds raised for charitable purposes for noncharitable purposes.
(b) Unfair, false, misleading or deceptive acts and practices affecting the conduct of solicitations for contributions are declared unlawful. No person shall use or intend to use false or materially misleading advertising or promotional material in connection with any solicitation for a charitable organization or a charitable purpose. It is the intent of the general assembly that the courts in interpreting this provision should look to the judicial interpretations given the Tennessee Consumer Protection Act, compiled in title 47, chapter 18, part 1, and § 5(A)(1) of the Federal Trade Commission Act ( 15 U.S.C. § 45(a)(1) ), for guidance.
(c) No charitable organization subject to this part shall use or exploit the fact of registration so as to lead the public to believe that such registration in any manner constitutes an endorsement or approval by the state, but the use of the following statement shall not be deemed a prohibited exploitation: "Registered with the Tennessee Secretary of State as required by law. Registration No. ______________."
(d) No person shall, in connection with the solicitation of contributions for or the sale of goods or services of, a person other than a charitable organization, misrepresent to or mislead anyone by any manner, means, practice or device whatsoever, to believe that the person on whose behalf such solicitation or sale is being conducted is a charitable organization, or that the proceeds of such solicitation or sale will be used for charitable purposes, if such is not the fact.
(e) No person shall, in connection with the solicitation of contributions or the sale of goods or services for charitable purposes, represent to or lead anyone by any manner, means, practice or device whatsoever, to believe that any other person sponsors or endorses such solicitation of contributions, sale of goods or services for charitable purposes or approves of such charitable purposes, or a charitable organization connected therewith, when such person has not given written consent to the use of such person's name for these purposes; any member of the board of directors or trustees of a charitable organization or any other person who has agreed either to serve or to participate in any voluntary capacity in the campaign shall be deemed thereby to have given such member's consent to the use of such member's name in the campaign.
(f) No person shall make any representation that such person is soliciting contributions for or on behalf of a charitable organization or shall use or display any emblem, device or printed matter belonging to or associated with a charitable organization for the purpose of soliciting or inducing contributions from the public without first being authorized to do so in a writing signed by the charitable organization.
(g) No professional solicitor shall solicit, in any manner whatsoever, in the name of a charitable organization, whether exempt from this part or not, unless: (1) Prior to the commencement of each solicitation campaign, a completed solicitation campaign notice has been filed by a professional solicitor with the secretary of state on forms prescribed by the secretary of state. Such notice shall include, but not be limited to, a description of the solicitation event or campaign, the location and the telephone number from which the solicitation is to be conducted, and the names and residence addresses of each employee or other person who is working in connection with such campaign. An authorized official of the charitable organization on whose behalf the professional solicitor is acting, as well as an authorized official of the professional solicitor, shall certify that the solicitation campaign notice is true and complete. Within seventy-two (72) hours after any modifications or changes in the information or documentation required herein, the secretary of state shall be notified in writing of such changes; (2) (A) Prior to beginning any solicitation, such professional solicitor has filed with the secretary of state a true copy of any written agreement or contract which may have been entered into between a charitable organization and the professional solicitor, which shall state the minimum amount or percentage, if any, which a charitable organization shall receive of revenues solicited, after solicitation expenses, as a result of a solicitation campaign; (B) If any agreement or contract between a professional solicitor and a charitable organization is oral, a written summary of the agreement or contract which sets forth the terms, conditions, fees, percentage splits and costs of the oral agreement or contract must be submitted to the secretary of state prior to beginning any solicitation or sales promotion campaigns; (C) Within seven (7) days of any change, modification or termination of any agreement or contract that a professional solicitor has entered into with a charitable organization, a notice of such change, modification or termination must be filed with the secretary of state, along with a true copy of the new agreement which includes the changes and modifications in the terms, conditions, fees, percentage splits and costs.
(1) Prior to the commencement of each solicitation campaign, a completed solicitation campaign notice has been filed by a professional solicitor with the secretary of state on forms prescribed by the secretary of state. Such notice shall include, but not be limited to, a description of the solicitation event or campaign, the location and the telephone number from which the solicitation is to be conducted, and the names and residence addresses of each employee or other person who is working in connection with such campaign. An authorized official of the charitable organization on whose behalf the professional solicitor is acting, as well as an authorized official of the professional solicitor, shall certify that the solicitation campaign notice is true and complete. Within seventy-two (72) hours after any modifications or changes in the information or documentation required herein, the secretary of state shall be notified in writing of such changes;
(2) (A) Prior to beginning any solicitation, such professional solicitor has filed with the secretary of state a true copy of any written agreement or contract which may have been entered into between a charitable organization and the professional solicitor, which shall state the minimum amount or percentage, if any, which a charitable organization shall receive of revenues solicited, after solicitation expenses, as a result of a solicitation campaign; (B) If any agreement or contract between a professional solicitor and a charitable organization is oral, a written summary of the agreement or contract which sets forth the terms, conditions, fees, percentage splits and costs of the oral agreement or contract must be submitted to the secretary of state prior to beginning any solicitation or sales promotion campaigns; (C) Within seven (7) days of any change, modification or termination of any agreement or contract that a professional solicitor has entered into with a charitable organization, a notice of such change, modification or termination must be filed with the secretary of state, along with a true copy of the new agreement which includes the changes and modifications in the terms, conditions, fees, percentage splits and costs.
(A) Prior to beginning any solicitation, such professional solicitor has filed with the secretary of state a true copy of any written agreement or contract which may have been entered into between a charitable organization and the professional solicitor, which shall state the minimum amount or percentage, if any, which a charitable organization shall receive of revenues solicited, after solicitation expenses, as a result of a solicitation campaign;
(B) If any agreement or contract between a professional solicitor and a charitable organization is oral, a written summary of the agreement or contract which sets forth the terms, conditions, fees, percentage splits and costs of the oral agreement or contract must be submitted to the secretary of state prior to beginning any solicitation or sales promotion campaigns;
(C) Within seven (7) days of any change, modification or termination of any agreement or contract that a professional solicitor has entered into with a charitable organization, a notice of such change, modification or termination must be filed with the secretary of state, along with a true copy of the new agreement which includes the changes and modifications in the terms, conditions, fees, percentage splits and costs.
(h) (1) A paid solicitor shall be responsible for complying with, or for causing compliance with, each of the following requirements: (A) Prior to orally requesting a contribution, or contemporaneously with a written request for a contribution, it shall be clearly and conspicuously disclosed at the point of solicitation the name of the paid solicitor as on file with the division and that the solicitation is being conducted by a paid solicitor; (B) In the case of a solicitation campaign conducted orally, whether by telephone or otherwise, a written confirmation shall be sent to each person who has contributed or pledged to contribute, within five (5) days after that person has been solicited, which shall include a clear and conspicuous disclosure of the information required by subdivision (h)(1)(A); and (C) It shall not be represented that tickets to events will be donated for use by another, unless the following requirements have been met: (i) The paid solicitor has commitments in writing from charitable organizations stating that they will accept donated tickets and specifying the number of tickets they are willing to accept; and (ii) No more contributions for donated tickets shall be solicited than the number of ticket commitments received from charitable organizations. (2) The professional solicitor shall maintain a record of the names of donors, their addresses and the date that their donations were received for a three-year period after a solicitation campaign has been completed. No donor list, information or documentation, required to be maintained under this subsection (h), which is obtained by the secretary of state pursuant to this part, unless otherwise ordered by a court for good cause shown, shall be produced for inspection, copied by or its contents disclosed to any person other than an authorized representative of the secretary of state, the attorney general and reporter or the attorney general and reporter's representative, or other proper law enforcement officials for the purpose of enforcing this part or prosecuting other criminal or civil violations, without the consent of the person who produced the information or documentation. The secretary of state, the attorney general and reporter or the attorney general and reporter's representative or other proper law enforcement officials may use such information or documentation as determined necessary in the enforcement of this part or other criminal or civil laws, including the presentation as part of any administrative or judicial proceedings. (3) Prior to the commencement of each solicitation campaign, a professional solicitor shall file with the secretary of state copies, or samples, of each type of solicitation campaign literature or promotional materials utilized in the solicitation campaign, including, but not limited to, the text of any solicitation scripts or pitches made to the public orally, which is utilized in the campaign. Within seven (7) days after any modification or changes in campaign solicitation literature or promotional materials utilized by the professional solicitor, the secretary of state shall be notified in writing and be given samples or copies of such changes and modifications.
(1) A paid solicitor shall be responsible for complying with, or for causing compliance with, each of the following requirements: (A) Prior to orally requesting a contribution, or contemporaneously with a written request for a contribution, it shall be clearly and conspicuously disclosed at the point of solicitation the name of the paid solicitor as on file with the division and that the solicitation is being conducted by a paid solicitor; (B) In the case of a solicitation campaign conducted orally, whether by telephone or otherwise, a written confirmation shall be sent to each person who has contributed or pledged to contribute, within five (5) days after that person has been solicited, which shall include a clear and conspicuous disclosure of the information required by subdivision (h)(1)(A); and (C) It shall not be represented that tickets to events will be donated for use by another, unless the following requirements have been met: (i) The paid solicitor has commitments in writing from charitable organizations stating that they will accept donated tickets and specifying the number of tickets they are willing to accept; and (ii) No more contributions for donated tickets shall be solicited than the number of ticket commitments received from charitable organizations.
(A) Prior to orally requesting a contribution, or contemporaneously with a written request for a contribution, it shall be clearly and conspicuously disclosed at the point of solicitation the name of the paid solicitor as on file with the division and that the solicitation is being conducted by a paid solicitor;
(B) In the case of a solicitation campaign conducted orally, whether by telephone or otherwise, a written confirmation shall be sent to each person who has contributed or pledged to contribute, within five (5) days after that person has been solicited, which shall include a clear and conspicuous disclosure of the information required by subdivision (h)(1)(A); and
(C) It shall not be represented that tickets to events will be donated for use by another, unless the following requirements have been met: (i) The paid solicitor has commitments in writing from charitable organizations stating that they will accept donated tickets and specifying the number of tickets they are willing to accept; and (ii) No more contributions for donated tickets shall be solicited than the number of ticket commitments received from charitable organizations.
(i) The paid solicitor has commitments in writing from charitable organizations stating that they will accept donated tickets and specifying the number of tickets they are willing to accept; and
(ii) No more contributions for donated tickets shall be solicited than the number of ticket commitments received from charitable organizations.
(2) The professional solicitor shall maintain a record of the names of donors, their addresses and the date that their donations were received for a three-year period after a solicitation campaign has been completed. No donor list, information or documentation, required to be maintained under this subsection (h), which is obtained by the secretary of state pursuant to this part, unless otherwise ordered by a court for good cause shown, shall be produced for inspection, copied by or its contents disclosed to any person other than an authorized representative of the secretary of state, the attorney general and reporter or the attorney general and reporter's representative, or other proper law enforcement officials for the purpose of enforcing this part or prosecuting other criminal or civil violations, without the consent of the person who produced the information or documentation. The secretary of state, the attorney general and reporter or the attorney general and reporter's representative or other proper law enforcement officials may use such information or documentation as determined necessary in the enforcement of this part or other criminal or civil laws, including the presentation as part of any administrative or judicial proceedings.
(3) Prior to the commencement of each solicitation campaign, a professional solicitor shall file with the secretary of state copies, or samples, of each type of solicitation campaign literature or promotional materials utilized in the solicitation campaign, including, but not limited to, the text of any solicitation scripts or pitches made to the public orally, which is utilized in the campaign. Within seven (7) days after any modification or changes in campaign solicitation literature or promotional materials utilized by the professional solicitor, the secretary of state shall be notified in writing and be given samples or copies of such changes and modifications.
(i) A person shall not, in connection with the solicitation of contributions or the sale of goods, magazines, newspaper advertising, or any other service, use the name "POLICE," "FIREFIGHTER," "FIREMEN," or "VETERAN," unless properly authorized to do so in writing by a bona fide police, firefighter, or veteran organization or police or fire department. Such authorization must bear the signatures of two (2) bona fide members of the organization or department.
(j) (1) No person or organization, subject to this part, who fails to file any registration application, statement, report, or other information required to be filed with the secretary of state under this part as a prerequisite to registration shall engage in any of the activities permitted duly registered persons or organizations under this part. No person or organization shall engage in charitable solicitation without a current registration; and (2) No professional solicitor shall engage in solicitations on behalf of a nonexempt charitable organization, if such professional solicitor has knowledge that such nonexempt organization has failed to file a registration application with the secretary of state.
(1) No person or organization, subject to this part, who fails to file any registration application, statement, report, or other information required to be filed with the secretary of state under this part as a prerequisite to registration shall engage in any of the activities permitted duly registered persons or organizations under this part. No person or organization shall engage in charitable solicitation without a current registration; and
(2) No professional solicitor shall engage in solicitations on behalf of a nonexempt charitable organization, if such professional solicitor has knowledge that such nonexempt organization has failed to file a registration application with the secretary of state.
(k) A professional solicitor, such professional solicitor's agent, servant or employee shall disclose upon request by the solicitee the percentage of gross contributions raised by the professional solicitor which shall be received by the charitable organization after solicitation expenses, if known, or otherwise disclose the guaranteed minimum contract amount, which the charitable organization shall receive as a result of the solicitation campaign.
(l) (1) Any charitable organization that places or maintains a collection receptacle in public view for the purpose of collecting donated clothing, household items, or similar goods shall clearly and conspicuously display on two (2) sides, including the front, of each collection receptacle a permanent sign or label with the charitable organization's name, address, phone number, electronic mail address, and a statement expressing the charitable purpose for which the charitable organization exists. (2) Any person who is not a charitable organization and who places or maintains a collection receptacle in public view for the purpose of collecting donated clothing, household items, or similar goods, for resale for the purpose of retaining the proceeds of the sale of the items, shall clearly and conspicuously display on two (2) sides, including the front, of each collection receptacle a permanent sign or label with the person's name, address, phone number, electronic mail address, and the following statement: THIS IS NOT A CHARITY. DONATIONS MADE HERE WILL BE SOLD BY A FOR-PROFIT BUSINESS AND ARE NOT TAX-DEDUCTIBLE. (3) (A) Any person who is not a charitable organization and who places or maintains a collection receptacle in public view for the purpose of collecting donated clothing, household items, or similar goods, for resale for the purpose of paying over all or a portion of the proceeds from the sales to a charitable organization, shall display on two (2) sides, including the front, of each collection receptacle a permanent sign or label with the following statement: DONATIONS MADE HERE WILL BE SOLD BY A FOR-PROFIT BUSINESS, AND A PORTION OF THE PROCEEDS WILL BE PAID TO [NAME OF CHARITABLE ORGANIZATION]. FURTHER INFORMATION ABOUT THESE PAYMENTS CAN BE OBTAINED FROM [NAME OF PERSON OPERATING COLLECTION RECEPTACLE] AT [PHONE NUMBER AND ELECTRONIC MAIL ADDRESS] AND FROM [NAME OF CHARITABLE ORGANIZATION] AT [PHONE NUMBER AND ELECTRONIC MAIL ADDRESS]. (B) The provisions of § 48-101-507 regarding professional solicitors shall apply to any person who places or maintains a collection receptacle pursuant to this subdivision ( l )(3). (C) Any person who places or maintains a collection receptacle pursuant to this subdivision ( l )(3) is not required to comply with the recordkeeping requirements of subdivision (h)(2). (4) The sign or labels required by this subsection ( l ) shall be placed on two (2) sides of the collection receptacle, including the front, with the required information printed in letters that are at least two inches (2") in height, and in a color that contrasts with the color of the collection receptacle so that the sign or label is clearly visible. (5) (A) Prior to placing any collection receptacle that is subject to this subsection ( l ), the person placing the collection receptacle shall obtain notarized written permission to place and operate the collection receptacle from the owner or all leaseholders of the property where the collection receptacle is to be located. Copies of the notarized written permission shall be maintained by the person placing the collection receptacle and provided to the owner or any leaseholder of the property at any time upon request. If the notarized written permission to place and operate the collection receptacle is obtained from the property owner, the person placing the collection receptacle shall notify all leaseholders, tenants, or other occupants of the property owner's consent to the placement of the collection receptacle on the property. (B) The notarized written permission required by this subdivision ( l )(5) shall include the signature of the person placing the collection receptacle, or that person's authorized agent, and of the owner or all leaseholders of the property who have the authority to permit or allow structures, such as collection receptacles, to be placed on the property. (6) The person placing the collection receptacle shall maintain the collection receptacle in a structurally sound, clean, and sanitary condition, and regularly empty the collection receptacle at least every two (2) weeks. The person placing the collection receptacle shall also be responsible for ensuring that no donations are present on the ground area surrounding the collection receptacle for a time period exceeding twenty-four (24) hours. (7) (A) The owner or any one (1) leaseholder of the property may request removal of a collection receptacle by submitting a written request and sending it to the address listed on the collection receptacle pursuant to subdivision ( l )(1), ( l )(2), or ( l )(3), as applicable. The owner or leaseholder of the property shall also send a copy of the written request to the office of the secretary of state. (B) The person placing the collection receptacle shall remove the collection receptacle as well as any contents left in and around the collection receptacle within thirty (30) days of receiving written notification of removal from the owner or any one (1) leaseholder of the property. (C) If the person placing the collection receptacle fails to remove the collection receptacle following the expiration of the thirty-day period, the owner or any one (1) leaseholder of the property shall have the right, without providing any additional notice to the person who placed the collection receptacle on the property, to take possession of, remove, and dispose of the collection receptacle and the contents thereof without incurring any civil or criminal liability for such actions. Any charges incurred in the removal and disposal of the collection receptacle by the owner or leaseholder of the property shall be invoiced to, and paid by, the person who placed the collection receptacle on the property. (D) Notwithstanding subdivisions ( l )(7)(A)-(C), the owner or any one (1) leaseholder of the property may request immediate removal of a collection receptacle if the person who placed the collection receptacle on the property never received notarized written permission pursuant to subdivision ( l )(5). (8) (A) Any violation of subdivisions ( l )(1)-(5) constitutes a solicitation of contributions by unfair, false, misleading, or deceptive means or manner, and may be investigated under § 48-101-514 . (B) The secretary of state may impose a civil penalty of not more than five thousand dollars ($5,000) for any violation of this subsection ( l ). (C) Any person who is sanctioned by the secretary of state for a violation of this subsection ( l ) may seek review of the secretary of state's decision by requesting a contested case hearing, which shall be conducted pursuant to the Uniform Administrative Procedures Act, compiled in title 4, chapter 5. (D) Civil penalties imposed under this subsection ( l ) shall be enforced in the manner prescribed by § 48-101-514 . (9) (A) Any owner or leaseholder of the property who suffers loss of money for removing or disposing of any collection receptacle or its contents following the expiration of the thirty-day period referred to in subdivision ( l )(7)(B), or for any violation of subdivision ( l )(6), may bring an action individually to recover actual damages. (B) The action may be brought in a court of competent jurisdiction in the county where the collection receptacle was removed, in the county in which the person who placed the collection receptacle conducts, transacts, or has transacted business, or, if the person who placed the collection receptacle cannot be found in any of the foregoing locations, in the county in which the person who placed the collection receptacle can be found. (10) A charitable organization or person that is not a charitable organization that places or maintains a collection receptacle for the purpose of collecting donated clothing, household items, or similar goods shall maintain a comprehensive list of the location of every such collection receptacle placed or managed by the organization or person within this state. Such list, along with any written permissions required by subsection (l)(5), must be filed by the charitable organization or person who is not a charitable organization that places or maintains a collection receptacle for the purpose of collecting donated clothing, household items, or similar goods with the secretary of state on forms prescribed by the secretary of state. Such list must be filed on an annual basis, and an updated list must also be filed within fourteen (14) days of the placement of a new bin or the change of a bin's location.
(1) Any charitable organization that places or maintains a collection receptacle in public view for the purpose of collecting donated clothing, household items, or similar goods shall clearly and conspicuously display on two (2) sides, including the front, of each collection receptacle a permanent sign or label with the charitable organization's name, address, phone number, electronic mail address, and a statement expressing the charitable purpose for which the charitable organization exists.
(2) Any person who is not a charitable organization and who places or maintains a collection receptacle in public view for the purpose of collecting donated clothing, household items, or similar goods, for resale for the purpose of retaining the proceeds of the sale of the items, shall clearly and conspicuously display on two (2) sides, including the front, of each collection receptacle a permanent sign or label with the person's name, address, phone number, electronic mail address, and the following statement: THIS IS NOT A CHARITY. DONATIONS MADE HERE WILL BE SOLD BY A FOR-PROFIT BUSINESS AND ARE NOT TAX-DEDUCTIBLE.
THIS IS NOT A CHARITY. DONATIONS MADE HERE WILL BE SOLD BY A FOR-PROFIT BUSINESS AND ARE NOT TAX-DEDUCTIBLE.
(3) (A) Any person who is not a charitable organization and who places or maintains a collection receptacle in public view for the purpose of collecting donated clothing, household items, or similar goods, for resale for the purpose of paying over all or a portion of the proceeds from the sales to a charitable organization, shall display on two (2) sides, including the front, of each collection receptacle a permanent sign or label with the following statement: DONATIONS MADE HERE WILL BE SOLD BY A FOR-PROFIT BUSINESS, AND A PORTION OF THE PROCEEDS WILL BE PAID TO [NAME OF CHARITABLE ORGANIZATION]. FURTHER INFORMATION ABOUT THESE PAYMENTS CAN BE OBTAINED FROM [NAME OF PERSON OPERATING COLLECTION RECEPTACLE] AT [PHONE NUMBER AND ELECTRONIC MAIL ADDRESS] AND FROM [NAME OF CHARITABLE ORGANIZATION] AT [PHONE NUMBER AND ELECTRONIC MAIL ADDRESS]. (B) The provisions of § 48-101-507 regarding professional solicitors shall apply to any person who places or maintains a collection receptacle pursuant to this subdivision ( l )(3). (C) Any person who places or maintains a collection receptacle pursuant to this subdivision ( l )(3) is not required to comply with the recordkeeping requirements of subdivision (h)(2).
(A) Any person who is not a charitable organization and who places or maintains a collection receptacle in public view for the purpose of collecting donated clothing, household items, or similar goods, for resale for the purpose of paying over all or a portion of the proceeds from the sales to a charitable organization, shall display on two (2) sides, including the front, of each collection receptacle a permanent sign or label with the following statement: DONATIONS MADE HERE WILL BE SOLD BY A FOR-PROFIT BUSINESS, AND A PORTION OF THE PROCEEDS WILL BE PAID TO [NAME OF CHARITABLE ORGANIZATION]. FURTHER INFORMATION ABOUT THESE PAYMENTS CAN BE OBTAINED FROM [NAME OF PERSON OPERATING COLLECTION RECEPTACLE] AT [PHONE NUMBER AND ELECTRONIC MAIL ADDRESS] AND FROM [NAME OF CHARITABLE ORGANIZATION] AT [PHONE NUMBER AND ELECTRONIC MAIL ADDRESS].
DONATIONS MADE HERE WILL BE SOLD BY A FOR-PROFIT BUSINESS, AND A PORTION OF THE PROCEEDS WILL BE PAID TO [NAME OF CHARITABLE ORGANIZATION]. FURTHER INFORMATION ABOUT THESE PAYMENTS CAN BE OBTAINED FROM [NAME OF PERSON OPERATING COLLECTION RECEPTACLE] AT [PHONE NUMBER AND ELECTRONIC MAIL ADDRESS] AND FROM [NAME OF CHARITABLE ORGANIZATION] AT [PHONE NUMBER AND ELECTRONIC MAIL ADDRESS].
(B) The provisions of § 48-101-507 regarding professional solicitors shall apply to any person who places or maintains a collection receptacle pursuant to this subdivision ( l )(3).
(C) Any person who places or maintains a collection receptacle pursuant to this subdivision ( l )(3) is not required to comply with the recordkeeping requirements of subdivision (h)(2).
(4) The sign or labels required by this subsection ( l ) shall be placed on two (2) sides of the collection receptacle, including the front, with the required information printed in letters that are at least two inches (2") in height, and in a color that contrasts with the color of the collection receptacle so that the sign or label is clearly visible.
(5) (A) Prior to placing any collection receptacle that is subject to this subsection ( l ), the person placing the collection receptacle shall obtain notarized written permission to place and operate the collection receptacle from the owner or all leaseholders of the property where the collection receptacle is to be located. Copies of the notarized written permission shall be maintained by the person placing the collection receptacle and provided to the owner or any leaseholder of the property at any time upon request. If the notarized written permission to place and operate the collection receptacle is obtained from the property owner, the person placing the collection receptacle shall notify all leaseholders, tenants, or other occupants of the property owner's consent to the placement of the collection receptacle on the property. (B) The notarized written permission required by this subdivision ( l )(5) shall include the signature of the person placing the collection receptacle, or that person's authorized agent, and of the owner or all leaseholders of the property who have the authority to permit or allow structures, such as collection receptacles, to be placed on the property.
(A) Prior to placing any collection receptacle that is subject to this subsection ( l ), the person placing the collection receptacle shall obtain notarized written permission to place and operate the collection receptacle from the owner or all leaseholders of the property where the collection receptacle is to be located. Copies of the notarized written permission shall be maintained by the person placing the collection receptacle and provided to the owner or any leaseholder of the property at any time upon request. If the notarized written permission to place and operate the collection receptacle is obtained from the property owner, the person placing the collection receptacle shall notify all leaseholders, tenants, or other occupants of the property owner's consent to the placement of the collection receptacle on the property.
(B) The notarized written permission required by this subdivision ( l )(5) shall include the signature of the person placing the collection receptacle, or that person's authorized agent, and of the owner or all leaseholders of the property who have the authority to permit or allow structures, such as collection receptacles, to be placed on the property.
(6) The person placing the collection receptacle shall maintain the collection receptacle in a structurally sound, clean, and sanitary condition, and regularly empty the collection receptacle at least every two (2) weeks. The person placing the collection receptacle shall also be responsible for ensuring that no donations are present on the ground area surrounding the collection receptacle for a time period exceeding twenty-four (24) hours.
(7) (A) The owner or any one (1) leaseholder of the property may request removal of a collection receptacle by submitting a written request and sending it to the address listed on the collection receptacle pursuant to subdivision ( l )(1), ( l )(2), or ( l )(3), as applicable. The owner or leaseholder of the property shall also send a copy of the written request to the office of the secretary of state. (B) The person placing the collection receptacle shall remove the collection receptacle as well as any contents left in and around the collection receptacle within thirty (30) days of receiving written notification of removal from the owner or any one (1) leaseholder of the property. (C) If the person placing the collection receptacle fails to remove the collection receptacle following the expiration of the thirty-day period, the owner or any one (1) leaseholder of the property shall have the right, without providing any additional notice to the person who placed the collection receptacle on the property, to take possession of, remove, and dispose of the collection receptacle and the contents thereof without incurring any civil or criminal liability for such actions. Any charges incurred in the removal and disposal of the collection receptacle by the owner or leaseholder of the property shall be invoiced to, and paid by, the person who placed the collection receptacle on the property. (D) Notwithstanding subdivisions ( l )(7)(A)-(C), the owner or any one (1) leaseholder of the property may request immediate removal of a collection receptacle if the person who placed the collection receptacle on the property never received notarized written permission pursuant to subdivision ( l )(5).
(A) The owner or any one (1) leaseholder of the property may request removal of a collection receptacle by submitting a written request and sending it to the address listed on the collection receptacle pursuant to subdivision ( l )(1), ( l )(2), or ( l )(3), as applicable. The owner or leaseholder of the property shall also send a copy of the written request to the office of the secretary of state.
(B) The person placing the collection receptacle shall remove the collection receptacle as well as any contents left in and around the collection receptacle within thirty (30) days of receiving written notification of removal from the owner or any one (1) leaseholder of the property.
(C) If the person placing the collection receptacle fails to remove the collection receptacle following the expiration of the thirty-day period, the owner or any one (1) leaseholder of the property shall have the right, without providing any additional notice to the person who placed the collection receptacle on the property, to take possession of, remove, and dispose of the collection receptacle and the contents thereof without incurring any civil or criminal liability for such actions. Any charges incurred in the removal and disposal of the collection receptacle by the owner or leaseholder of the property shall be invoiced to, and paid by, the person who placed the collection receptacle on the property.
(D) Notwithstanding subdivisions ( l )(7)(A)-(C), the owner or any one (1) leaseholder of the property may request immediate removal of a collection receptacle if the person who placed the collection receptacle on the property never received notarized written permission pursuant to subdivision ( l )(5).
(8) (A) Any violation of subdivisions ( l )(1)-(5) constitutes a solicitation of contributions by unfair, false, misleading, or deceptive means or manner, and may be investigated under § 48-101-514 . (B) The secretary of state may impose a civil penalty of not more than five thousand dollars ($5,000) for any violation of this subsection ( l ). (C) Any person who is sanctioned by the secretary of state for a violation of this subsection ( l ) may seek review of the secretary of state's decision by requesting a contested case hearing, which shall be conducted pursuant to the Uniform Administrative Procedures Act, compiled in title 4, chapter 5. (D) Civil penalties imposed under this subsection ( l ) shall be enforced in the manner prescribed by § 48-101-514 .
(A) Any violation of subdivisions ( l )(1)-(5) constitutes a solicitation of contributions by unfair, false, misleading, or deceptive means or manner, and may be investigated under § 48-101-514 .
(B) The secretary of state may impose a civil penalty of not more than five thousand dollars ($5,000) for any violation of this subsection ( l ).
(C) Any person who is sanctioned by the secretary of state for a violation of this subsection ( l ) may seek review of the secretary of state's decision by requesting a contested case hearing, which shall be conducted pursuant to the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
(D) Civil penalties imposed under this subsection ( l ) shall be enforced in the manner prescribed by § 48-101-514 .
(9) (A) Any owner or leaseholder of the property who suffers loss of money for removing or disposing of any collection receptacle or its contents following the expiration of the thirty-day period referred to in subdivision ( l )(7)(B), or for any violation of subdivision ( l )(6), may bring an action individually to recover actual damages. (B) The action may be brought in a court of competent jurisdiction in the county where the collection receptacle was removed, in the county in which the person who placed the collection receptacle conducts, transacts, or has transacted business, or, if the person who placed the collection receptacle cannot be found in any of the foregoing locations, in the county in which the person who placed the collection receptacle can be found.
(A) Any owner or leaseholder of the property who suffers loss of money for removing or disposing of any collection receptacle or its contents following the expiration of the thirty-day period referred to in subdivision ( l )(7)(B), or for any violation of subdivision ( l )(6), may bring an action individually to recover actual damages.
(B) The action may be brought in a court of competent jurisdiction in the county where the collection receptacle was removed, in the county in which the person who placed the collection receptacle conducts, transacts, or has transacted business, or, if the person who placed the collection receptacle cannot be found in any of the foregoing locations, in the county in which the person who placed the collection receptacle can be found.
(10) A charitable organization or person that is not a charitable organization that places or maintains a collection receptacle for the purpose of collecting donated clothing, household items, or similar goods shall maintain a comprehensive list of the location of every such collection receptacle placed or managed by the organization or person within this state. Such list, along with any written permissions required by subsection (l)(5), must be filed by the charitable organization or person who is not a charitable organization that places or maintains a collection receptacle for the purpose of collecting donated clothing, household items, or similar goods with the secretary of state on forms prescribed by the secretary of state. Such list must be filed on an annual basis, and an updated list must also be filed within fourteen (14) days of the placement of a new bin or the change of a bin's location.
Amended by 2024 Tenn. Acts, ch. 533,s 29, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 28, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 27, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 26, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2017 Tenn. Acts, ch. 146, Secs.s 7, s 8 eff. 4/17/2017.
Amended by 2015 Tenn. Acts, ch. 221, s 1, eff. 7/1/2015.
Acts 1976, ch. 735, § 13; T.C.A., § 48-2213; Acts 1989, ch. 285, §§ 23-29; 1991, ch. 299, § 9; 1993, ch. 252, § 5; 1994, ch. 667, §§ 25-30; T.C.A., § 48-3-513; Acts 2007 , ch. 523, §§ 25-33.
Tenn. Code Ann. § 48-245-101 — TN Code / Title 48 / Chapter 245 / Section 48-245-101
Dissolution
Status: in_force

(a) Dissolution Events. Except as stated in subsection (b) or (c), an LLC is dissolved upon the occurrence of any of the following events: (1) If a period is fixed in the articles for the duration of the LLC, upon the expiration of that period, except that, in the case of a LLC that is administratively dissolved pursuant to § 48-245-301 by reason of the expiration of that period of duration, the LLC may be reinstated pursuant to § 48-245-303 ; (2) By action of the organizers pursuant to § 48-245-201 or by the members pursuant to § 48-245-202 , or upon the occurrence of an event specified in the articles or operating agreement; (3) By order of a court pursuant to § 48-245-901 and § 48-245-902 ; (4) By action of the secretary of state pursuant to § 48-245-302 ; (5) Except as provided in subdivision (a)(6) for LLCs created prior to July 1, 1999, upon the occurrence of any of the following events, unless the articles or operating agreement provide that one or more of the following events will not constitute an event of dissolution: (A) Death of any member; (B) Retirement from membership of any member; (C) Resignation or other withdrawal of any member; (D) Acquisition of a member's complete membership interest by the LLC; (E) Assignment of a member's governance rights under § 48-218-102 which leaves the assignor with no governance rights; (F) Expulsion of any member if expulsion is permitted by the articles; (G) Bankruptcy of any member; (H) Dissolution of any member; (I) Insanity of any member; or (J) The occurrence of any other event that terminates the continued membership of a member in the LLC; (6) For LLCs formed on or after July 1, 1999, or for LLCs formed prior to July 1, 1999, that elect by providing in their articles for the amendments by Acts 1999, ch. 455, regarding dissolution events to apply to such LLC, the LLC shall be dissolved upon the occurrence of: (A) In accordance with § 48-245-202 or any event specified in the articles or operating agreement including, but not limited to, events of withdrawal by a member or action or procedure as set forth in the articles or operating agreement; or (B) A merger in which the LLC is not the surviving organization. (b) Notwithstanding subdivisions (a)(5)(A)-(J), including if and as modified by subsection (c), the LLC is not dissolved and is not required to be wound up by reason of any event that terminates the continued membership of a member if there is at least one (1) remaining member and the existence and business of the LLC are continued by the consent of a majority vote of the remaining members or such greater vote of the remaining members as provided in the articles. Such consent must be obtained no later than ninety (90) days after the dissolution event. The granting of consent is at the discretion of each member and may be unreasonably withheld. (c) Reduction or Elimination of Dissolution Events. (1) With respect to LLCs created prior to July 1, 1999, the articles or operating agreement may specify that none or less than all of the events listed in subdivisions (a)(5)(A)-(J) constitute a dissolution event or events. (2) With respect to LLCs created prior to July 1, 1999, and which do not elect under § 48-245-101(a)(6) to have the amendments by Acts 1999, ch. 455, regarding dissolution events apply, the articles or the operating agreement of a board-managed LLC may provide that the events of dissolution enumerated in subdivisions (a)(5)(A)-(J) may be limited to one (1) or more events that are applicable only to one (1) or more members. (d) Procedures Following Dissolution. An LLC dissolved by one (1) of the dissolution events specified in subsection (a), as modified by subsection (c) if applicable, unless subsection (b) applies, must be wound up and terminated as provided in this chapter. Amended by 2016 Tenn. Acts, ch. 688, s 5, eff. 7/1/2016. Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 76-79; 1999, ch. 346, § 6; 1999, ch. 455, §§ 22 - 31.
(a) Dissolution Events. Except as stated in subsection (b) or (c), an LLC is dissolved upon the occurrence of any of the following events: (1) If a period is fixed in the articles for the duration of the LLC, upon the expiration of that period, except that, in the case of a LLC that is administratively dissolved pursuant to § 48-245-301 by reason of the expiration of that period of duration, the LLC may be reinstated pursuant to § 48-245-303 ; (2) By action of the organizers pursuant to § 48-245-201 or by the members pursuant to § 48-245-202 , or upon the occurrence of an event specified in the articles or operating agreement; (3) By order of a court pursuant to § 48-245-901 and § 48-245-902 ; (4) By action of the secretary of state pursuant to § 48-245-302 ; (5) Except as provided in subdivision (a)(6) for LLCs created prior to July 1, 1999, upon the occurrence of any of the following events, unless the articles or operating agreement provide that one or more of the following events will not constitute an event of dissolution: (A) Death of any member; (B) Retirement from membership of any member; (C) Resignation or other withdrawal of any member; (D) Acquisition of a member's complete membership interest by the LLC; (E) Assignment of a member's governance rights under § 48-218-102 which leaves the assignor with no governance rights; (F) Expulsion of any member if expulsion is permitted by the articles; (G) Bankruptcy of any member; (H) Dissolution of any member; (I) Insanity of any member; or (J) The occurrence of any other event that terminates the continued membership of a member in the LLC; (6) For LLCs formed on or after July 1, 1999, or for LLCs formed prior to July 1, 1999, that elect by providing in their articles for the amendments by Acts 1999, ch. 455, regarding dissolution events to apply to such LLC, the LLC shall be dissolved upon the occurrence of: (A) In accordance with § 48-245-202 or any event specified in the articles or operating agreement including, but not limited to, events of withdrawal by a member or action or procedure as set forth in the articles or operating agreement; or (B) A merger in which the LLC is not the surviving organization.
(1) If a period is fixed in the articles for the duration of the LLC, upon the expiration of that period, except that, in the case of a LLC that is administratively dissolved pursuant to § 48-245-301 by reason of the expiration of that period of duration, the LLC may be reinstated pursuant to § 48-245-303 ;
(2) By action of the organizers pursuant to § 48-245-201 or by the members pursuant to § 48-245-202 , or upon the occurrence of an event specified in the articles or operating agreement;
(3) By order of a court pursuant to § 48-245-901 and § 48-245-902 ;
(4) By action of the secretary of state pursuant to § 48-245-302 ;
(5) Except as provided in subdivision (a)(6) for LLCs created prior to July 1, 1999, upon the occurrence of any of the following events, unless the articles or operating agreement provide that one or more of the following events will not constitute an event of dissolution: (A) Death of any member; (B) Retirement from membership of any member; (C) Resignation or other withdrawal of any member; (D) Acquisition of a member's complete membership interest by the LLC; (E) Assignment of a member's governance rights under § 48-218-102 which leaves the assignor with no governance rights; (F) Expulsion of any member if expulsion is permitted by the articles; (G) Bankruptcy of any member; (H) Dissolution of any member; (I) Insanity of any member; or (J) The occurrence of any other event that terminates the continued membership of a member in the LLC;
(A) Death of any member;
(B) Retirement from membership of any member;
(C) Resignation or other withdrawal of any member;
(D) Acquisition of a member's complete membership interest by the LLC;
(E) Assignment of a member's governance rights under § 48-218-102 which leaves the assignor with no governance rights;
(F) Expulsion of any member if expulsion is permitted by the articles;
(G) Bankruptcy of any member;
(H) Dissolution of any member;
(I) Insanity of any member; or
(J) The occurrence of any other event that terminates the continued membership of a member in the LLC;
(6) For LLCs formed on or after July 1, 1999, or for LLCs formed prior to July 1, 1999, that elect by providing in their articles for the amendments by Acts 1999, ch. 455, regarding dissolution events to apply to such LLC, the LLC shall be dissolved upon the occurrence of: (A) In accordance with § 48-245-202 or any event specified in the articles or operating agreement including, but not limited to, events of withdrawal by a member or action or procedure as set forth in the articles or operating agreement; or (B) A merger in which the LLC is not the surviving organization.
(A) In accordance with § 48-245-202 or any event specified in the articles or operating agreement including, but not limited to, events of withdrawal by a member or action or procedure as set forth in the articles or operating agreement; or
(B) A merger in which the LLC is not the surviving organization.
(b) Notwithstanding subdivisions (a)(5)(A)-(J), including if and as modified by subsection (c), the LLC is not dissolved and is not required to be wound up by reason of any event that terminates the continued membership of a member if there is at least one (1) remaining member and the existence and business of the LLC are continued by the consent of a majority vote of the remaining members or such greater vote of the remaining members as provided in the articles. Such consent must be obtained no later than ninety (90) days after the dissolution event. The granting of consent is at the discretion of each member and may be unreasonably withheld.
(c) Reduction or Elimination of Dissolution Events. (1) With respect to LLCs created prior to July 1, 1999, the articles or operating agreement may specify that none or less than all of the events listed in subdivisions (a)(5)(A)-(J) constitute a dissolution event or events. (2) With respect to LLCs created prior to July 1, 1999, and which do not elect under § 48-245-101(a)(6) to have the amendments by Acts 1999, ch. 455, regarding dissolution events apply, the articles or the operating agreement of a board-managed LLC may provide that the events of dissolution enumerated in subdivisions (a)(5)(A)-(J) may be limited to one (1) or more events that are applicable only to one (1) or more members.
(1) With respect to LLCs created prior to July 1, 1999, the articles or operating agreement may specify that none or less than all of the events listed in subdivisions (a)(5)(A)-(J) constitute a dissolution event or events.
(2) With respect to LLCs created prior to July 1, 1999, and which do not elect under § 48-245-101(a)(6) to have the amendments by Acts 1999, ch. 455, regarding dissolution events apply, the articles or the operating agreement of a board-managed LLC may provide that the events of dissolution enumerated in subdivisions (a)(5)(A)-(J) may be limited to one (1) or more events that are applicable only to one (1) or more members.
(d) Procedures Following Dissolution. An LLC dissolved by one (1) of the dissolution events specified in subsection (a), as modified by subsection (c) if applicable, unless subsection (b) applies, must be wound up and terminated as provided in this chapter.
Amended by 2016 Tenn. Acts, ch. 688, s 5, eff. 7/1/2016.
Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 76-79; 1999, ch. 346, § 6; 1999, ch. 455, §§ 22 - 31.
Tenn. Code Ann. § 48-18-502 — TN Code / Title 48 / Chapter 18 / Section 48-18-502
Authority to indemnify
Status: in_force

(a) Except as provided in subsection (d), a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (1) The individual's conduct was in good faith; and (2) The individual reasonably believed: (A) In the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in its best interest; and (B) In all other cases, that the individual's conduct was at least not opposed to its best interests; and (3) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful. (b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subdivision (a)(2)(B). (c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section. (d) A corporation may not indemnify a director under this section: (1) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (2) In connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director. Acts 1986, ch. 887, § 8.51.
(a) Except as provided in subsection (d), a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (1) The individual's conduct was in good faith; and (2) The individual reasonably believed: (A) In the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in its best interest; and (B) In all other cases, that the individual's conduct was at least not opposed to its best interests; and (3) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful.
(1) The individual's conduct was in good faith; and
(2) The individual reasonably believed: (A) In the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in its best interest; and (B) In all other cases, that the individual's conduct was at least not opposed to its best interests; and
(A) In the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in its best interest; and
(B) In all other cases, that the individual's conduct was at least not opposed to its best interests; and
(3) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subdivision (a)(2)(B).
(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.
(d) A corporation may not indemnify a director under this section: (1) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (2) In connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.
(1) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or
(2) In connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.
Acts 1986, ch. 887, § 8.51.
Tenn. Code Ann. § 48-101-627 — TN Code / Title 48 / Chapter 101 / Section 48-101-627
Foreign professional corporation - Revocation of certificate of authority
Status: in_force

The secretary of state may administratively revoke under chapter 25, part 3 of this title the certificate of authority for a foreign professional corporation authorized to transact business in this state if a licensing authority with jurisdiction over a professional service described in this corporation's charter certifies to the secretary of state that the corporation has violated or is violating a provision of this part and describes the violation in the certificate. Acts 1992, ch. 698, § 1; T.C.A., § 48-3-627.
The secretary of state may administratively revoke under chapter 25, part 3 of this title the certificate of authority for a foreign professional corporation authorized to transact business in this state if a licensing authority with jurisdiction over a professional service described in this corporation's charter certifies to the secretary of state that the corporation has violated or is violating a provision of this part and describes the violation in the certificate.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-627.