Tenn. Code Ann. § 48-249-401 — TN Code / Title 48 / Chapter 249 / Section 48-249-401
Management of LLC
Status: in_force

(a) Member-managed LLC. In a member-managed LLC: (1) Each member has equal rights in the management and conduct of the LLC's business; and (2) Except as otherwise provided in subsection (e) or (f), any matter relating to the business of the LLC shall be decided by a majority vote of the members. (b) Manager-managed LLC. In a manager-managed LLC: (1) Each manager has equal rights in the management and conduct of the LLC's business; (2) Except as otherwise provided in subsection (e) or (f), any matter relating to the business of the LLC shall be exclusively decided by the manager, or, if there is more than one (1) manager, by a majority vote of the managers; and (3) A manager: (A) Shall be designated, appointed, elected, removed, or replaced by a majority vote of the members; (B) Holds office until a successor has been designated, appointed or elected and qualified, unless the manager sooner resigns or is removed; and (C) Need not be a member of the LLC. (c) Director-managed LLC. In a director-managed LLC: (1) All LLC powers shall be exercised under the authority of, and the business and affairs of the LLC shall be managed under the direction of, its board of directors; (2) Except as otherwise provided in subsection (e) or (f), any matter relating to the business of the LLC shall be exclusively decided by the director, or, if there is more than one (1) director, by a majority vote of the directors; and (3) A director: (A) Shall be designated, appointed, elected, removed, or replaced by a majority vote of the members; (B) Holds office until a successor has been designated, appointed or elected and qualified, unless the director sooner resigns or is removed; and (C) Need not be a member of the LLC. (d) President of director-managed LLC. A director-managed LLC shall have a president who is appointed or elected by a majority vote of the directors and is authorized to act as an agent of the LLC under § 48-249-402(d) . (e) Delegation. The LLC documents or the members, managers or directors of an LLC, by a resolution or other writing, may delegate rights and powers to manage and control the business and affairs of the LLC to one (1) or more officers, agents or employees, who need not be members of the LLC; provided, that such delegation is reasonable under the circumstances and made in good faith. (f) When unanimous consent required. The only matters of an LLC's business requiring the consent of all of the members are: (1) The amendment of an LLC's operating agreement, if the LLC documents do not provide for the method by which the operating agreement may be amended, as provided in § 48-249-204(c) ; (2) Any amendment of an LLC's articles of organization that requires approval of all the members under § 48-249-204(c) ; (3) The compromise of an obligation to make a contribution under § 48-249-302(a) ; (4) The compromise, as among members, of an obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter; (5) The admission of a new member, including without limitation by transfer of any of a member's governance rights to any person not a member, as provided in § 48-249-508(b)(3) ; (6) The use of the LLC's property to redeem an interest subject to a charging order; and (7) An election by an LLC formed prior to January 1, 2006, to be governed by this chapter, as provided in § 48-249-1002(b) . (g) Proxies. A member or manager may appoint a proxy to vote or otherwise act for the member or manager, by signing an appointment instrument. Acts 2005, ch. 286, § 1; 2006, ch. 620, § 28.
(a) Member-managed LLC. In a member-managed LLC: (1) Each member has equal rights in the management and conduct of the LLC's business; and (2) Except as otherwise provided in subsection (e) or (f), any matter relating to the business of the LLC shall be decided by a majority vote of the members.
(1) Each member has equal rights in the management and conduct of the LLC's business; and
(2) Except as otherwise provided in subsection (e) or (f), any matter relating to the business of the LLC shall be decided by a majority vote of the members.
(b) Manager-managed LLC. In a manager-managed LLC: (1) Each manager has equal rights in the management and conduct of the LLC's business; (2) Except as otherwise provided in subsection (e) or (f), any matter relating to the business of the LLC shall be exclusively decided by the manager, or, if there is more than one (1) manager, by a majority vote of the managers; and (3) A manager: (A) Shall be designated, appointed, elected, removed, or replaced by a majority vote of the members; (B) Holds office until a successor has been designated, appointed or elected and qualified, unless the manager sooner resigns or is removed; and (C) Need not be a member of the LLC.
(1) Each manager has equal rights in the management and conduct of the LLC's business;
(2) Except as otherwise provided in subsection (e) or (f), any matter relating to the business of the LLC shall be exclusively decided by the manager, or, if there is more than one (1) manager, by a majority vote of the managers; and
(3) A manager: (A) Shall be designated, appointed, elected, removed, or replaced by a majority vote of the members; (B) Holds office until a successor has been designated, appointed or elected and qualified, unless the manager sooner resigns or is removed; and (C) Need not be a member of the LLC.
(A) Shall be designated, appointed, elected, removed, or replaced by a majority vote of the members;
(B) Holds office until a successor has been designated, appointed or elected and qualified, unless the manager sooner resigns or is removed; and
(C) Need not be a member of the LLC.
(c) Director-managed LLC. In a director-managed LLC: (1) All LLC powers shall be exercised under the authority of, and the business and affairs of the LLC shall be managed under the direction of, its board of directors; (2) Except as otherwise provided in subsection (e) or (f), any matter relating to the business of the LLC shall be exclusively decided by the director, or, if there is more than one (1) director, by a majority vote of the directors; and (3) A director: (A) Shall be designated, appointed, elected, removed, or replaced by a majority vote of the members; (B) Holds office until a successor has been designated, appointed or elected and qualified, unless the director sooner resigns or is removed; and (C) Need not be a member of the LLC.
(1) All LLC powers shall be exercised under the authority of, and the business and affairs of the LLC shall be managed under the direction of, its board of directors;
(2) Except as otherwise provided in subsection (e) or (f), any matter relating to the business of the LLC shall be exclusively decided by the director, or, if there is more than one (1) director, by a majority vote of the directors; and
(3) A director: (A) Shall be designated, appointed, elected, removed, or replaced by a majority vote of the members; (B) Holds office until a successor has been designated, appointed or elected and qualified, unless the director sooner resigns or is removed; and (C) Need not be a member of the LLC.
(A) Shall be designated, appointed, elected, removed, or replaced by a majority vote of the members;
(B) Holds office until a successor has been designated, appointed or elected and qualified, unless the director sooner resigns or is removed; and
(C) Need not be a member of the LLC.
(d) President of director-managed LLC. A director-managed LLC shall have a president who is appointed or elected by a majority vote of the directors and is authorized to act as an agent of the LLC under § 48-249-402(d) .
(e) Delegation. The LLC documents or the members, managers or directors of an LLC, by a resolution or other writing, may delegate rights and powers to manage and control the business and affairs of the LLC to one (1) or more officers, agents or employees, who need not be members of the LLC; provided, that such delegation is reasonable under the circumstances and made in good faith.
(f) When unanimous consent required. The only matters of an LLC's business requiring the consent of all of the members are: (1) The amendment of an LLC's operating agreement, if the LLC documents do not provide for the method by which the operating agreement may be amended, as provided in § 48-249-204(c) ; (2) Any amendment of an LLC's articles of organization that requires approval of all the members under § 48-249-204(c) ; (3) The compromise of an obligation to make a contribution under § 48-249-302(a) ; (4) The compromise, as among members, of an obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter; (5) The admission of a new member, including without limitation by transfer of any of a member's governance rights to any person not a member, as provided in § 48-249-508(b)(3) ; (6) The use of the LLC's property to redeem an interest subject to a charging order; and (7) An election by an LLC formed prior to January 1, 2006, to be governed by this chapter, as provided in § 48-249-1002(b) .
(1) The amendment of an LLC's operating agreement, if the LLC documents do not provide for the method by which the operating agreement may be amended, as provided in § 48-249-204(c) ;
(2) Any amendment of an LLC's articles of organization that requires approval of all the members under § 48-249-204(c) ;
(3) The compromise of an obligation to make a contribution under § 48-249-302(a) ;
(4) The compromise, as among members, of an obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter;
(5) The admission of a new member, including without limitation by transfer of any of a member's governance rights to any person not a member, as provided in § 48-249-508(b)(3) ;
(6) The use of the LLC's property to redeem an interest subject to a charging order; and
(7) An election by an LLC formed prior to January 1, 2006, to be governed by this chapter, as provided in § 48-249-1002(b) .
(g) Proxies. A member or manager may appoint a proxy to vote or otherwise act for the member or manager, by signing an appointment instrument.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 28.
Tenn. Code Ann. § 48-231-207 — TN Code / Title 48 / Chapter 231 / Section 48-231-207
Failure to take action
Status: in_force

If the LLC does not effectuate the proposed action that gave rise to the dissenters' rights within two (2) months after the date set for demanding payment, it must send a new dissenters' notice under § 48-231-203 and repeat the payment demand procedure if it effectuates the proposed action. Acts 1994, ch. 868, § 1.
If the LLC does not effectuate the proposed action that gave rise to the dissenters' rights within two (2) months after the date set for demanding payment, it must send a new dissenters' notice under § 48-231-203 and repeat the payment demand procedure if it effectuates the proposed action.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-21-102 — TN Code / Title 48 / Chapter 21 / Section 48-21-102
Merger
Status: in_force

(a) One (1) or more corporations may merge with one (1) or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger, or two (2) or more foreign business corporations or domestic or foreign eligible entities may merge into a new domestic business 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 business corporation, or a foreign eligible entity, may be a party to a merger with a domestic business corporation, or may be created by the terms of the plan of merger, only if the merger is permitted by the laws under which the foreign business corporation or eligible entity is organized or by which it is governed. If the organic law of a domestic eligible entity does not provide procedures for the approval of a merger, a plan of merger may be adopted and approved, the merger effectuated, and dissenters' rights exercised in accordance with the procedures in this chapter and chapter 23 of this title. For the purposes of applying this chapter and chapter 23 of this title: (1) The eligible entity, its members or interest holders, eligible interests, and organic documents taken together shall be deemed to be a domestic business corporation, shareholders, shares and charter, 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 set forth: (1) The name of each domestic or foreign business corporation or eligible entity planning to merge and the name of each domestic or foreign business 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 shares of each merging domestic or foreign business corporation and eligible interest of each merging domestic or foreign eligible entity into shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interest, 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 business or nonprofit corporation or unincorporated is not to be created by the merger, any amendments to the survivor's charter or organic documents; and (5) Any other provision required by the laws 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 § 48-11-301(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 shareholders of a domestic 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 shareholders the plan may not be amended to change: (1) The amount or kind of shares or other securities, eligible interests, obligations, rights to acquire shares, other securities, or eligible interests, cash, or other property to be received under the plan by the shareholders 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 § 48-20-102 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 shareholders 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 . Acts 1986, ch. 887, § 11.01; 1987, ch. 273, § 37; 1994, ch. 776, § 36; T.C.A., § 48-21-101 ; Acts 2012, ch. 1051, § 39.
(a) One (1) or more corporations may merge with one (1) or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger, or two (2) or more foreign business corporations or domestic or foreign eligible entities may merge into a new domestic business 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 business corporation, or a foreign eligible entity, may be a party to a merger with a domestic business corporation, or may be created by the terms of the plan of merger, only if the merger is permitted by the laws under which the foreign business corporation or eligible entity is organized or by which it is governed. If the organic law of a domestic eligible entity does not provide procedures for the approval of a merger, a plan of merger may be adopted and approved, the merger effectuated, and dissenters' rights exercised in accordance with the procedures in this chapter and chapter 23 of this title. For the purposes of applying this chapter and chapter 23 of this title: (1) The eligible entity, its members or interest holders, eligible interests, and organic documents taken together shall be deemed to be a domestic business corporation, shareholders, shares and charter, 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 business corporation, shareholders, shares and charter, 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 set forth: (1) The name of each domestic or foreign business corporation or eligible entity planning to merge and the name of each domestic or foreign business 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 shares of each merging domestic or foreign business corporation and eligible interest of each merging domestic or foreign eligible entity into shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interest, 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 business or nonprofit corporation or unincorporated is not to be created by the merger, any amendments to the survivor's charter or organic documents; and (5) Any other provision required by the laws 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 business corporation or eligible entity planning to merge and the name of each domestic or foreign business 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 shares of each merging domestic or foreign business corporation and eligible interest of each merging domestic or foreign eligible entity into shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interest, 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 business or nonprofit corporation or unincorporated is not to be created by the merger, any amendments to the survivor's charter or organic documents; and
(5) Any other provision required by the laws 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 § 48-11-301(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 shareholders of a domestic 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 shareholders the plan may not be amended to change: (1) The amount or kind of shares or other securities, eligible interests, obligations, rights to acquire shares, other securities, or eligible interests, cash, or other property to be received under the plan by the shareholders 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 § 48-20-102 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 shareholders in any material respect.
(1) The amount or kind of shares or other securities, eligible interests, obligations, rights to acquire shares, other securities, or eligible interests, cash, or other property to be received under the plan by the shareholders 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 § 48-20-102 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 shareholders 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 .
Acts 1986, ch. 887, § 11.01; 1987, ch. 273, § 37; 1994, ch. 776, § 36; T.C.A., § 48-21-101 ; Acts 2012, ch. 1051, § 39.
Tenn. Code Ann. § 48-230-102 — TN Code / Title 48 / Chapter 230 / Section 48-230-102
Complaint
Status: in_force

A complaint in a proceeding brought in the right of an LLC must allege with particularity the demand made, if any, to obtain action by the board of governors or managers and either that the demand was refused or ignored or why the member did not make the demand. Acts 1994, ch. 868, § 1.
A complaint in a proceeding brought in the right of an LLC must allege with particularity the demand made, if any, to obtain action by the board of governors or managers and either that the demand was refused or ignored or why the member did not make the demand.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-62-101 — TN Code / Title 48 / Chapter 62 / Section 48-62-101
Sale of the assets in regular course of activities and mortgage of assets
Status: in_force

(a) A corporation may on the terms and conditions and for the consideration determined by the board of directors: (1) Sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of its activities; (2) Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of the corporation's assets, whether or not in the usual and regular course of business; or (3) Transfer any or all of the corporation's assets to one (1) or more corporations or other entities all of the memberships or interests of which are owned by the corporation. (b) Unless the charter or bylaws requires, approval of the members or any other person of a transaction described in subsection (a) is not required. Amended by 2014 Tenn. Acts, ch. 899,s 73, eff. 1/1/2015. Acts 1987, ch. 242, § 12.01.
(a) A corporation may on the terms and conditions and for the consideration determined by the board of directors: (1) Sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of its activities; (2) Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of the corporation's assets, whether or not in the usual and regular course of business; or (3) Transfer any or all of the corporation's assets to one (1) or more corporations or other entities all of the memberships or interests of which are owned by the corporation.
(1) Sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of its activities;
(2) Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of the corporation's assets, whether or not in the usual and regular course of business; or
(3) Transfer any or all of the corporation's assets to one (1) or more corporations or other entities all of the memberships or interests of which are owned by the corporation.
(b) Unless the charter or bylaws requires, approval of the members or any other person of a transaction described in subsection (a) is not required.
Amended by 2014 Tenn. Acts, ch. 899,s 73, eff. 1/1/2015.
Acts 1987, ch. 242, § 12.01.
Tenn. Code Ann. § 48-58-406 — TN Code / Title 48 / Chapter 58 / Section 48-58-406
Release or assignment of life insurance on officers
Status: in_force

When a corporation, organized under the laws of this state, has caused or shall cause to be insured the life of any director, officer, agent, or employee, or when such corporation is named as a beneficiary in or assignee of any policy of life insurance, due authority to effect, assign, release, relinquish, convert, surrender, change the beneficiary, or to take any other action with reference to such insurance shall be sufficiently evidenced to the insurance company by a written statement to that effect, signed by the president or secretary or other corresponding officer of such corporation. Such statement shall be binding upon such corporation, and any act done or suffered to be done by it upon the faith thereof shall protect the insurance company concerned, without further inquiry into the validity of the corporate authority or the regularity of the corporate proceedings. No person shall be disqualified, by reason of interest in the subject matter, from acting as a director or as a member of the executive committee of such corporation, on any corporate procedure touching such insurance. Acts 1987, ch. 242, § 8.45.
When a corporation, organized under the laws of this state, has caused or shall cause to be insured the life of any director, officer, agent, or employee, or when such corporation is named as a beneficiary in or assignee of any policy of life insurance, due authority to effect, assign, release, relinquish, convert, surrender, change the beneficiary, or to take any other action with reference to such insurance shall be sufficiently evidenced to the insurance company by a written statement to that effect, signed by the president or secretary or other corresponding officer of such corporation. Such statement shall be binding upon such corporation, and any act done or suffered to be done by it upon the faith thereof shall protect the insurance company concerned, without further inquiry into the validity of the corporate authority or the regularity of the corporate proceedings. No person shall be disqualified, by reason of interest in the subject matter, from acting as a director or as a member of the executive committee of such corporation, on any corporate procedure touching such insurance.
Acts 1987, ch. 242, § 8.45.
Tenn. Code Ann. § 48-64-301 — TN Code / Title 48 / Chapter 64 / Section 48-64-301
Grounds for judicial dissolution
Status: in_force

(a) Any court of record with proper venue in accordance with § 48-64-302(a) may dissolve a corporation: (1) In a proceeding by the attorney general and reporter if it is established that the corporation: (A) Obtained its charter through fraud; (B) Has exceeded or abused the authority conferred upon it by law; (C) Has violated any provision of law resulting in the forfeiture of its charter; (D) Has carried on, conducted, or transacted its business or affairs in a persistently fraudulent or illegal manner; (E) Is a public benefit corporation and the corporate assets are being misapplied or wasted; or (F) Is a public benefit corporation and is no longer able to carry out its purposes; provided, that the enumeration of these grounds for dissolution shall not exclude actions or special proceedings by the attorney general and reporter or other state officials for the dissolution of a corporation for other causes as provided in this chapter or in any other statute of this state; (2) In a proceeding by fifty (50) members or members holding five percent (5%) of the voting power, whichever is less, or any person specified in this chapter, if it is established that: (A) The directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be generally conducted because of the deadlock; (B) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (C) The members are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; (D) The corporate assets are being misapplied or wasted; or (E) The corporation is a public benefit corporation and is no longer able to carry out its purposes; (3) In a proceeding by a creditor if it is established that: (A) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (B) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; and (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (b) With respect to actions based on subdivision (a)(2), (a)(3) or (a)(4), prior to dissolving a corporation, the court shall consider whether: (1) There are reasonable alternatives to dissolution; (2) Dissolution is in the public interest, if the corporation is a public benefit corporation; and (3) Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation. Acts 1987, ch. 242, § 14.30; 1989, ch. 445, § 15.
(a) Any court of record with proper venue in accordance with § 48-64-302(a) may dissolve a corporation: (1) In a proceeding by the attorney general and reporter if it is established that the corporation: (A) Obtained its charter through fraud; (B) Has exceeded or abused the authority conferred upon it by law; (C) Has violated any provision of law resulting in the forfeiture of its charter; (D) Has carried on, conducted, or transacted its business or affairs in a persistently fraudulent or illegal manner; (E) Is a public benefit corporation and the corporate assets are being misapplied or wasted; or (F) Is a public benefit corporation and is no longer able to carry out its purposes; provided, that the enumeration of these grounds for dissolution shall not exclude actions or special proceedings by the attorney general and reporter or other state officials for the dissolution of a corporation for other causes as provided in this chapter or in any other statute of this state; (2) In a proceeding by fifty (50) members or members holding five percent (5%) of the voting power, whichever is less, or any person specified in this chapter, if it is established that: (A) The directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be generally conducted because of the deadlock; (B) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (C) The members are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; (D) The corporate assets are being misapplied or wasted; or (E) The corporation is a public benefit corporation and is no longer able to carry out its purposes; (3) In a proceeding by a creditor if it is established that: (A) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (B) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; and (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
(1) In a proceeding by the attorney general and reporter if it is established that the corporation: (A) Obtained its charter through fraud; (B) Has exceeded or abused the authority conferred upon it by law; (C) Has violated any provision of law resulting in the forfeiture of its charter; (D) Has carried on, conducted, or transacted its business or affairs in a persistently fraudulent or illegal manner; (E) Is a public benefit corporation and the corporate assets are being misapplied or wasted; or (F) Is a public benefit corporation and is no longer able to carry out its purposes; provided, that the enumeration of these grounds for dissolution shall not exclude actions or special proceedings by the attorney general and reporter or other state officials for the dissolution of a corporation for other causes as provided in this chapter or in any other statute of this state;
(A) Obtained its charter through fraud;
(B) Has exceeded or abused the authority conferred upon it by law;
(C) Has violated any provision of law resulting in the forfeiture of its charter;
(D) Has carried on, conducted, or transacted its business or affairs in a persistently fraudulent or illegal manner;
(E) Is a public benefit corporation and the corporate assets are being misapplied or wasted; or
(F) Is a public benefit corporation and is no longer able to carry out its purposes; provided, that the enumeration of these grounds for dissolution shall not exclude actions or special proceedings by the attorney general and reporter or other state officials for the dissolution of a corporation for other causes as provided in this chapter or in any other statute of this state;
provided, that the enumeration of these grounds for dissolution shall not exclude actions or special proceedings by the attorney general and reporter or other state officials for the dissolution of a corporation for other causes as provided in this chapter or in any other statute of this state;
(2) In a proceeding by fifty (50) members or members holding five percent (5%) of the voting power, whichever is less, or any person specified in this chapter, if it is established that: (A) The directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be generally conducted because of the deadlock; (B) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (C) The members are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; (D) The corporate assets are being misapplied or wasted; or (E) The corporation is a public benefit corporation and is no longer able to carry out its purposes;
(A) The directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be generally conducted because of the deadlock;
(B) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;
(C) The members are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors;
(D) The corporate assets are being misapplied or wasted; or
(E) The corporation is a public benefit corporation and is no longer able to carry out its purposes;
(3) In a proceeding by a creditor if it is established that: (A) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (B) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; and
(A) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or
(B) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; and
(4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
(b) With respect to actions based on subdivision (a)(2), (a)(3) or (a)(4), prior to dissolving a corporation, the court shall consider whether: (1) There are reasonable alternatives to dissolution; (2) Dissolution is in the public interest, if the corporation is a public benefit corporation; and (3) Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.
(1) There are reasonable alternatives to dissolution;
(2) Dissolution is in the public interest, if the corporation is a public benefit corporation; and
(3) Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.
Acts 1987, ch. 242, § 14.30; 1989, ch. 445, § 15.
Tenn. Code Ann. § 48-25-305 — TN Code / Title 48 / Chapter 25 / Section 48-25-305
Certificate of withdrawal following administrative revocation
Status: in_force

(a) When a foreign corporation, which has had its certificate of authority revoked, wishes to withdraw from the state, it may do so without first being reinstated by delivering to the secretary of state for filing an application for a certificate of withdrawal following administrative revocation of the certificate of authority. The application shall set forth: (1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated; (2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state; (3) That it either continues its registered agent in this state or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state; (4) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(3); and (5) A commitment to notify the secretary of state in the future of any change in its mailing address. (b) The foreign corporation shall provide any additional information in its application requested by the commissioner or the secretary of state in order to determine and assess any unpaid taxes and fees payable under the laws of this state. (c) The secretary of state shall not file an application for a certificate of withdrawal following administrative revocation unless it is accompanied by a tax clearance for termination or withdrawal relative to such foreign corporation. (d) After the withdrawal of the corporation is effective, service of process on the secretary of state or the continued registered agent under this section is service on the foreign corporation. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection (a). Acts 1989, ch. 451, § 31; 2010, ch. 741, § 12.
(a) When a foreign corporation, which has had its certificate of authority revoked, wishes to withdraw from the state, it may do so without first being reinstated by delivering to the secretary of state for filing an application for a certificate of withdrawal following administrative revocation of the certificate of authority. The application shall set forth: (1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated; (2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state; (3) That it either continues its registered agent in this state or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state; (4) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(3); and (5) A commitment to notify the secretary of state in the future of any change in its mailing address.
(1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated;
(2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(3) That it either continues its registered agent in this state or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
(4) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(3); and
(5) A commitment to notify the secretary of state in the future of any change in its mailing address.
(b) The foreign corporation shall provide any additional information in its application requested by the commissioner or the secretary of state in order to determine and assess any unpaid taxes and fees payable under the laws of this state.
(c) The secretary of state shall not file an application for a certificate of withdrawal following administrative revocation unless it is accompanied by a tax clearance for termination or withdrawal relative to such foreign corporation.
(d) After the withdrawal of the corporation is effective, service of process on the secretary of state or the continued registered agent under this section is service on the foreign corporation. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection (a).
Acts 1989, ch. 451, § 31; 2010, ch. 741, § 12.
Tenn. Code Ann. § 48-201-103 — TN Code / Title 48 / Chapter 201 / Section 48-201-103
Applicability
Status: in_force

Chapters 201-248 of this title apply to every LLC for profit now existing or hereafter formed, and to the outstanding and future interests in such LLCs; provided, that if there are other specific statutory provisions which govern the formation of, impose restrictions or requirements on, confer special powers, privileges or authorities on, or fix special procedures or methods for, special categories of LLCs, then to the extent such provisions are inconsistent with or different from chapters 201-248 of this title, such provisions shall prevail. Acts 1994, ch. 868, § 1.
Chapters 201-248 of this title apply to every LLC for profit now existing or hereafter formed, and to the outstanding and future interests in such LLCs; provided, that if there are other specific statutory provisions which govern the formation of, impose restrictions or requirements on, confer special powers, privileges or authorities on, or fix special procedures or methods for, special categories of LLCs, then to the extent such provisions are inconsistent with or different from chapters 201-248 of this title, such provisions shall prevail.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-58-301 — TN Code / Title 48 / Chapter 58 / Section 48-58-301
General standards for directors
Status: in_force

(a) A director shall discharge all duties as a director, including duties as a member of a committee: (1) In good faith; (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) In a manner the director reasonably believes to be in the best interests of the corporation. (b) In discharging such duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) One (1) or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; (2) Legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person's professional or expert competence; (3) A committee of the board of directors of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence; or (4) One (1) or more volunteers of the corporation whom the director reasonably believes to be reliable and competent in the matters presented. (c) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted. (d) A director is not liable for any action taken as a director or any failure to take action, if the director performed the duties of the office in compliance with this section, or if the director is immune from suit under § 48-58-601 . (e) A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limitation, property that may be subject to restrictions imposed by the donor or transferor of such property. (f) In discharging board or committee duties a director must disclose, or cause to be disclosed, to the other board or committee members information not already known by the other board or committee members but known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed by law, a legally enforceable obligation of confidentiality, or a professional ethics rule. (g) A director may rely, in the case of a corporation engaged in religious activity, on religious authorities, religious leaders or other persons whose positions or duties the director reasonably believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented. Amended by 2014 Tenn. Acts, ch. 899,s 38, eff. 1/1/2015. Amended by 2014 Tenn. Acts, ch. 899,s 37, eff. 1/1/2015. Acts 1987, ch. 242, § 8.30.
(a) A director shall discharge all duties as a director, including duties as a member of a committee: (1) In good faith; (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) In a manner the director reasonably believes to be in the best interests of the corporation.
(1) In good faith;
(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3) In a manner the director reasonably believes to be in the best interests of the corporation.
(b) In discharging such duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) One (1) or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; (2) Legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person's professional or expert competence; (3) A committee of the board of directors of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence; or (4) One (1) or more volunteers of the corporation whom the director reasonably believes to be reliable and competent in the matters presented.
(1) One (1) or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(2) Legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person's professional or expert competence;
(3) A committee of the board of directors of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence; or
(4) One (1) or more volunteers of the corporation whom the director reasonably believes to be reliable and competent in the matters presented.
(c) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.
(d) A director is not liable for any action taken as a director or any failure to take action, if the director performed the duties of the office in compliance with this section, or if the director is immune from suit under § 48-58-601 .
(e) A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limitation, property that may be subject to restrictions imposed by the donor or transferor of such property.
(f) In discharging board or committee duties a director must disclose, or cause to be disclosed, to the other board or committee members information not already known by the other board or committee members but known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed by law, a legally enforceable obligation of confidentiality, or a professional ethics rule.
(g) A director may rely, in the case of a corporation engaged in religious activity, on religious authorities, religious leaders or other persons whose positions or duties the director reasonably believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.
Amended by 2014 Tenn. Acts, ch. 899,s 38, eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 37, eff. 1/1/2015.
Acts 1987, ch. 242, § 8.30.
Tenn. Code Ann. § 48-247-102 — TN Code / Title 48 / Chapter 247 / Section 48-247-102
Mandatory forms and filing methods
Status: in_force

(a) Mandatory Forms. The secretary of state may prescribe and furnish forms and filing methods for all filings required by this title. (b) If the secretary of state so requires, then use of these forms and filing methods is mandatory. Amended by 2020 Tenn. Acts, ch. 719, s 16, eff. 6/22/2020. Acts 1994, ch. 868, § 1.
(a) Mandatory Forms. The secretary of state may prescribe and furnish forms and filing methods for all filings required by this title.
(b) If the secretary of state so requires, then use of these forms and filing methods is mandatory.
Amended by 2020 Tenn. Acts, ch. 719, s 16, eff. 6/22/2020.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-249-201 — TN Code / Title 48 / Chapter 249 / Section 48-249-201
Formation
Status: in_force

(a) Formation. One (1) or more persons acting as organizers may form an LLC by filing articles for the LLC with the secretary of state that contain the information required by § 48-249-202 . Unless a delayed effective date, or an occurrence of a future event, is specified in the articles, the LLC is formed and its existence begins when the articles are filed with the secretary of state. Subject to subsection (c), if a delayed effective date, or an occurrence of a future event, is specified in the manner permitted by § 48-249-202(a)(7) , the LLC is formed and its existence begins at the future date specified in the articles, or on the occurrence of the future event specified in the articles, neither of which may be or may occur more than ninety (90) days from the initial filing of the articles. (b) Conclusive proof of formation. If the date of formation is the date of filing of the articles, or a later date specified in the articles at the time of filing, filing of the articles with the secretary of state is conclusive proof that the organizers satisfied all conditions precedent to formation as of the date of filing, or the specified later date, except in a proceeding by the state to cancel or revoke the formation or existence of the LLC, or to dissolve the LLC involuntarily. (c) Certificate of formation. If the date of formation of the LLC is to be the date of a future event specified in the articles, the organizers or any member may, within thirty (30) days after the date the future event occurs, file a certificate of formation that states that the LLC was formed and that sets forth the date of formation. The filing of the certificate of formation with the secretary of state is conclusive proof that the organizers satisfied all conditions precedent to formation, except in a proceeding by the state to cancel or revoke the formation or existence of the LLC, or to dissolve the LLC involuntarily. If a certificate of formation is not filed within one hundred twenty (120) days from the date of initial filing of the articles, the effective date of the formation, and the conclusive effect of the filing, pursuant to this subsection (c), shall be presumed to have occurred on the ninetieth day following the date of filing of the articles. Such presumption, however, may be rebutted. Acts 2005, ch. 286, § 1.
(a) Formation. One (1) or more persons acting as organizers may form an LLC by filing articles for the LLC with the secretary of state that contain the information required by § 48-249-202 . Unless a delayed effective date, or an occurrence of a future event, is specified in the articles, the LLC is formed and its existence begins when the articles are filed with the secretary of state. Subject to subsection (c), if a delayed effective date, or an occurrence of a future event, is specified in the manner permitted by § 48-249-202(a)(7) , the LLC is formed and its existence begins at the future date specified in the articles, or on the occurrence of the future event specified in the articles, neither of which may be or may occur more than ninety (90) days from the initial filing of the articles.
(b) Conclusive proof of formation. If the date of formation is the date of filing of the articles, or a later date specified in the articles at the time of filing, filing of the articles with the secretary of state is conclusive proof that the organizers satisfied all conditions precedent to formation as of the date of filing, or the specified later date, except in a proceeding by the state to cancel or revoke the formation or existence of the LLC, or to dissolve the LLC involuntarily.
(c) Certificate of formation. If the date of formation of the LLC is to be the date of a future event specified in the articles, the organizers or any member may, within thirty (30) days after the date the future event occurs, file a certificate of formation that states that the LLC was formed and that sets forth the date of formation. The filing of the certificate of formation with the secretary of state is conclusive proof that the organizers satisfied all conditions precedent to formation, except in a proceeding by the state to cancel or revoke the formation or existence of the LLC, or to dissolve the LLC involuntarily. If a certificate of formation is not filed within one hundred twenty (120) days from the date of initial filing of the articles, the effective date of the formation, and the conclusive effect of the filing, pursuant to this subsection (c), shall be presumed to have occurred on the ninetieth day following the date of filing of the articles. Such presumption, however, may be rebutted.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-217-101 — TN Code / Title 48 / Chapter 217 / Section 48-217-101
Personal liability
Status: in_force

(a) Limited Liability Rule. (1) Except as provided in subsections (e) and (f), a member, holder of financial interest, governor, manager, employee or other agent of an LLC does not have any personal obligation and is not otherwise personally liable for the acts, debts, liabilities, or obligations of the LLC whether such arise in contract, tort or otherwise. (2) A member, holder of financial interest, governor, manager, employee or other agent of an LLC does not have any personal obligation and is not otherwise personally liable for the acts or omissions of any other member, manager, governor, employee or other agent of the LLC. (3) Notwithstanding subdivisions (a)(1) and (2), a member, holder of financial interest, governor, manager, employee or other agent may become personally liable in contract, tort or otherwise by reason of such person's own acts or conduct. (b) Limited Liability after Dissolution. The limited liability described in subsection (a) continues in full force regardless of any dissolution, winding up, and termination of an LLC. (c) Member Not a Proper Party to Proceeding. A member, holder of financial interest, governor, or manager of an LLC is not a proper party to a proceeding by or against an LLC except: (1) Where the object of the proceeding is to enforce such person's right against or liability to the LLC; (2) In a derivative action brought pursuant to chapters 201-248 of this title, the articles or the operating agreement; or (3) Where the proceeding asserts personal liability of such member, holder of financial interest, governor, or manager as described in subdivision (a)(3). (d) Sales Tax Liability. Notwithstanding any other provision of chapters 201-248 of this title to the contrary, each person, member, or employee required to collect, truthfully account for, and pay over to the department of revenue any tax collected from the customers of an LLC shall be personally liable for such taxes in the same manner as responsible persons of a corporation under § 67-1-1443 . (e) Failure to Follow Formalities Not to Generate Personal Liability. The failure of an LLC to observe the usual company formalities or requirements relating to the exercise of its LLC powers or management of its business is not a ground for imposing personal liability on the members, governors, managers, employees or other agents of the LLC. (f) Voluntary Unlimited Liability. (1) Notwithstanding anything to the contrary in this section, the articles may provide that one (1) or more specifically identified members, as named in the articles, will be personally liable for all of the debts, obligations and liabilities of the LLC and, if so, each such specifically identified member shall be liable to the same extent as a general partner in a general partnership; provided, that: (A) In order to be effective, each member so identified must sign the articles, or an amendment to the articles containing this provision; and (B) Each such member shall continue to be personally liable for debts, obligations and liabilities of the LLC until the articles are amended to strike such member's name, but the amendment must be signed by the chief manager or secretary and any remaining members who continue to be identified in the articles as being personally liable for the debts, obligations and liabilities of the LLC. (2) A member who is identified in the articles as being personally liable has the power, but not necessarily the right, to withdraw from the LLC by filing an amendment to the articles stating that such member has withdrawn from the LLC and will not be liable for any future debts, obligations and liabilities of the LLC; provided, that such an amendment to the articles shall be effective immediately except with respect to parties that have reasonably relied upon the articles naming such person as individually liable for the debts, obligations and liabilities of the LLC. (3) An amendment to the articles filed pursuant to subdivisions (f)(1) and (2) is not effective against such parties reasonably relying upon such articles until the passage of ninety (90) days from the filing of the amendment to the articles. Notwithstanding the preceding, such member or former member will continue to be liable for all debts and obligations of the LLC incurred by the LLC while such member assumed liability. Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 22-24.
(a) Limited Liability Rule. (1) Except as provided in subsections (e) and (f), a member, holder of financial interest, governor, manager, employee or other agent of an LLC does not have any personal obligation and is not otherwise personally liable for the acts, debts, liabilities, or obligations of the LLC whether such arise in contract, tort or otherwise. (2) A member, holder of financial interest, governor, manager, employee or other agent of an LLC does not have any personal obligation and is not otherwise personally liable for the acts or omissions of any other member, manager, governor, employee or other agent of the LLC. (3) Notwithstanding subdivisions (a)(1) and (2), a member, holder of financial interest, governor, manager, employee or other agent may become personally liable in contract, tort or otherwise by reason of such person's own acts or conduct.
(1) Except as provided in subsections (e) and (f), a member, holder of financial interest, governor, manager, employee or other agent of an LLC does not have any personal obligation and is not otherwise personally liable for the acts, debts, liabilities, or obligations of the LLC whether such arise in contract, tort or otherwise.
(2) A member, holder of financial interest, governor, manager, employee or other agent of an LLC does not have any personal obligation and is not otherwise personally liable for the acts or omissions of any other member, manager, governor, employee or other agent of the LLC.
(3) Notwithstanding subdivisions (a)(1) and (2), a member, holder of financial interest, governor, manager, employee or other agent may become personally liable in contract, tort or otherwise by reason of such person's own acts or conduct.
(b) Limited Liability after Dissolution. The limited liability described in subsection (a) continues in full force regardless of any dissolution, winding up, and termination of an LLC.
(c) Member Not a Proper Party to Proceeding. A member, holder of financial interest, governor, or manager of an LLC is not a proper party to a proceeding by or against an LLC except: (1) Where the object of the proceeding is to enforce such person's right against or liability to the LLC; (2) In a derivative action brought pursuant to chapters 201-248 of this title, the articles or the operating agreement; or (3) Where the proceeding asserts personal liability of such member, holder of financial interest, governor, or manager as described in subdivision (a)(3).
(1) Where the object of the proceeding is to enforce such person's right against or liability to the LLC;
(2) In a derivative action brought pursuant to chapters 201-248 of this title, the articles or the operating agreement; or
(3) Where the proceeding asserts personal liability of such member, holder of financial interest, governor, or manager as described in subdivision (a)(3).
(d) Sales Tax Liability. Notwithstanding any other provision of chapters 201-248 of this title to the contrary, each person, member, or employee required to collect, truthfully account for, and pay over to the department of revenue any tax collected from the customers of an LLC shall be personally liable for such taxes in the same manner as responsible persons of a corporation under § 67-1-1443 .
(e) Failure to Follow Formalities Not to Generate Personal Liability. The failure of an LLC to observe the usual company formalities or requirements relating to the exercise of its LLC powers or management of its business is not a ground for imposing personal liability on the members, governors, managers, employees or other agents of the LLC.
(f) Voluntary Unlimited Liability. (1) Notwithstanding anything to the contrary in this section, the articles may provide that one (1) or more specifically identified members, as named in the articles, will be personally liable for all of the debts, obligations and liabilities of the LLC and, if so, each such specifically identified member shall be liable to the same extent as a general partner in a general partnership; provided, that: (A) In order to be effective, each member so identified must sign the articles, or an amendment to the articles containing this provision; and (B) Each such member shall continue to be personally liable for debts, obligations and liabilities of the LLC until the articles are amended to strike such member's name, but the amendment must be signed by the chief manager or secretary and any remaining members who continue to be identified in the articles as being personally liable for the debts, obligations and liabilities of the LLC. (2) A member who is identified in the articles as being personally liable has the power, but not necessarily the right, to withdraw from the LLC by filing an amendment to the articles stating that such member has withdrawn from the LLC and will not be liable for any future debts, obligations and liabilities of the LLC; provided, that such an amendment to the articles shall be effective immediately except with respect to parties that have reasonably relied upon the articles naming such person as individually liable for the debts, obligations and liabilities of the LLC. (3) An amendment to the articles filed pursuant to subdivisions (f)(1) and (2) is not effective against such parties reasonably relying upon such articles until the passage of ninety (90) days from the filing of the amendment to the articles. Notwithstanding the preceding, such member or former member will continue to be liable for all debts and obligations of the LLC incurred by the LLC while such member assumed liability.
(1) Notwithstanding anything to the contrary in this section, the articles may provide that one (1) or more specifically identified members, as named in the articles, will be personally liable for all of the debts, obligations and liabilities of the LLC and, if so, each such specifically identified member shall be liable to the same extent as a general partner in a general partnership; provided, that: (A) In order to be effective, each member so identified must sign the articles, or an amendment to the articles containing this provision; and (B) Each such member shall continue to be personally liable for debts, obligations and liabilities of the LLC until the articles are amended to strike such member's name, but the amendment must be signed by the chief manager or secretary and any remaining members who continue to be identified in the articles as being personally liable for the debts, obligations and liabilities of the LLC.
(A) In order to be effective, each member so identified must sign the articles, or an amendment to the articles containing this provision; and
(B) Each such member shall continue to be personally liable for debts, obligations and liabilities of the LLC until the articles are amended to strike such member's name, but the amendment must be signed by the chief manager or secretary and any remaining members who continue to be identified in the articles as being personally liable for the debts, obligations and liabilities of the LLC.
(2) A member who is identified in the articles as being personally liable has the power, but not necessarily the right, to withdraw from the LLC by filing an amendment to the articles stating that such member has withdrawn from the LLC and will not be liable for any future debts, obligations and liabilities of the LLC; provided, that such an amendment to the articles shall be effective immediately except with respect to parties that have reasonably relied upon the articles naming such person as individually liable for the debts, obligations and liabilities of the LLC.
(3) An amendment to the articles filed pursuant to subdivisions (f)(1) and (2) is not effective against such parties reasonably relying upon such articles until the passage of ninety (90) days from the filing of the amendment to the articles. Notwithstanding the preceding, such member or former member will continue to be liable for all debts and obligations of the LLC incurred by the LLC while such member assumed liability.
Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 22-24.
Tenn. Code Ann. § 48-101-317 — TN Code / Title 48 / Chapter 101 / Section 48-101-317
Transfer of project sites
Status: in_force

Any municipality may acquire a project site by gift, purchase or lease, and may transfer any project site to a corporation by sale, lease, or gift. Such transfer may be authorized by a resolution of the governing body of the municipality without submission of the question to the voters, and without regard to the requirements, restrictions, limitations or other provisions contained in any other general, special or local law. Such project site may be within or without the municipality or partially within and partially without the municipality. Acts 1969, ch. 333, § 17; T.C.A., §§ 48-1917, 48-3-317.
Any municipality may acquire a project site by gift, purchase or lease, and may transfer any project site to a corporation by sale, lease, or gift. Such transfer may be authorized by a resolution of the governing body of the municipality without submission of the question to the voters, and without regard to the requirements, restrictions, limitations or other provisions contained in any other general, special or local law. Such project site may be within or without the municipality or partially within and partially without the municipality.
Acts 1969, ch. 333, § 17; T.C.A., §§ 48-1917, 48-3-317.
Tenn. Code Ann. § 48-249-301 — TN Code / Title 48 / Chapter 249 / Section 48-249-301
Contribution and acceptance
Status: in_force

(a) Permissible forms. A contribution to an LLC may consist of tangible or intangible property or other benefit to the LLC, including money, a promissory note, services performed, or an obligation or agreement to contribute money or property, or to perform services. (b) Signed writing required. A contribution agreement, whether made before or after the formation of the LLC, is not enforceable against the prospective contributor, unless it is in writing and signed by the prospective contributor. (c) Acceptance required. Neither a purported contribution nor an offer of consideration to make a contribution shall be treated as a contribution to an LLC until: (1) The contribution is accepted by the members, in the case of a member-managed LLC, by both the members and the managers, in the case of a manager-managed LLC, or by both the members and the directors, in the case of a director-managed LLC; and (2) The amount and value of the contribution are recorded in the LLC documents or the records of the LLC. (d) Required determinations. The amount, the terms and conditions of payment or performance, and the value and adequacy of the consideration to an LLC for each contribution, shall be determined by the members, in the case of a member-managed LLC, by both the members and the managers, in the case of a manager-managed LLC, or by both the members and the directors, in the case of a director-managed LLC. The determination of the amount, value and adequacy of the consideration to an LLC for a contribution is valid and binding, if made in good faith and on the basis of accounting methods or a fair valuation or other method, including agreement as to value by the contributor and the LLC, as provided in this section, reasonable in the circumstances. Inclusion of the amount of a contribution and the value of the consideration for a contribution in the LLC documents or the records of the LLC is evidence of the acceptance of the amount and the value of a contribution. (e) Required approval. The vote or consent of the members required to accept a contribution shall be the same as the vote or consent required to admit a member under § 48-249-501 . Acts 2005, ch. 286, § 1.
(a) Permissible forms. A contribution to an LLC may consist of tangible or intangible property or other benefit to the LLC, including money, a promissory note, services performed, or an obligation or agreement to contribute money or property, or to perform services.
(b) Signed writing required. A contribution agreement, whether made before or after the formation of the LLC, is not enforceable against the prospective contributor, unless it is in writing and signed by the prospective contributor.
(c) Acceptance required. Neither a purported contribution nor an offer of consideration to make a contribution shall be treated as a contribution to an LLC until: (1) The contribution is accepted by the members, in the case of a member-managed LLC, by both the members and the managers, in the case of a manager-managed LLC, or by both the members and the directors, in the case of a director-managed LLC; and (2) The amount and value of the contribution are recorded in the LLC documents or the records of the LLC.
(1) The contribution is accepted by the members, in the case of a member-managed LLC, by both the members and the managers, in the case of a manager-managed LLC, or by both the members and the directors, in the case of a director-managed LLC; and
(2) The amount and value of the contribution are recorded in the LLC documents or the records of the LLC.
(d) Required determinations. The amount, the terms and conditions of payment or performance, and the value and adequacy of the consideration to an LLC for each contribution, shall be determined by the members, in the case of a member-managed LLC, by both the members and the managers, in the case of a manager-managed LLC, or by both the members and the directors, in the case of a director-managed LLC. The determination of the amount, value and adequacy of the consideration to an LLC for a contribution is valid and binding, if made in good faith and on the basis of accounting methods or a fair valuation or other method, including agreement as to value by the contributor and the LLC, as provided in this section, reasonable in the circumstances. Inclusion of the amount of a contribution and the value of the consideration for a contribution in the LLC documents or the records of the LLC is evidence of the acceptance of the amount and the value of a contribution.
(e) Required approval. The vote or consent of the members required to accept a contribution shall be the same as the vote or consent required to admit a member under § 48-249-501 .
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-11-309 — TN Code / Title 48 / Chapter 11 / Section 48-11-309
Certificate of existence or authorization
Status: in_force

(a) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation authorized to transact business in this state. (b) A certificate of existence or authorization sets forth: (1) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state; (2) That: (A) The domestic corporation is duly incorporated under the laws of this state, the effective date of its incorporation, and the period of its duration if less than perpetual; or (B) The foreign corporation is authorized to transact business in this state; (3) That all fees, taxes and penalties owed to this state have been paid, if: (A) Payment is reflected in the records of the secretary of state or the department of revenue; and (B) Nonpayment allows: (i) Administrative dissolution of a domestic corporation; or (ii) Administrative revocation of the certificate of authority of a foreign corporation; (4) That its most recent annual report required by § 48-26-203 has been filed with the secretary of state; (5) (A) For a domestic corporation: (i) That articles of termination of existence have not been filed; (ii) Whether or not articles of dissolution have been filed and remain effective; (iii) Whether or not a certificate of dissolution has been filed and remains effective; and (iv) That a decree of judicial dissolution has not been filed; (B) For a foreign corporation: (i) That a certificate of withdrawal has not been filed; and (ii) Whether or not a certificate of revocation of certificate of authority has been filed and remains effective; (6) That the certificate is effective as of the date of the issuance of the certificate; and (7) Other facts of record in the office of the secretary of state that may be requested by the applicant. (c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state is effective as of the date on the certificate and may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state and is in good standing. Acts 1986, ch. 887, § 1.38; 1987, ch. 273, § 18; 1991, ch. 188, § 12; 1994, ch. 776, § 5; 2010, ch. 742, § 1; 2011, ch. 99, § 25.
(a) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation authorized to transact business in this state.
(b) A certificate of existence or authorization sets forth: (1) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state; (2) That: (A) The domestic corporation is duly incorporated under the laws of this state, the effective date of its incorporation, and the period of its duration if less than perpetual; or (B) The foreign corporation is authorized to transact business in this state; (3) That all fees, taxes and penalties owed to this state have been paid, if: (A) Payment is reflected in the records of the secretary of state or the department of revenue; and (B) Nonpayment allows: (i) Administrative dissolution of a domestic corporation; or (ii) Administrative revocation of the certificate of authority of a foreign corporation; (4) That its most recent annual report required by § 48-26-203 has been filed with the secretary of state; (5) (A) For a domestic corporation: (i) That articles of termination of existence have not been filed; (ii) Whether or not articles of dissolution have been filed and remain effective; (iii) Whether or not a certificate of dissolution has been filed and remains effective; and (iv) That a decree of judicial dissolution has not been filed; (B) For a foreign corporation: (i) That a certificate of withdrawal has not been filed; and (ii) Whether or not a certificate of revocation of certificate of authority has been filed and remains effective; (6) That the certificate is effective as of the date of the issuance of the certificate; and (7) Other facts of record in the office of the secretary of state that may be requested by the applicant.
(1) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state;
(2) That: (A) The domestic corporation is duly incorporated under the laws of this state, the effective date of its incorporation, and the period of its duration if less than perpetual; or (B) The foreign corporation is authorized to transact business in this state;
(A) The domestic corporation is duly incorporated under the laws of this state, the effective date of its incorporation, and the period of its duration if less than perpetual; or
(B) The foreign corporation is authorized to transact business in this state;
(3) That all fees, taxes and penalties owed to this state have been paid, if: (A) Payment is reflected in the records of the secretary of state or the department of revenue; and (B) Nonpayment allows: (i) Administrative dissolution of a domestic corporation; or (ii) Administrative revocation of the certificate of authority of a foreign corporation;
(A) Payment is reflected in the records of the secretary of state or the department of revenue; and
(B) Nonpayment allows: (i) Administrative dissolution of a domestic corporation; or (ii) Administrative revocation of the certificate of authority of a foreign corporation;
(i) Administrative dissolution of a domestic corporation; or
(ii) Administrative revocation of the certificate of authority of a foreign corporation;
(4) That its most recent annual report required by § 48-26-203 has been filed with the secretary of state;
(5) (A) For a domestic corporation: (i) That articles of termination of existence have not been filed; (ii) Whether or not articles of dissolution have been filed and remain effective; (iii) Whether or not a certificate of dissolution has been filed and remains effective; and (iv) That a decree of judicial dissolution has not been filed; (B) For a foreign corporation: (i) That a certificate of withdrawal has not been filed; and (ii) Whether or not a certificate of revocation of certificate of authority has been filed and remains effective;
(A) For a domestic corporation: (i) That articles of termination of existence have not been filed; (ii) Whether or not articles of dissolution have been filed and remain effective; (iii) Whether or not a certificate of dissolution has been filed and remains effective; and (iv) That a decree of judicial dissolution has not been filed;
(i) That articles of termination of existence have not been filed;
(ii) Whether or not articles of dissolution have been filed and remain effective;
(iii) Whether or not a certificate of dissolution has been filed and remains effective; and
(iv) That a decree of judicial dissolution has not been filed;
(B) For a foreign corporation: (i) That a certificate of withdrawal has not been filed; and (ii) Whether or not a certificate of revocation of certificate of authority has been filed and remains effective;
(i) That a certificate of withdrawal has not been filed; and
(ii) Whether or not a certificate of revocation of certificate of authority has been filed and remains effective;
(6) That the certificate is effective as of the date of the issuance of the certificate; and
(7) Other facts of record in the office of the secretary of state that may be requested by the applicant.
(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state is effective as of the date on the certificate and may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state and is in good standing.
Acts 1986, ch. 887, § 1.38; 1987, ch. 273, § 18; 1991, ch. 188, § 12; 1994, ch. 776, § 5; 2010, ch. 742, § 1; 2011, ch. 99, § 25.
Tenn. Code Ann. § 48-103-204 — TN Code / Title 48 / Chapter 103 / Section 48-103-204
Corporation not liable for resisting merger, exchange, etc
Status: in_force

No resident domestic corporation which has a class of voting stock registered or traded on a national securities exchange or registered with the securities and exchange commission pursuant to § 12(g) of the Exchange Act ( 15 U.S.C. § 78 l (g)), nor any of its officers and directors shall be held liable at law or in equity for either having failed to approve the acquisition of shares by an interested shareholder on or before such interested shareholder's share acquisition date, or for seeking to enforce or implement this part and part 3 of this chapter, or for failing to adopt or recommend any charter or bylaw amendment or provision respecting this part and parts 3-5 of this chapter, or for opposing any proposed merger, exchange, tender offer or significant disposition of the assets of the resident domestic corporation or any subsidiary of such resident domestic corporation because of a good faith belief that such merger, exchange, tender offer or significant disposition of assets would adversely affect the resident domestic corporation's employees, customers, suppliers, the communities in which such resident domestic corporation or its subsidiaries operate or are located or any other relevant factor if such factors, including those factors specifically enumerated in this section, are permitted to be considered by the board of directors under the charter for such resident domestic corporation in connection with a merger, exchange, tender offer or significant disposition of assets. Acts 1988, ch. 500, § 3; T.C.A., § 48-35-204.
No resident domestic corporation which has a class of voting stock registered or traded on a national securities exchange or registered with the securities and exchange commission pursuant to § 12(g) of the Exchange Act ( 15 U.S.C. § 78 l (g)), nor any of its officers and directors shall be held liable at law or in equity for either having failed to approve the acquisition of shares by an interested shareholder on or before such interested shareholder's share acquisition date, or for seeking to enforce or implement this part and part 3 of this chapter, or for failing to adopt or recommend any charter or bylaw amendment or provision respecting this part and parts 3-5 of this chapter, or for opposing any proposed merger, exchange, tender offer or significant disposition of the assets of the resident domestic corporation or any subsidiary of such resident domestic corporation because of a good faith belief that such merger, exchange, tender offer or significant disposition of assets would adversely affect the resident domestic corporation's employees, customers, suppliers, the communities in which such resident domestic corporation or its subsidiaries operate or are located or any other relevant factor if such factors, including those factors specifically enumerated in this section, are permitted to be considered by the board of directors under the charter for such resident domestic corporation in connection with a merger, exchange, tender offer or significant disposition of assets.
Acts 1988, ch. 500, § 3; T.C.A., § 48-35-204.
Tenn. Code Ann. § 48-69-106 — TN Code / Title 48 / Chapter 69 / Section 48-69-106
Purposes of cooperatives - Powers
Status: in_force

(a) A G&T cooperative shall have the following purposes: (1) To supply or furnish at wholesale electric power and energy services to one (1) or more patrons; (2) To own, lease, construct, acquire, operate or otherwise have control, either alone or with others, plants, equipment, facilities, lines and all property necessary to transmit, generate, supply or otherwise furnish electrical energy and power for the needs of its wholesale customers; (3) To supply, furnish or exchange wholesale electrical power, capacity and energy to or with any other entity; (4) To provide management or operating services by contract with any distribution cooperative, energy acquisition corporation or governmental electric system or other cooperatively organized or governmentally-owned utility system; and (5) Other purposes that may be prescribed in the charter of the G&T cooperative to the extent the purposes are for the benefit of the members of the G&T cooperative and are not prohibited by this chapter or any other laws. (b) In addition to the powers set forth in chapter 53 of this title, and subject only to the limitations provided in this chapter, a G&T cooperative shall have the powers to: (1) Have a corporate seal and alter the seal at will; provided, that it need not have, nor shall it for any purpose be necessary for the cooperative to use the seal; (2) Become a member in or stockholder of one (1) or more other nonprofit cooperatives, corporations or other legal entities and to own the other cooperatives, corporations or other legal entities, wholly or in part; (3) Solely on its own, or jointly, as tenant in common or as a partner with one (1) or more other entities, construct, purchase, take, receive, lease as lessee or lessor, or otherwise acquire and own, hold, use, equip, maintain and operate and sell, assign, transfer, convey, exchange, lease back, mortgage, pledge or otherwise dispose of or encumber any and all property, of whatever kind or nature and of whatever estate, real and personal, tangible and intangible, including choses in action; (4) Purchase or otherwise acquire, and own, lease as lessor or lessee, lease back, hold, use, and exercise, and sell, assign, transfer, convey, mortgage, pledge, hypothecate, or otherwise dispose of or encumber, franchises, rights, privileges, licenses, rights-of-way and easements; (5) Incur indebtedness in the form of notes, bonds, loans or other evidence of indebtedness and secure any of its liabilities or obligations by mortgage, pledge, deed of trust or any other encumbrance upon any or all of its then-owned or after-acquired real or personal property, assets, franchises, revenues or income; (6) Make any and all contracts necessary or convenient for the full exercise of the powers in this chapter granted, including, but not limited to, contracts with any person, federal agency or municipality for the purchase or sale of electric power and energy and, in connection with any such electric power and energy contract, stipulate and agree to such covenants, terms and conditions as the board may deem appropriate, including covenants, terms and conditions with respect to resale rates, financial and accounting methods, services, operation and maintenance practices and, consistent with § 48-69-113 , the manner of disposing of the revenues of the properties operated and maintained by the cooperative; (7) Conduct its business and exercise any or all of its powers within or without this state; (8) Adopt, amend, and repeal bylaws; (9) Organize and promote and otherwise foster and participate in, through membership or ownership, including stock ownership, community, regional or statewide or national organizations whose purposes are or include the promotion and assistance of economic, industrial or commercial development that the board of the cooperative determines will, or likely will, result in economic benefits to the cooperative or its members; (10) Do and perform any and all other acts and things and have and exercise any and all other powers that may be necessary, convenient or appropriate to accomplish the cooperative's purpose or purposes; (11) Construct, maintain and operate electric transmission and distribution lines or other conducting facilities along, upon, under and across all public thoroughfares, including, without limitation, all roads, highways, streets, alleys, bridges and causeways, and upon, under and across all publicly owned lands; provided, that the respective authorities having jurisdiction shall consent thereto; provided, further, that such consent shall not be unreasonably withheld or conditioned or withheld or conditioned for the purpose of enabling such an authority to gain competitive advantage with respect to the rendition by itself or any other entity of a service that the cooperative also has a right to render; (12) Without limiting the generality or particularity of subdivisions (b)(1)-(11): (A) Generate, manufacture, purchase, acquire and transmit, and transform, supply, distribute, furnish, deliver, sell and dispose of, electric power and energy; and (B) Condemn either the fee or such other right, title, interest or easement in and to property as the board may deem necessary, and such property or interest in such property may be so acquired, whether or not the property or interest in property is owned or held for public use by corporations, associations, cooperatives or persons having the power of eminent domain, or otherwise held or used for public purposes, and the power of condemnation may be exercised in the mode of procedure prescribed by title 29, chapter 16, in the mode of procedure prescribed by title 65, chapter 22, or in the mode or method of procedure prescribed by any other applicable statutory provisions now in force or hereafter enacted for the exercise of the power of eminent domain; provided, that no property that is owned or held for public use, nor any interest in the property, shall be condemned if, in the judgment of the court the condemnation of the property or interest in the property will obstruct, prevent, burden, interfere with or unduly inconvenience the continued use of the property for the public use to which it is devoted at the time the property is sought to be condemned; provided, further, that where title to any property sought to be condemned is defective, it shall be passed by decree of court; provided, further, that where condemnation proceedings become necessary, the court in which the proceedings are filed shall, upon application by the cooperative and upon the posting of a bond with the clerk of the court in such amount as the court may deem commensurate with the value of the property, order that the right of possession shall issue immediately or as soon and upon such terms as the court, in its discretion, may deem proper and just; but, provided further, that in cases where condemnation of property already devoted to a public use is sought, no order as to right of possession shall issue until it is finally determined that the condemnor is entitled to condemn the property. The power of eminent domain provided by this subdivision (b)(12)(B) shall be supplemental to, not in lieu of or in conflict with, § 48-51-103 ; and (13) Enter into one (1) or more agreements providing for the making of payments in lieu of taxation to any state or local taxing jurisdiction within or outside this state to the extent that the G&T cooperative's wholesale sale of capacity and energy to a member or patron of the G&T cooperative results in a diminution in payments in lieu of taxation from the Tennessee Valley authority to such state and local governments. For purposes of this subdivision (b)(13), "payments in lieu of taxation" means payments made by the Tennessee Valley authority to state and local governments on account of its gross proceeds under § 13 of the Tennessee Valley Authority Act of 1933 ( 16 U.S.C. § 831 l ). All such payments shall be ordinary operating expenses of the G&T cooperative. (c) Neither this chapter nor any other law of this state shall be construed to authorize a G&T cooperative to own or otherwise acquire a legal or beneficial interest in a governmental electric system or in a distribution cooperative, except such interest as the G&T cooperative may acquire as a member-customer of a distribution cooperative. Acts 2009 , ch. 475, § 1; 2010 , ch. 1035, § 2.
(a) A G&T cooperative shall have the following purposes: (1) To supply or furnish at wholesale electric power and energy services to one (1) or more patrons; (2) To own, lease, construct, acquire, operate or otherwise have control, either alone or with others, plants, equipment, facilities, lines and all property necessary to transmit, generate, supply or otherwise furnish electrical energy and power for the needs of its wholesale customers; (3) To supply, furnish or exchange wholesale electrical power, capacity and energy to or with any other entity; (4) To provide management or operating services by contract with any distribution cooperative, energy acquisition corporation or governmental electric system or other cooperatively organized or governmentally-owned utility system; and (5) Other purposes that may be prescribed in the charter of the G&T cooperative to the extent the purposes are for the benefit of the members of the G&T cooperative and are not prohibited by this chapter or any other laws.
(1) To supply or furnish at wholesale electric power and energy services to one (1) or more patrons;
(2) To own, lease, construct, acquire, operate or otherwise have control, either alone or with others, plants, equipment, facilities, lines and all property necessary to transmit, generate, supply or otherwise furnish electrical energy and power for the needs of its wholesale customers;
(3) To supply, furnish or exchange wholesale electrical power, capacity and energy to or with any other entity;
(4) To provide management or operating services by contract with any distribution cooperative, energy acquisition corporation or governmental electric system or other cooperatively organized or governmentally-owned utility system; and
(5) Other purposes that may be prescribed in the charter of the G&T cooperative to the extent the purposes are for the benefit of the members of the G&T cooperative and are not prohibited by this chapter or any other laws.
(b) In addition to the powers set forth in chapter 53 of this title, and subject only to the limitations provided in this chapter, a G&T cooperative shall have the powers to: (1) Have a corporate seal and alter the seal at will; provided, that it need not have, nor shall it for any purpose be necessary for the cooperative to use the seal; (2) Become a member in or stockholder of one (1) or more other nonprofit cooperatives, corporations or other legal entities and to own the other cooperatives, corporations or other legal entities, wholly or in part; (3) Solely on its own, or jointly, as tenant in common or as a partner with one (1) or more other entities, construct, purchase, take, receive, lease as lessee or lessor, or otherwise acquire and own, hold, use, equip, maintain and operate and sell, assign, transfer, convey, exchange, lease back, mortgage, pledge or otherwise dispose of or encumber any and all property, of whatever kind or nature and of whatever estate, real and personal, tangible and intangible, including choses in action; (4) Purchase or otherwise acquire, and own, lease as lessor or lessee, lease back, hold, use, and exercise, and sell, assign, transfer, convey, mortgage, pledge, hypothecate, or otherwise dispose of or encumber, franchises, rights, privileges, licenses, rights-of-way and easements; (5) Incur indebtedness in the form of notes, bonds, loans or other evidence of indebtedness and secure any of its liabilities or obligations by mortgage, pledge, deed of trust or any other encumbrance upon any or all of its then-owned or after-acquired real or personal property, assets, franchises, revenues or income; (6) Make any and all contracts necessary or convenient for the full exercise of the powers in this chapter granted, including, but not limited to, contracts with any person, federal agency or municipality for the purchase or sale of electric power and energy and, in connection with any such electric power and energy contract, stipulate and agree to such covenants, terms and conditions as the board may deem appropriate, including covenants, terms and conditions with respect to resale rates, financial and accounting methods, services, operation and maintenance practices and, consistent with § 48-69-113 , the manner of disposing of the revenues of the properties operated and maintained by the cooperative; (7) Conduct its business and exercise any or all of its powers within or without this state; (8) Adopt, amend, and repeal bylaws; (9) Organize and promote and otherwise foster and participate in, through membership or ownership, including stock ownership, community, regional or statewide or national organizations whose purposes are or include the promotion and assistance of economic, industrial or commercial development that the board of the cooperative determines will, or likely will, result in economic benefits to the cooperative or its members; (10) Do and perform any and all other acts and things and have and exercise any and all other powers that may be necessary, convenient or appropriate to accomplish the cooperative's purpose or purposes; (11) Construct, maintain and operate electric transmission and distribution lines or other conducting facilities along, upon, under and across all public thoroughfares, including, without limitation, all roads, highways, streets, alleys, bridges and causeways, and upon, under and across all publicly owned lands; provided, that the respective authorities having jurisdiction shall consent thereto; provided, further, that such consent shall not be unreasonably withheld or conditioned or withheld or conditioned for the purpose of enabling such an authority to gain competitive advantage with respect to the rendition by itself or any other entity of a service that the cooperative also has a right to render; (12) Without limiting the generality or particularity of subdivisions (b)(1)-(11): (A) Generate, manufacture, purchase, acquire and transmit, and transform, supply, distribute, furnish, deliver, sell and dispose of, electric power and energy; and (B) Condemn either the fee or such other right, title, interest or easement in and to property as the board may deem necessary, and such property or interest in such property may be so acquired, whether or not the property or interest in property is owned or held for public use by corporations, associations, cooperatives or persons having the power of eminent domain, or otherwise held or used for public purposes, and the power of condemnation may be exercised in the mode of procedure prescribed by title 29, chapter 16, in the mode of procedure prescribed by title 65, chapter 22, or in the mode or method of procedure prescribed by any other applicable statutory provisions now in force or hereafter enacted for the exercise of the power of eminent domain; provided, that no property that is owned or held for public use, nor any interest in the property, shall be condemned if, in the judgment of the court the condemnation of the property or interest in the property will obstruct, prevent, burden, interfere with or unduly inconvenience the continued use of the property for the public use to which it is devoted at the time the property is sought to be condemned; provided, further, that where title to any property sought to be condemned is defective, it shall be passed by decree of court; provided, further, that where condemnation proceedings become necessary, the court in which the proceedings are filed shall, upon application by the cooperative and upon the posting of a bond with the clerk of the court in such amount as the court may deem commensurate with the value of the property, order that the right of possession shall issue immediately or as soon and upon such terms as the court, in its discretion, may deem proper and just; but, provided further, that in cases where condemnation of property already devoted to a public use is sought, no order as to right of possession shall issue until it is finally determined that the condemnor is entitled to condemn the property. The power of eminent domain provided by this subdivision (b)(12)(B) shall be supplemental to, not in lieu of or in conflict with, § 48-51-103 ; and (13) Enter into one (1) or more agreements providing for the making of payments in lieu of taxation to any state or local taxing jurisdiction within or outside this state to the extent that the G&T cooperative's wholesale sale of capacity and energy to a member or patron of the G&T cooperative results in a diminution in payments in lieu of taxation from the Tennessee Valley authority to such state and local governments. For purposes of this subdivision (b)(13), "payments in lieu of taxation" means payments made by the Tennessee Valley authority to state and local governments on account of its gross proceeds under § 13 of the Tennessee Valley Authority Act of 1933 ( 16 U.S.C. § 831 l ). All such payments shall be ordinary operating expenses of the G&T cooperative.
(1) Have a corporate seal and alter the seal at will; provided, that it need not have, nor shall it for any purpose be necessary for the cooperative to use the seal;
(2) Become a member in or stockholder of one (1) or more other nonprofit cooperatives, corporations or other legal entities and to own the other cooperatives, corporations or other legal entities, wholly or in part;
(3) Solely on its own, or jointly, as tenant in common or as a partner with one (1) or more other entities, construct, purchase, take, receive, lease as lessee or lessor, or otherwise acquire and own, hold, use, equip, maintain and operate and sell, assign, transfer, convey, exchange, lease back, mortgage, pledge or otherwise dispose of or encumber any and all property, of whatever kind or nature and of whatever estate, real and personal, tangible and intangible, including choses in action;
(4) Purchase or otherwise acquire, and own, lease as lessor or lessee, lease back, hold, use, and exercise, and sell, assign, transfer, convey, mortgage, pledge, hypothecate, or otherwise dispose of or encumber, franchises, rights, privileges, licenses, rights-of-way and easements;
(5) Incur indebtedness in the form of notes, bonds, loans or other evidence of indebtedness and secure any of its liabilities or obligations by mortgage, pledge, deed of trust or any other encumbrance upon any or all of its then-owned or after-acquired real or personal property, assets, franchises, revenues or income;
(6) Make any and all contracts necessary or convenient for the full exercise of the powers in this chapter granted, including, but not limited to, contracts with any person, federal agency or municipality for the purchase or sale of electric power and energy and, in connection with any such electric power and energy contract, stipulate and agree to such covenants, terms and conditions as the board may deem appropriate, including covenants, terms and conditions with respect to resale rates, financial and accounting methods, services, operation and maintenance practices and, consistent with § 48-69-113 , the manner of disposing of the revenues of the properties operated and maintained by the cooperative;
(7) Conduct its business and exercise any or all of its powers within or without this state;
(8) Adopt, amend, and repeal bylaws;
(9) Organize and promote and otherwise foster and participate in, through membership or ownership, including stock ownership, community, regional or statewide or national organizations whose purposes are or include the promotion and assistance of economic, industrial or commercial development that the board of the cooperative determines will, or likely will, result in economic benefits to the cooperative or its members;
(10) Do and perform any and all other acts and things and have and exercise any and all other powers that may be necessary, convenient or appropriate to accomplish the cooperative's purpose or purposes;
(11) Construct, maintain and operate electric transmission and distribution lines or other conducting facilities along, upon, under and across all public thoroughfares, including, without limitation, all roads, highways, streets, alleys, bridges and causeways, and upon, under and across all publicly owned lands; provided, that the respective authorities having jurisdiction shall consent thereto; provided, further, that such consent shall not be unreasonably withheld or conditioned or withheld or conditioned for the purpose of enabling such an authority to gain competitive advantage with respect to the rendition by itself or any other entity of a service that the cooperative also has a right to render;
(12) Without limiting the generality or particularity of subdivisions (b)(1)-(11): (A) Generate, manufacture, purchase, acquire and transmit, and transform, supply, distribute, furnish, deliver, sell and dispose of, electric power and energy; and (B) Condemn either the fee or such other right, title, interest or easement in and to property as the board may deem necessary, and such property or interest in such property may be so acquired, whether or not the property or interest in property is owned or held for public use by corporations, associations, cooperatives or persons having the power of eminent domain, or otherwise held or used for public purposes, and the power of condemnation may be exercised in the mode of procedure prescribed by title 29, chapter 16, in the mode of procedure prescribed by title 65, chapter 22, or in the mode or method of procedure prescribed by any other applicable statutory provisions now in force or hereafter enacted for the exercise of the power of eminent domain; provided, that no property that is owned or held for public use, nor any interest in the property, shall be condemned if, in the judgment of the court the condemnation of the property or interest in the property will obstruct, prevent, burden, interfere with or unduly inconvenience the continued use of the property for the public use to which it is devoted at the time the property is sought to be condemned; provided, further, that where title to any property sought to be condemned is defective, it shall be passed by decree of court; provided, further, that where condemnation proceedings become necessary, the court in which the proceedings are filed shall, upon application by the cooperative and upon the posting of a bond with the clerk of the court in such amount as the court may deem commensurate with the value of the property, order that the right of possession shall issue immediately or as soon and upon such terms as the court, in its discretion, may deem proper and just; but, provided further, that in cases where condemnation of property already devoted to a public use is sought, no order as to right of possession shall issue until it is finally determined that the condemnor is entitled to condemn the property. The power of eminent domain provided by this subdivision (b)(12)(B) shall be supplemental to, not in lieu of or in conflict with, § 48-51-103 ; and
(A) Generate, manufacture, purchase, acquire and transmit, and transform, supply, distribute, furnish, deliver, sell and dispose of, electric power and energy; and
(B) Condemn either the fee or such other right, title, interest or easement in and to property as the board may deem necessary, and such property or interest in such property may be so acquired, whether or not the property or interest in property is owned or held for public use by corporations, associations, cooperatives or persons having the power of eminent domain, or otherwise held or used for public purposes, and the power of condemnation may be exercised in the mode of procedure prescribed by title 29, chapter 16, in the mode of procedure prescribed by title 65, chapter 22, or in the mode or method of procedure prescribed by any other applicable statutory provisions now in force or hereafter enacted for the exercise of the power of eminent domain; provided, that no property that is owned or held for public use, nor any interest in the property, shall be condemned if, in the judgment of the court the condemnation of the property or interest in the property will obstruct, prevent, burden, interfere with or unduly inconvenience the continued use of the property for the public use to which it is devoted at the time the property is sought to be condemned; provided, further, that where title to any property sought to be condemned is defective, it shall be passed by decree of court; provided, further, that where condemnation proceedings become necessary, the court in which the proceedings are filed shall, upon application by the cooperative and upon the posting of a bond with the clerk of the court in such amount as the court may deem commensurate with the value of the property, order that the right of possession shall issue immediately or as soon and upon such terms as the court, in its discretion, may deem proper and just; but, provided further, that in cases where condemnation of property already devoted to a public use is sought, no order as to right of possession shall issue until it is finally determined that the condemnor is entitled to condemn the property. The power of eminent domain provided by this subdivision (b)(12)(B) shall be supplemental to, not in lieu of or in conflict with, § 48-51-103 ; and
(13) Enter into one (1) or more agreements providing for the making of payments in lieu of taxation to any state or local taxing jurisdiction within or outside this state to the extent that the G&T cooperative's wholesale sale of capacity and energy to a member or patron of the G&T cooperative results in a diminution in payments in lieu of taxation from the Tennessee Valley authority to such state and local governments. For purposes of this subdivision (b)(13), "payments in lieu of taxation" means payments made by the Tennessee Valley authority to state and local governments on account of its gross proceeds under § 13 of the Tennessee Valley Authority Act of 1933 ( 16 U.S.C. § 831 l ). All such payments shall be ordinary operating expenses of the G&T cooperative.
(c) Neither this chapter nor any other law of this state shall be construed to authorize a G&T cooperative to own or otherwise acquire a legal or beneficial interest in a governmental electric system or in a distribution cooperative, except such interest as the G&T cooperative may acquire as a member-customer of a distribution cooperative.
Acts 2009 , ch. 475, § 1; 2010 , ch. 1035, § 2.
Tenn. Code Ann. § 48-249-604 — TN Code / Title 48 / Chapter 249 / Section 48-249-604
Grounds for administrative dissolution
Status: in_force

The secretary of state may commence a proceeding under § 48-249-605 , to administratively dissolve the LLC, if: (1) The LLC does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due; (2) The LLC is without a registered agent or registered office in this state for two (2) months or more; (3) The name of an LLC contained in a document filed under this chapter fails to comply with § 48-249-106 ; (4) The LLC does not notify the secretary of state within two (2) months that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; (5) The LLC submits to the secretary of state's office a check, bank draft, money order or other such instrument, for payment of any fee and it is dishonored upon presentation for payment; (6) A director, officer, manager, member or other representative of an LLC signed a document such person knew was false in any material respect, with the intent that the document be filed with the secretary of state; or (7) A period is fixed in the articles of organization for the duration of the LLC, upon the expiration of that period, but if no such period is set forth in the articles, then the LLC shall have a perpetual existence. Amended by 2016 Tenn. Acts, ch. 688,s 10, eff. 7/1/2016. Acts 2005, ch. 286, § 1.
The secretary of state may commence a proceeding under § 48-249-605 , to administratively dissolve the LLC, if:
(1) The LLC does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due;
(2) The LLC is without a registered agent or registered office in this state for two (2) months or more;
(3) The name of an LLC contained in a document filed under this chapter fails to comply with § 48-249-106 ;
(4) The LLC does not notify the secretary of state within two (2) months that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;
(5) The LLC submits to the secretary of state's office a check, bank draft, money order or other such instrument, for payment of any fee and it is dishonored upon presentation for payment;
(6) A director, officer, manager, member or other representative of an LLC signed a document such person knew was false in any material respect, with the intent that the document be filed with the secretary of state; or
(7) A period is fixed in the articles of organization for the duration of the LLC, upon the expiration of that period, but if no such period is set forth in the articles, then the LLC shall have a perpetual existence.
Amended by 2016 Tenn. Acts, ch. 688,s 10, eff. 7/1/2016.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-101-301 — TN Code / Title 48 / Chapter 101 / Section 48-101-301
Part definitions
Status: in_force

As used in this part, unless the context otherwise requires: (1) "Bonds" means bonds, notes, interim certificates, or other obligations of a corporation issued pursuant to this part; (2) "Clinic," except in the context of a hospital-based facility, means a not for profit, out-patient, nonhospital facility providing: (A) Primary health care; (B) Dental care; (C) Eye care; (D) Child delivery or birthing facilities; or (E) Any other out-patient healthcare service; (3) "Contracting party" or "other contracting party" means any party to a sale contract or loan agreement except the corporation; (4) "Corporation" means any corporation organized pursuant to this part; (5) "Educational institutions for individuals with physical and/or intellectual disability" means any institution organized for-profit or not for profit authorized by law to provide a program for educating and training individuals with physical and/or intellectual disability; (6) "Enterprise" means the health, educational or housing operations to be carried on with the facilities of a project; (7) "Governing body" means the legislative body of a county or the board or other body in which the general legislative powers of a city or town are vested; (8) "Hospital institution" means any city, county, metropolitan government, or other local governmental entity, or any institution organized for-profit or not for profit authorized by law to provide congregate elderly facilities or extended care, hospital, or nursing home facilities in this state, or any finance subsidiary of such hospital institution; (9) "Housing" means any multi-family housing facilities to be occupied by persons of low and/or moderate income, and/or elderly, and/or handicapped persons as may be determined by the board of directors, which determination shall be conclusive; (10) "Institution for higher education" means any institution organized for-profit or not for profit authorized by law to provide a program of education at the primary level, secondary level or beyond the secondary level in this state; (11) "Lease" includes a lease containing an option to purchase the project for a nominal sum upon payment in full, or provision therefor, of all bonds issued in connection with the project and all interest thereon and all other expenses in connection with the project, and a lease containing an option to purchase the project at any time, as provided therein, upon payment of the purchase price which shall be sufficient to pay all bonds issued in connection with the project and all interest thereon and all other expenses incurred in connection with the project, but which payment may be made in the form of one (1) or more notes, debentures, bonds, or other secured or unsecured debt obligations of the lessee providing for timely payments, including, but not limited to, interest thereon sufficient for such purposes and delivered to the corporation or to the trustee under the indenture pursuant to which the bonds were issued; (12) "Loan agreement" means an agreement providing for a corporation to loan the proceeds derived from the issuance of bonds pursuant to this part to one (1) or more contracting parties to be used to pay the cost of one (1) or more projects and providing for the repayment of such loan by the other contracting party or parties, and which may provide for such loans to be secured or evidenced by one (1) or more notes, debentures, bonds or other secured or unsecured debt obligations of the contracting party or parties, delivered to the corporation or to the trustee under the indenture pursuant to which the bonds were issued; (13) "Multi-family housing facilities" or "Multi-family residential units" for a project in the case of a housing facility may include or consist of single family structures, on contiguous or non contiguous sites for such a project located in counties having a population in excess of eight hundred thousand (800,000), according to the 1990 federal census or any subsequent federal census; (14) "Municipality" means any county or incorporated city or town in this state with respect to which a corporation may be organized; (15) (A) "Project," in the case of an institution for higher education, means a structure, facility, machinery, equipment or other property suitable for use by an institution for higher education in connection with its operations or proposed operations, including, but not limited to, a site therefor, an academic facility, administrative facility, agricultural facility, assembly hall, athletic facility, auditorium, campus, communication facility, computer facility, continuing education facility, classroom, dining hall, dormitory, exhibition hall, firefighting facility, fire prevention facility, food service and preparation facility, gymnasium, health care facility, hospital, housing, laboratory, laundry, maintenance facility, medical facility, museum, offices, parking area, physical education facility, recreational facility, research facility, storage facility, student union, study facility, theatre, utility or any combination of the foregoing; (B) "Project," in the case of a private institution for higher education, also means, if such institution is organized not for profit, costs and expenses incurred by such institution in connection with the operation thereof, including, but not necessarily limited to, maintenance costs, heating and lighting expenditures, repair and replacement expenses, faculty salaries and administrative costs and expenses; provided, that any agreements entered into between the corporation and the institution as security for the payment of principal and interest on bonds issued to finance such a project must require that a borrowing institution shall repay all amounts received by it for such projects within two (2) years from the date such funds are received by it; provided, that the foregoing two-year limitation shall not apply in the case of bonds issued for the purpose of refinancing, or reimbursing, costs and expenses incurred by a private institution for higher education in connection with the operation by it of hospital and related facilities for the training of students enrolled in its medical education program; and provided further, that bonds for such refinancing or reimbursement purpose are not to be issued after July 1, 1994, but bonds, if any, issued for such purpose before such date shall, if issued in compliance with the other provisions hereof, be and remain valid, from and after such issuance termination date and shall not in any manner be limited or affected by such termination of issuance authority; provided, that the foregoing two-year limitation shall not apply in the case of bonds issued for the purpose of refinancing, or reimbursing, costs and expenses incurred by a private institution for higher education in connection with the operation by it of hospital and related facilities for the training of students enrolled in its medical education program; and provided further, that bonds for such refinancing or reimbursement purpose shall not be issued after July 1, 1995, but bonds, if any, issued for each purpose before such date shall, if issued in compliance with the other provisions hereof, be and remain valid, from and after such issuance termination date and shall not in any manner be limited or affected by such termination of issuance authority; (C) "Project" shall also include loans to a nonprofit corporation by any corporation receiving from the Tennessee state school bond authority pursuant to § 49-3-1210 allocation for the issuance of Qualified Zone Academy Bonds within the meaning of § 1397E of the Internal Revenue Code of 1986 ( 26 U.S.C. § 1397E ) [repealed], when the proceeds of which are granted to or spent on behalf of one or more public institutions for higher education to pay costs of developing course materials for education and to train teachers and other school personnel. Such nonprofit corporation shall be deemed an institution for higher education for purposes of this part; (D) "Project," in the case of a hospital institution, means a structure, facility, machinery, equipment or other property suitable for use by a hospital institution in connection with its operations or proposed operations, including, without limitation, a site therefor, a communication facility, clinic, computer facility, congregate elderly facilities, dining hall, elderly housing, extended care facilities, firefighting facility, fire prevention facility, food service and preparation facility, health care facility, hospital, interns' residence, laboratory, laundry, maintenance facility, nurses' residence, nursing home, nonprofit home for the aged, nursing school, offices, parking area, pharmacy, recreational facility, research facility, storage facility, utility, x-ray facility, or any combination of the foregoing; and, also, funds to be used by any hospital institution organized not for profit in connection with the operation thereof, including, but not limited to, maintenance and supply costs, heating, lighting and other utility expenditures, repair and replacement expenses, employee compensation and administrative costs and expenses; furthermore, in the case of a hospital institution, "project" means the purchase of the accounts receivable of any hospital institution; (E) "Project," in the case of an educational facility for individuals with physical and/or intellectual disability, means a structure, facility, machinery, equipment or other property suitable for use by an educational facility for individuals with physical and/or intellectual disability in connection with its operation or proposed operations, including, without limitation, a site therefor, an academic facility, administrative facility, assembly halls, athletic facility, auditorium, campus, communications facility, continuing education facility, classrooms, dining halls, dormitory, exhibition halls, firefighting and fire prevention facility, food service and preparation facility, gymnasium, health care facility, hospital, housing, laboratory, laundry, maintenance facility, medical facilities, museum, offices, parking area, physical education facility, recreation facility, research facilities, storage, student union, study facility, theatre, utility, residence halls, or any combination of the foregoing; (F) "Project" also means a structure, facility, machinery, equipment or other property suitable for use by a not for profit blood bank or blood center in connection with its operations or proposed operations; (G) "Project," in the case of a housing facility, means a structure, facility, machinery, equipment or other property suitable for use by a housing facility in connection with its operation or proposed operations, including, but not limited to, a site therefor, multi-family residential units, administrative facility, assembly halls, athletic facility, communications facility, dining and food service and preparation facility, gymnasium, health care facility, laundry, maintenance facility, parking area, recreation facility, storage, theatre, utility, or any combination of the foregoing; (H) "Project," in the case of a housing facility, also means single family residential units for purchase where such units are financed by a for-profit, not-for-profit or governmental entity or any combination of such entities where payments to affected tax jurisdictions are made in lieu of property taxes in amounts equal to the property taxes which would be due if the property were fully taxable, and the bonds or notes for such financing shall: (i) Be purchased, guaranteed, or otherwise supported by a government sponsored mortgage entity participating in the residential mortgages market that are formed under a federal charter, whether owned by the federal government or by stockholders; and (ii) Not be exempt from taxation under the Internal Revenue Code of 1986 (26 U.S.C.); and (I) "Project," in the case of a clinic, means a structure, facility, machinery, equipment or other property suitable for use by a clinic, including, without limitation, supporting facilities, including a site therefor, a computer facility, a laboratory, a maintenance facility, administrative offices, parking facilities, x-ray facilities, facilities for specialized diagnostic or out-patient treatment or any combination of the foregoing; and, funds to be used by any such clinic in connection with the operation thereof, including, but not limited to, maintenance and supply costs, heating, lighting and other utility expenditures, repair and replacement expenses, employee compensation and administrative costs and expenses; furthermore, in the case of a clinic, "project" means the purchase of the accounts receivable of any aforedescribed institution; (16) "Revenues" of a project, or derived from a project, include payments under a lease or sale contract and repayments under a loan agreement, or under notes, debentures, bonds and other secured or unsecured debt obligations of a lessee or contracting party delivered as herein provided; and (17) "Sale contract" means a contract providing for the sale of one (1) or more projects to one (1) or more contracting parties and includes a contract providing for payment of the purchase price in one (1) or more installments. If the sale contract permits title to the project to pass to the other contracting party or parties prior to payment in full of the entire purchase price, it shall also provide for the other contracting party or parties to deliver to the corporation or to the trustee under the indenture pursuant to which the bonds were issued one (1) or more notes, debentures, bonds or other secured or unsecured debt obligations of such contracting party or parties providing for timely payments, including, without limitation, interest thereon for the balance of the purchase price at or prior to the passage of such title. Acts 1969, ch. 333, § 1; 1971, ch. 413, §§ 1-4; 1975, ch. 16, § 1; 1975, ch. 29, §§ 1, 2; 1975, ch. 262, § 1; 1976, ch. 514, § 1; impl. am. Acts 1978, ch. 934, §§ 7, 36; 1982, ch. 629, § 1; 1982, ch. 947, § 2; 1983, ch. 76, § 1; 1983, ch. 187, § 1; T.C.A., § 48-1901; Acts 1985, ch. 243, § 1; 1985, ch. 307, § 1; 1988, ch. 1014, §§ 1, 2; 1990, ch. 1086, §§ 1, 2; 1993, ch. 427, § 1; 1994, ch. 912, § 1; T.C.A., § 48-3-301; Acts 1999, ch. 41, § 1; 2000, ch. 979, § 1; 2000, ch. 986, §§ 1 - 3; 2001, ch. 373, § 1; 2010 , ch. 977, §§ 1, 2; 2011 , ch. 158, § 21.
As used in this part, unless the context otherwise requires:
(1) "Bonds" means bonds, notes, interim certificates, or other obligations of a corporation issued pursuant to this part;
(2) "Clinic," except in the context of a hospital-based facility, means a not for profit, out-patient, nonhospital facility providing: (A) Primary health care; (B) Dental care; (C) Eye care; (D) Child delivery or birthing facilities; or (E) Any other out-patient healthcare service;
(A) Primary health care;
(B) Dental care;
(C) Eye care;
(D) Child delivery or birthing facilities; or
(E) Any other out-patient healthcare service;
(3) "Contracting party" or "other contracting party" means any party to a sale contract or loan agreement except the corporation;
(4) "Corporation" means any corporation organized pursuant to this part;
(5) "Educational institutions for individuals with physical and/or intellectual disability" means any institution organized for-profit or not for profit authorized by law to provide a program for educating and training individuals with physical and/or intellectual disability;
(6) "Enterprise" means the health, educational or housing operations to be carried on with the facilities of a project;
(7) "Governing body" means the legislative body of a county or the board or other body in which the general legislative powers of a city or town are vested;
(8) "Hospital institution" means any city, county, metropolitan government, or other local governmental entity, or any institution organized for-profit or not for profit authorized by law to provide congregate elderly facilities or extended care, hospital, or nursing home facilities in this state, or any finance subsidiary of such hospital institution;
(9) "Housing" means any multi-family housing facilities to be occupied by persons of low and/or moderate income, and/or elderly, and/or handicapped persons as may be determined by the board of directors, which determination shall be conclusive;
(10) "Institution for higher education" means any institution organized for-profit or not for profit authorized by law to provide a program of education at the primary level, secondary level or beyond the secondary level in this state;
(11) "Lease" includes a lease containing an option to purchase the project for a nominal sum upon payment in full, or provision therefor, of all bonds issued in connection with the project and all interest thereon and all other expenses in connection with the project, and a lease containing an option to purchase the project at any time, as provided therein, upon payment of the purchase price which shall be sufficient to pay all bonds issued in connection with the project and all interest thereon and all other expenses incurred in connection with the project, but which payment may be made in the form of one (1) or more notes, debentures, bonds, or other secured or unsecured debt obligations of the lessee providing for timely payments, including, but not limited to, interest thereon sufficient for such purposes and delivered to the corporation or to the trustee under the indenture pursuant to which the bonds were issued;
(12) "Loan agreement" means an agreement providing for a corporation to loan the proceeds derived from the issuance of bonds pursuant to this part to one (1) or more contracting parties to be used to pay the cost of one (1) or more projects and providing for the repayment of such loan by the other contracting party or parties, and which may provide for such loans to be secured or evidenced by one (1) or more notes, debentures, bonds or other secured or unsecured debt obligations of the contracting party or parties, delivered to the corporation or to the trustee under the indenture pursuant to which the bonds were issued;
(13) "Multi-family housing facilities" or "Multi-family residential units" for a project in the case of a housing facility may include or consist of single family structures, on contiguous or non contiguous sites for such a project located in counties having a population in excess of eight hundred thousand (800,000), according to the 1990 federal census or any subsequent federal census;
(14) "Municipality" means any county or incorporated city or town in this state with respect to which a corporation may be organized;
(15) (A) "Project," in the case of an institution for higher education, means a structure, facility, machinery, equipment or other property suitable for use by an institution for higher education in connection with its operations or proposed operations, including, but not limited to, a site therefor, an academic facility, administrative facility, agricultural facility, assembly hall, athletic facility, auditorium, campus, communication facility, computer facility, continuing education facility, classroom, dining hall, dormitory, exhibition hall, firefighting facility, fire prevention facility, food service and preparation facility, gymnasium, health care facility, hospital, housing, laboratory, laundry, maintenance facility, medical facility, museum, offices, parking area, physical education facility, recreational facility, research facility, storage facility, student union, study facility, theatre, utility or any combination of the foregoing; (B) "Project," in the case of a private institution for higher education, also means, if such institution is organized not for profit, costs and expenses incurred by such institution in connection with the operation thereof, including, but not necessarily limited to, maintenance costs, heating and lighting expenditures, repair and replacement expenses, faculty salaries and administrative costs and expenses; provided, that any agreements entered into between the corporation and the institution as security for the payment of principal and interest on bonds issued to finance such a project must require that a borrowing institution shall repay all amounts received by it for such projects within two (2) years from the date such funds are received by it; provided, that the foregoing two-year limitation shall not apply in the case of bonds issued for the purpose of refinancing, or reimbursing, costs and expenses incurred by a private institution for higher education in connection with the operation by it of hospital and related facilities for the training of students enrolled in its medical education program; and provided further, that bonds for such refinancing or reimbursement purpose are not to be issued after July 1, 1994, but bonds, if any, issued for such purpose before such date shall, if issued in compliance with the other provisions hereof, be and remain valid, from and after such issuance termination date and shall not in any manner be limited or affected by such termination of issuance authority; provided, that the foregoing two-year limitation shall not apply in the case of bonds issued for the purpose of refinancing, or reimbursing, costs and expenses incurred by a private institution for higher education in connection with the operation by it of hospital and related facilities for the training of students enrolled in its medical education program; and provided further, that bonds for such refinancing or reimbursement purpose shall not be issued after July 1, 1995, but bonds, if any, issued for each purpose before such date shall, if issued in compliance with the other provisions hereof, be and remain valid, from and after such issuance termination date and shall not in any manner be limited or affected by such termination of issuance authority; (C) "Project" shall also include loans to a nonprofit corporation by any corporation receiving from the Tennessee state school bond authority pursuant to § 49-3-1210 allocation for the issuance of Qualified Zone Academy Bonds within the meaning of § 1397E of the Internal Revenue Code of 1986 ( 26 U.S.C. § 1397E ) [repealed], when the proceeds of which are granted to or spent on behalf of one or more public institutions for higher education to pay costs of developing course materials for education and to train teachers and other school personnel. Such nonprofit corporation shall be deemed an institution for higher education for purposes of this part; (D) "Project," in the case of a hospital institution, means a structure, facility, machinery, equipment or other property suitable for use by a hospital institution in connection with its operations or proposed operations, including, without limitation, a site therefor, a communication facility, clinic, computer facility, congregate elderly facilities, dining hall, elderly housing, extended care facilities, firefighting facility, fire prevention facility, food service and preparation facility, health care facility, hospital, interns' residence, laboratory, laundry, maintenance facility, nurses' residence, nursing home, nonprofit home for the aged, nursing school, offices, parking area, pharmacy, recreational facility, research facility, storage facility, utility, x-ray facility, or any combination of the foregoing; and, also, funds to be used by any hospital institution organized not for profit in connection with the operation thereof, including, but not limited to, maintenance and supply costs, heating, lighting and other utility expenditures, repair and replacement expenses, employee compensation and administrative costs and expenses; furthermore, in the case of a hospital institution, "project" means the purchase of the accounts receivable of any hospital institution; (E) "Project," in the case of an educational facility for individuals with physical and/or intellectual disability, means a structure, facility, machinery, equipment or other property suitable for use by an educational facility for individuals with physical and/or intellectual disability in connection with its operation or proposed operations, including, without limitation, a site therefor, an academic facility, administrative facility, assembly halls, athletic facility, auditorium, campus, communications facility, continuing education facility, classrooms, dining halls, dormitory, exhibition halls, firefighting and fire prevention facility, food service and preparation facility, gymnasium, health care facility, hospital, housing, laboratory, laundry, maintenance facility, medical facilities, museum, offices, parking area, physical education facility, recreation facility, research facilities, storage, student union, study facility, theatre, utility, residence halls, or any combination of the foregoing; (F) "Project" also means a structure, facility, machinery, equipment or other property suitable for use by a not for profit blood bank or blood center in connection with its operations or proposed operations; (G) "Project," in the case of a housing facility, means a structure, facility, machinery, equipment or other property suitable for use by a housing facility in connection with its operation or proposed operations, including, but not limited to, a site therefor, multi-family residential units, administrative facility, assembly halls, athletic facility, communications facility, dining and food service and preparation facility, gymnasium, health care facility, laundry, maintenance facility, parking area, recreation facility, storage, theatre, utility, or any combination of the foregoing; (H) "Project," in the case of a housing facility, also means single family residential units for purchase where such units are financed by a for-profit, not-for-profit or governmental entity or any combination of such entities where payments to affected tax jurisdictions are made in lieu of property taxes in amounts equal to the property taxes which would be due if the property were fully taxable, and the bonds or notes for such financing shall: (i) Be purchased, guaranteed, or otherwise supported by a government sponsored mortgage entity participating in the residential mortgages market that are formed under a federal charter, whether owned by the federal government or by stockholders; and (ii) Not be exempt from taxation under the Internal Revenue Code of 1986 (26 U.S.C.); and (I) "Project," in the case of a clinic, means a structure, facility, machinery, equipment or other property suitable for use by a clinic, including, without limitation, supporting facilities, including a site therefor, a computer facility, a laboratory, a maintenance facility, administrative offices, parking facilities, x-ray facilities, facilities for specialized diagnostic or out-patient treatment or any combination of the foregoing; and, funds to be used by any such clinic in connection with the operation thereof, including, but not limited to, maintenance and supply costs, heating, lighting and other utility expenditures, repair and replacement expenses, employee compensation and administrative costs and expenses; furthermore, in the case of a clinic, "project" means the purchase of the accounts receivable of any aforedescribed institution;
(A) "Project," in the case of an institution for higher education, means a structure, facility, machinery, equipment or other property suitable for use by an institution for higher education in connection with its operations or proposed operations, including, but not limited to, a site therefor, an academic facility, administrative facility, agricultural facility, assembly hall, athletic facility, auditorium, campus, communication facility, computer facility, continuing education facility, classroom, dining hall, dormitory, exhibition hall, firefighting facility, fire prevention facility, food service and preparation facility, gymnasium, health care facility, hospital, housing, laboratory, laundry, maintenance facility, medical facility, museum, offices, parking area, physical education facility, recreational facility, research facility, storage facility, student union, study facility, theatre, utility or any combination of the foregoing;
(B) "Project," in the case of a private institution for higher education, also means, if such institution is organized not for profit, costs and expenses incurred by such institution in connection with the operation thereof, including, but not necessarily limited to, maintenance costs, heating and lighting expenditures, repair and replacement expenses, faculty salaries and administrative costs and expenses; provided, that any agreements entered into between the corporation and the institution as security for the payment of principal and interest on bonds issued to finance such a project must require that a borrowing institution shall repay all amounts received by it for such projects within two (2) years from the date such funds are received by it; provided, that the foregoing two-year limitation shall not apply in the case of bonds issued for the purpose of refinancing, or reimbursing, costs and expenses incurred by a private institution for higher education in connection with the operation by it of hospital and related facilities for the training of students enrolled in its medical education program; and provided further, that bonds for such refinancing or reimbursement purpose are not to be issued after July 1, 1994, but bonds, if any, issued for such purpose before such date shall, if issued in compliance with the other provisions hereof, be and remain valid, from and after such issuance termination date and shall not in any manner be limited or affected by such termination of issuance authority; provided, that the foregoing two-year limitation shall not apply in the case of bonds issued for the purpose of refinancing, or reimbursing, costs and expenses incurred by a private institution for higher education in connection with the operation by it of hospital and related facilities for the training of students enrolled in its medical education program; and provided further, that bonds for such refinancing or reimbursement purpose shall not be issued after July 1, 1995, but bonds, if any, issued for each purpose before such date shall, if issued in compliance with the other provisions hereof, be and remain valid, from and after such issuance termination date and shall not in any manner be limited or affected by such termination of issuance authority;
(C) "Project" shall also include loans to a nonprofit corporation by any corporation receiving from the Tennessee state school bond authority pursuant to § 49-3-1210 allocation for the issuance of Qualified Zone Academy Bonds within the meaning of § 1397E of the Internal Revenue Code of 1986 ( 26 U.S.C. § 1397E ) [repealed], when the proceeds of which are granted to or spent on behalf of one or more public institutions for higher education to pay costs of developing course materials for education and to train teachers and other school personnel. Such nonprofit corporation shall be deemed an institution for higher education for purposes of this part;
(D) "Project," in the case of a hospital institution, means a structure, facility, machinery, equipment or other property suitable for use by a hospital institution in connection with its operations or proposed operations, including, without limitation, a site therefor, a communication facility, clinic, computer facility, congregate elderly facilities, dining hall, elderly housing, extended care facilities, firefighting facility, fire prevention facility, food service and preparation facility, health care facility, hospital, interns' residence, laboratory, laundry, maintenance facility, nurses' residence, nursing home, nonprofit home for the aged, nursing school, offices, parking area, pharmacy, recreational facility, research facility, storage facility, utility, x-ray facility, or any combination of the foregoing; and, also, funds to be used by any hospital institution organized not for profit in connection with the operation thereof, including, but not limited to, maintenance and supply costs, heating, lighting and other utility expenditures, repair and replacement expenses, employee compensation and administrative costs and expenses; furthermore, in the case of a hospital institution, "project" means the purchase of the accounts receivable of any hospital institution;
(E) "Project," in the case of an educational facility for individuals with physical and/or intellectual disability, means a structure, facility, machinery, equipment or other property suitable for use by an educational facility for individuals with physical and/or intellectual disability in connection with its operation or proposed operations, including, without limitation, a site therefor, an academic facility, administrative facility, assembly halls, athletic facility, auditorium, campus, communications facility, continuing education facility, classrooms, dining halls, dormitory, exhibition halls, firefighting and fire prevention facility, food service and preparation facility, gymnasium, health care facility, hospital, housing, laboratory, laundry, maintenance facility, medical facilities, museum, offices, parking area, physical education facility, recreation facility, research facilities, storage, student union, study facility, theatre, utility, residence halls, or any combination of the foregoing;
(F) "Project" also means a structure, facility, machinery, equipment or other property suitable for use by a not for profit blood bank or blood center in connection with its operations or proposed operations;
(G) "Project," in the case of a housing facility, means a structure, facility, machinery, equipment or other property suitable for use by a housing facility in connection with its operation or proposed operations, including, but not limited to, a site therefor, multi-family residential units, administrative facility, assembly halls, athletic facility, communications facility, dining and food service and preparation facility, gymnasium, health care facility, laundry, maintenance facility, parking area, recreation facility, storage, theatre, utility, or any combination of the foregoing;
(H) "Project," in the case of a housing facility, also means single family residential units for purchase where such units are financed by a for-profit, not-for-profit or governmental entity or any combination of such entities where payments to affected tax jurisdictions are made in lieu of property taxes in amounts equal to the property taxes which would be due if the property were fully taxable, and the bonds or notes for such financing shall: (i) Be purchased, guaranteed, or otherwise supported by a government sponsored mortgage entity participating in the residential mortgages market that are formed under a federal charter, whether owned by the federal government or by stockholders; and (ii) Not be exempt from taxation under the Internal Revenue Code of 1986 (26 U.S.C.); and
(i) Be purchased, guaranteed, or otherwise supported by a government sponsored mortgage entity participating in the residential mortgages market that are formed under a federal charter, whether owned by the federal government or by stockholders; and
(ii) Not be exempt from taxation under the Internal Revenue Code of 1986 (26 U.S.C.); and
(I) "Project," in the case of a clinic, means a structure, facility, machinery, equipment or other property suitable for use by a clinic, including, without limitation, supporting facilities, including a site therefor, a computer facility, a laboratory, a maintenance facility, administrative offices, parking facilities, x-ray facilities, facilities for specialized diagnostic or out-patient treatment or any combination of the foregoing; and, funds to be used by any such clinic in connection with the operation thereof, including, but not limited to, maintenance and supply costs, heating, lighting and other utility expenditures, repair and replacement expenses, employee compensation and administrative costs and expenses; furthermore, in the case of a clinic, "project" means the purchase of the accounts receivable of any aforedescribed institution;
(16) "Revenues" of a project, or derived from a project, include payments under a lease or sale contract and repayments under a loan agreement, or under notes, debentures, bonds and other secured or unsecured debt obligations of a lessee or contracting party delivered as herein provided; and
(17) "Sale contract" means a contract providing for the sale of one (1) or more projects to one (1) or more contracting parties and includes a contract providing for payment of the purchase price in one (1) or more installments. If the sale contract permits title to the project to pass to the other contracting party or parties prior to payment in full of the entire purchase price, it shall also provide for the other contracting party or parties to deliver to the corporation or to the trustee under the indenture pursuant to which the bonds were issued one (1) or more notes, debentures, bonds or other secured or unsecured debt obligations of such contracting party or parties providing for timely payments, including, without limitation, interest thereon for the balance of the purchase price at or prior to the passage of such title.
Acts 1969, ch. 333, § 1; 1971, ch. 413, §§ 1-4; 1975, ch. 16, § 1; 1975, ch. 29, §§ 1, 2; 1975, ch. 262, § 1; 1976, ch. 514, § 1; impl. am. Acts 1978, ch. 934, §§ 7, 36; 1982, ch. 629, § 1; 1982, ch. 947, § 2; 1983, ch. 76, § 1; 1983, ch. 187, § 1; T.C.A., § 48-1901; Acts 1985, ch. 243, § 1; 1985, ch. 307, § 1; 1988, ch. 1014, §§ 1, 2; 1990, ch. 1086, §§ 1, 2; 1993, ch. 427, § 1; 1994, ch. 912, § 1; T.C.A., § 48-3-301; Acts 1999, ch. 41, § 1; 2000, ch. 979, § 1; 2000, ch. 986, §§ 1 - 3; 2001, ch. 373, § 1; 2010 , ch. 977, §§ 1, 2; 2011 , ch. 158, § 21.
Tenn. Code Ann. § 48-101-506 — TN Code / Title 48 / Chapter 101 / Section 48-101-506
Issuance of registration - Renewal - Withdrawal of registration
Status: in_force

(a) The secretary of state shall examine each application for conformity with the requirements of this part and all relevant rules and regulations. (b) A renewal of registration shall be made in the same manner as the initial registration. The renewal registration shall be accompanied by the following: (1) A copy of any and all forms required to be filed by the organization with the United States internal revenue service, and any other information the secretary deems appropriate to substantiate how funds were raised and spent by the organization. Such other information must be provided on forms approved by the secretary. At least two (2) authorized officers of the organization, one (1) of whom must be the chief fiscal officer, shall certify that the information provided under this subdivision (b)(1) is true and correct to the best of their knowledge; (2) (A) The annual report of every charitable organization which received in excess of one million dollars ($1,000,000) in gross revenue during the most recently completed fiscal year shall be accompanied by: (i) An audited financial statement, presented in accordance with generally accepted accounting principles which has been examined by an independent certified public accountant for the purpose of expressing an opinion thereon; and (ii) Any and all forms required to be filed by a charitable organization with the United States internal revenue service; (B) For the purpose of determining gross revenue for this subdivision (b)(2) only, grants received from government agencies and private foundations, designated by the internal revenue service as § 501(c)(3) organizations ( 26 U.S.C. § 501(c)(3) ), shall be excluded. (c) (1) The registration renewal statement shall be signed by two (2) authorized officers of the charitable organization, one (1) of whom shall be the chief fiscal officer, and such forms and documents shall be accompanied by a registration renewal fee in accordance with the following schedule: Organization's Gross Revenue Annual Filing Fee $0-$50,000.00 $ 80.00 $50,000.01-$99,999.99 $ 120.00 $100,000.00-$249,999.99 $ 160.00 $250,000.00-$499,999.99 $ 200.00 $500,000.00-ABOVE $ 240.00 (2) For purposes of this subsection (c), "organization's gross revenue" means the latest figures for annual gross revenue from whatever source reported by the organization to the secretary of state pursuant to subsection (b). (3) Notwithstanding subdivision (c)(1), for the period of July 1, 2024, through June 30, 2025, the registration renewal fee is ten dollars ($10.00) regardless of the organization's gross revenue. (d) Each charitable organization shall file all information required by this part with the secretary of state within six (6) months of the close of its fiscal year. The last day of the sixth month following the month in which the fiscal year of the organization ends shall be the anniversary date of the organization. All registrations shall expire each year on the anniversary date of the organization. Each renewal registration application shall be received by the secretary of state on or before the anniversary date. Each charitable organization shall be required to supplement its registration application during the registration period as changes occur which affect the documentation required by § 48-101-504(a) . (e) The secretary of state may extend the time for filing a renewal application for good cause shown for a period not to exceed ninety (90) days, during which time the previous registration remains in effect. If an organization has been permitted additional time to file an exempt organization return with the internal revenue service, upon submission of proof of such extension, the secretary may extend the time for filing a renewal application for an additional period not to exceed sixty (60) days, during which time the previous registration remains in effect. (f) (1) Applications received after the expiration of the current registration period shall be assessed a late fee of twenty-five dollars ($25.00) for each month, or portion thereof, that the application is late filed. The late filing fee shall accompany every late filed application. In addition to the late fee provided for herein, any organization which files a late application may also be subject to the imposition of civil penalties for violation of any portion of this part. (2) Notwithstanding subdivision (f)(1), for the period of July 1, 2024, through June 30, 2025, the fee referenced in subdivision (f)(1) is ten dollars ($10.00) rather than twenty-five dollars ($25.00). (3) Notwithstanding subdivision (f)(1), the aggregate late fees under subsection (f)(1) assessed to any entity must not exceed three hundred dollars ($300) in any calendar year. (g) Any person that intends to continue to solicit contributions after its anniversary date and fails to renew its registration by the time of the expiration thereof is in violation of this part. (h) Any person that ceases solicitation activities after registration must notify the secretary of state of such fact within thirty (30) days after solicitation activities end. Within ninety (90) days after the end of the solicitation activities or ninety (90) days after its fiscal year ends, that person shall file with the secretary financial documentation, pursuant to subsection (b). Amended by 2024 Tenn. Acts, ch. 615,s 5, eff. 7/1/2024. Amended by 2024 Tenn. Acts, ch. 615,s 6, eff. 7/1/2024. Amended by 2024 Tenn. Acts, ch. 533,s 20, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 19, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 615,s 4, eff. 3/27/2024. Amended by 2024 Tenn. Acts, ch. 533,s 18, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 17, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 16, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2023 Tenn. Acts, ch. 231, s 10, eff. 7/1/2023. Amended by 2023 Tenn. Acts, ch. 231, s 6, eff. 7/1/2023. Amended by 2023 Tenn. Acts, ch. 231, s 5, eff. 7/1/2023. Amended by 2022 Tenn. Acts, ch. 867, s 6, eff. 7/1/2022. Amended by 2022 Tenn. Acts, ch. 867, s 5, eff. 7/1/2022. Amended by 2021 Tenn. Acts, ch. 295, s 8, eff. 7/1/2021. Amended by 2021 Tenn. Acts, ch. 295, s 7, eff. 7/1/2021. Amended by 2020 Tenn. Acts, ch. 586, s 1, eff. 3/20/2020. Amended by 2016 Tenn. Acts, ch. 928, s 2, eff. 7/1/2016. Amended by 2014 Tenn. Acts, ch. 630, s 2, eff. 7/1/2014. Acts 1976, ch. 735, § 4; T.C.A., § 48-2204; Acts 1989, ch. 285, §§ 10, 11; 1993, ch. 252, § 14; 1994, ch. 667, §§ 17, 18; T.C.A., § 48-3-506; Acts 1996, ch. 907, § 7; 1997 , ch. 227, §§ 1-3; 2001, ch. 97, § 1; 2007 , ch. 523, §§ 13-16, 37.
(a) The secretary of state shall examine each application for conformity with the requirements of this part and all relevant rules and regulations.
(b) A renewal of registration shall be made in the same manner as the initial registration. The renewal registration shall be accompanied by the following: (1) A copy of any and all forms required to be filed by the organization with the United States internal revenue service, and any other information the secretary deems appropriate to substantiate how funds were raised and spent by the organization. Such other information must be provided on forms approved by the secretary. At least two (2) authorized officers of the organization, one (1) of whom must be the chief fiscal officer, shall certify that the information provided under this subdivision (b)(1) is true and correct to the best of their knowledge; (2) (A) The annual report of every charitable organization which received in excess of one million dollars ($1,000,000) in gross revenue during the most recently completed fiscal year shall be accompanied by: (i) An audited financial statement, presented in accordance with generally accepted accounting principles which has been examined by an independent certified public accountant for the purpose of expressing an opinion thereon; and (ii) Any and all forms required to be filed by a charitable organization with the United States internal revenue service; (B) For the purpose of determining gross revenue for this subdivision (b)(2) only, grants received from government agencies and private foundations, designated by the internal revenue service as § 501(c)(3) organizations ( 26 U.S.C. § 501(c)(3) ), shall be excluded.
(1) A copy of any and all forms required to be filed by the organization with the United States internal revenue service, and any other information the secretary deems appropriate to substantiate how funds were raised and spent by the organization. Such other information must be provided on forms approved by the secretary. At least two (2) authorized officers of the organization, one (1) of whom must be the chief fiscal officer, shall certify that the information provided under this subdivision (b)(1) is true and correct to the best of their knowledge;
(2) (A) The annual report of every charitable organization which received in excess of one million dollars ($1,000,000) in gross revenue during the most recently completed fiscal year shall be accompanied by: (i) An audited financial statement, presented in accordance with generally accepted accounting principles which has been examined by an independent certified public accountant for the purpose of expressing an opinion thereon; and (ii) Any and all forms required to be filed by a charitable organization with the United States internal revenue service; (B) For the purpose of determining gross revenue for this subdivision (b)(2) only, grants received from government agencies and private foundations, designated by the internal revenue service as § 501(c)(3) organizations ( 26 U.S.C. § 501(c)(3) ), shall be excluded.
(A) The annual report of every charitable organization which received in excess of one million dollars ($1,000,000) in gross revenue during the most recently completed fiscal year shall be accompanied by: (i) An audited financial statement, presented in accordance with generally accepted accounting principles which has been examined by an independent certified public accountant for the purpose of expressing an opinion thereon; and (ii) Any and all forms required to be filed by a charitable organization with the United States internal revenue service;
(i) An audited financial statement, presented in accordance with generally accepted accounting principles which has been examined by an independent certified public accountant for the purpose of expressing an opinion thereon; and
(ii) Any and all forms required to be filed by a charitable organization with the United States internal revenue service;
(B) For the purpose of determining gross revenue for this subdivision (b)(2) only, grants received from government agencies and private foundations, designated by the internal revenue service as § 501(c)(3) organizations ( 26 U.S.C. § 501(c)(3) ), shall be excluded.
(c) (1) The registration renewal statement shall be signed by two (2) authorized officers of the charitable organization, one (1) of whom shall be the chief fiscal officer, and such forms and documents shall be accompanied by a registration renewal fee in accordance with the following schedule: Organization's Gross Revenue Annual Filing Fee $0-$50,000.00 $ 80.00 $50,000.01-$99,999.99 $ 120.00 $100,000.00-$249,999.99 $ 160.00 $250,000.00-$499,999.99 $ 200.00 $500,000.00-ABOVE $ 240.00 (2) For purposes of this subsection (c), "organization's gross revenue" means the latest figures for annual gross revenue from whatever source reported by the organization to the secretary of state pursuant to subsection (b). (3) Notwithstanding subdivision (c)(1), for the period of July 1, 2024, through June 30, 2025, the registration renewal fee is ten dollars ($10.00) regardless of the organization's gross revenue.
(1) The registration renewal statement shall be signed by two (2) authorized officers of the charitable organization, one (1) of whom shall be the chief fiscal officer, and such forms and documents shall be accompanied by a registration renewal fee in accordance with the following schedule: Organization's Gross Revenue Annual Filing Fee $0-$50,000.00 $ 80.00 $50,000.01-$99,999.99 $ 120.00 $100,000.00-$249,999.99 $ 160.00 $250,000.00-$499,999.99 $ 200.00 $500,000.00-ABOVE $ 240.00
Organization's Gross Revenue Annual Filing Fee $0-$50,000.00 $ 80.00 $50,000.01-$99,999.99 $ 120.00 $100,000.00-$249,999.99 $ 160.00 $250,000.00-$499,999.99 $ 200.00 $500,000.00-ABOVE $ 240.00
Organization's Gross Revenue
Annual Filing Fee
$0-$50,000.00
$ 80.00
$50,000.01-$99,999.99
$ 120.00
$100,000.00-$249,999.99
$ 160.00
$250,000.00-$499,999.99
$ 200.00
$500,000.00-ABOVE
$ 240.00
(2) For purposes of this subsection (c), "organization's gross revenue" means the latest figures for annual gross revenue from whatever source reported by the organization to the secretary of state pursuant to subsection (b).
(3) Notwithstanding subdivision (c)(1), for the period of July 1, 2024, through June 30, 2025, the registration renewal fee is ten dollars ($10.00) regardless of the organization's gross revenue.
(d) Each charitable organization shall file all information required by this part with the secretary of state within six (6) months of the close of its fiscal year. The last day of the sixth month following the month in which the fiscal year of the organization ends shall be the anniversary date of the organization. All registrations shall expire each year on the anniversary date of the organization. Each renewal registration application shall be received by the secretary of state on or before the anniversary date. Each charitable organization shall be required to supplement its registration application during the registration period as changes occur which affect the documentation required by § 48-101-504(a) .
(e) The secretary of state may extend the time for filing a renewal application for good cause shown for a period not to exceed ninety (90) days, during which time the previous registration remains in effect. If an organization has been permitted additional time to file an exempt organization return with the internal revenue service, upon submission of proof of such extension, the secretary may extend the time for filing a renewal application for an additional period not to exceed sixty (60) days, during which time the previous registration remains in effect.
(f) (1) Applications received after the expiration of the current registration period shall be assessed a late fee of twenty-five dollars ($25.00) for each month, or portion thereof, that the application is late filed. The late filing fee shall accompany every late filed application. In addition to the late fee provided for herein, any organization which files a late application may also be subject to the imposition of civil penalties for violation of any portion of this part. (2) Notwithstanding subdivision (f)(1), for the period of July 1, 2024, through June 30, 2025, the fee referenced in subdivision (f)(1) is ten dollars ($10.00) rather than twenty-five dollars ($25.00). (3) Notwithstanding subdivision (f)(1), the aggregate late fees under subsection (f)(1) assessed to any entity must not exceed three hundred dollars ($300) in any calendar year.
(1) Applications received after the expiration of the current registration period shall be assessed a late fee of twenty-five dollars ($25.00) for each month, or portion thereof, that the application is late filed. The late filing fee shall accompany every late filed application. In addition to the late fee provided for herein, any organization which files a late application may also be subject to the imposition of civil penalties for violation of any portion of this part.
(2) Notwithstanding subdivision (f)(1), for the period of July 1, 2024, through June 30, 2025, the fee referenced in subdivision (f)(1) is ten dollars ($10.00) rather than twenty-five dollars ($25.00).
(3) Notwithstanding subdivision (f)(1), the aggregate late fees under subsection (f)(1) assessed to any entity must not exceed three hundred dollars ($300) in any calendar year.
(g) Any person that intends to continue to solicit contributions after its anniversary date and fails to renew its registration by the time of the expiration thereof is in violation of this part.
(h) Any person that ceases solicitation activities after registration must notify the secretary of state of such fact within thirty (30) days after solicitation activities end. Within ninety (90) days after the end of the solicitation activities or ninety (90) days after its fiscal year ends, that person shall file with the secretary financial documentation, pursuant to subsection (b).
Amended by 2024 Tenn. Acts, ch. 615,s 5, eff. 7/1/2024.
Amended by 2024 Tenn. Acts, ch. 615,s 6, eff. 7/1/2024.
Amended by 2024 Tenn. Acts, ch. 533,s 20, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 19, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 615,s 4, eff. 3/27/2024.
Amended by 2024 Tenn. Acts, ch. 533,s 18, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 17, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 16, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2023 Tenn. Acts, ch. 231, s 10, eff. 7/1/2023.
Amended by 2023 Tenn. Acts, ch. 231, s 6, eff. 7/1/2023.
Amended by 2023 Tenn. Acts, ch. 231, s 5, eff. 7/1/2023.
Amended by 2022 Tenn. Acts, ch. 867, s 6, eff. 7/1/2022.
Amended by 2022 Tenn. Acts, ch. 867, s 5, eff. 7/1/2022.
Amended by 2021 Tenn. Acts, ch. 295, s 8, eff. 7/1/2021.
Amended by 2021 Tenn. Acts, ch. 295, s 7, eff. 7/1/2021.
Amended by 2020 Tenn. Acts, ch. 586, s 1, eff. 3/20/2020.
Amended by 2016 Tenn. Acts, ch. 928, s 2, eff. 7/1/2016.
Amended by 2014 Tenn. Acts, ch. 630, s 2, eff. 7/1/2014.
Acts 1976, ch. 735, § 4; T.C.A., § 48-2204; Acts 1989, ch. 285, §§ 10, 11; 1993, ch. 252, § 14; 1994, ch. 667, §§ 17, 18; T.C.A., § 48-3-506; Acts 1996, ch. 907, § 7; 1997 , ch. 227, §§ 1-3; 2001, ch. 97, § 1; 2007 , ch. 523, §§ 13-16, 37.
Tenn. Code Ann. § 48-101-905 — TN Code / Title 48 / Chapter 101 / Section 48-101-905
Eligibility for housing trust fund competitive grants and other applicable grants - Assistance of housing development agency in applying for grants
Status: in_force

(a) Notwithstanding any law to the contrary, a corporation that receives a designation as a neighborhood preservation nonprofit corporation shall be eligible to apply for and receive housing trust fund competitive grants and any other applicable grants from the Tennessee housing development agency; provided, that the corporation meets all requirements for the grants. (b) Upon request from a neighborhood preservation nonprofit corporation, the Tennessee housing development agency shall provide assistance in making an application for the grants described in subsection (a) in the same manner in which the Tennessee housing development agency assists other qualifying entities, including, at a minimum, providing a list of all grants that the entity qualifies for and the steps necessary to apply for the listed grants. Added by 2014 Tenn. Acts, ch. 963,s 1, eff. 1/1/2015.
(a) Notwithstanding any law to the contrary, a corporation that receives a designation as a neighborhood preservation nonprofit corporation shall be eligible to apply for and receive housing trust fund competitive grants and any other applicable grants from the Tennessee housing development agency; provided, that the corporation meets all requirements for the grants.
(b) Upon request from a neighborhood preservation nonprofit corporation, the Tennessee housing development agency shall provide assistance in making an application for the grants described in subsection (a) in the same manner in which the Tennessee housing development agency assists other qualifying entities, including, at a minimum, providing a list of all grants that the entity qualifies for and the steps necessary to apply for the listed grants.
Added by 2014 Tenn. Acts, ch. 963,s 1, eff. 1/1/2015.
Tenn. Code Ann. § 48-249-605 — TN Code / Title 48 / Chapter 249 / Section 48-249-605
Procedure for and effect of administrative dissolution
Status: in_force

(a) Notice of grounds. If the secretary of state determines that one (1) or more grounds exist under § 48-249-604 for dissolving an LLC, the secretary of state shall serve the LLC with written communication of the secretary of state's determination, in accordance with § 48-249-113(a) , except that determination may be sent by first class mail. (b) Dissolution after notice. If the LLC does not correct each ground for administrative dissolution or demonstrate, to the reasonable satisfaction of the secretary of state, that each ground determined by the secretary of state does not exist, within two (2) months after the secretary of state's service of the communication of the determination in the same manner as is permitted under subsection (a), the secretary of state shall administratively dissolve the LLC, by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the LLC, in the same manner as is permitted under subsection (a). (c) Effect of administrative dissolution. An LLC that has been administratively dissolved continues its existence, but may not carry on any business except that necessary to wind up and liquidate its business and affairs under § 48-249-601 and notify claimants under § 48-249-611 . (d) Effect on registered agent and registered office. The administrative dissolution of an LLC does not terminate the designation or authority of its registered agent or registered office. Acts 2005, ch. 286, § 1.
(a) Notice of grounds. If the secretary of state determines that one (1) or more grounds exist under § 48-249-604 for dissolving an LLC, the secretary of state shall serve the LLC with written communication of the secretary of state's determination, in accordance with § 48-249-113(a) , except that determination may be sent by first class mail.
(b) Dissolution after notice. If the LLC does not correct each ground for administrative dissolution or demonstrate, to the reasonable satisfaction of the secretary of state, that each ground determined by the secretary of state does not exist, within two (2) months after the secretary of state's service of the communication of the determination in the same manner as is permitted under subsection (a), the secretary of state shall administratively dissolve the LLC, by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the LLC, in the same manner as is permitted under subsection (a).
(c) Effect of administrative dissolution. An LLC that has been administratively dissolved continues its existence, but may not carry on any business except that necessary to wind up and liquidate its business and affairs under § 48-249-601 and notify claimants under § 48-249-611 .
(d) Effect on registered agent and registered office. The administrative dissolution of an LLC does not terminate the designation or authority of its registered agent or registered office.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-16-301 — TN Code / Title 48 / Chapter 16 / Section 48-16-301
Shareholders' preemptive rights
Status: in_force

(a) The shareholders of a corporation, solely by virtue of their status as such, do not have a preemptive right to acquire the corporation's unissued shares except to the extent the charter so provides. (b) A statement included in the charter that "the corporation elects to have preemptive rights" (or words of similar import) means that the following principles apply except to the extent the charter expressly provides otherwise: (1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them; (2) A shareholder may waive this preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration; (3) There is no preemptive right with respect to: (A) Shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates; (B) Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates; (C) Shares authorized in the charter that are issued within six (6) months from the effective date of incorporation; or (D) Shares sold otherwise than for cash; (4) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class; (5) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights; and (6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one (1) year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one (1) year is subject to the shareholders' preemptive rights. (c) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares. (d) This section does not limit or otherwise affect the ability of a corporation to grant by contract to one (1) or more of its shareholders the right to acquire shares on a preemptive or other priority basis. Acts 1986, ch. 887, § 6.30; 1989, ch. 451, § 8; 1994, ch. 776, §§ 16, 17.
(a) The shareholders of a corporation, solely by virtue of their status as such, do not have a preemptive right to acquire the corporation's unissued shares except to the extent the charter so provides.
(b) A statement included in the charter that "the corporation elects to have preemptive rights" (or words of similar import) means that the following principles apply except to the extent the charter expressly provides otherwise: (1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them; (2) A shareholder may waive this preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration; (3) There is no preemptive right with respect to: (A) Shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates; (B) Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates; (C) Shares authorized in the charter that are issued within six (6) months from the effective date of incorporation; or (D) Shares sold otherwise than for cash; (4) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class; (5) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights; and (6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one (1) year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one (1) year is subject to the shareholders' preemptive rights.
(1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them;
(2) A shareholder may waive this preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration;
(3) There is no preemptive right with respect to: (A) Shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates; (B) Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates; (C) Shares authorized in the charter that are issued within six (6) months from the effective date of incorporation; or (D) Shares sold otherwise than for cash;
(A) Shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates;
(B) Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates;
(C) Shares authorized in the charter that are issued within six (6) months from the effective date of incorporation; or
(D) Shares sold otherwise than for cash;
(4) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class;
(5) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights; and
(6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one (1) year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one (1) year is subject to the shareholders' preemptive rights.
(c) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
(d) This section does not limit or otherwise affect the ability of a corporation to grant by contract to one (1) or more of its shareholders the right to acquire shares on a preemptive or other priority basis.
Acts 1986, ch. 887, § 6.30; 1989, ch. 451, § 8; 1994, ch. 776, §§ 16, 17.
Tenn. Code Ann. § 48-249-610 — TN Code / Title 48 / Chapter 249 / Section 48-249-610
Procedure in winding up
Status: in_force

(a) Winding up by merger. If the business of the LLC is wound up and terminated by the merger of the dissolved LLC into a surviving entity: (1) The procedures stated in § 48-249-702 shall be followed; and (2) Sections 48-249-609 , 48-249-611 , 48-249-612 , 48-249-613 and 48-249-620 do not apply. (b) Winding up other than by merger. If the business of the LLC is to be wound up and terminated, other than by the merger of the dissolved LLC into a surviving entity, the procedures stated in subsections (c)-(e) shall be followed. (c) Debts of dissolved LLC. When a notice of dissolution has been filed with the secretary of state, the members of a member-managed LLC, the managers of a manager-managed LLC, or the board of directors of a director-managed LLC, as applicable, shall proceed as soon as possible to: (1) Collect, or make provision for the collection of, all known debts due or owing to the LLC, including unperformed contribution agreements; and (2) Except as provided in § 48-249-611 , pay, or make provision for the payment of, all known debts, obligations, and liabilities of the LLC, according to their priorities under § 48-249-620 . (d) Sale of assets. Notwithstanding § 48-249-705 , when a notice of dissolution has been filed with the secretary of state, the managers of a manager-managed LLC or the board of directors of a director-managed LLC may sell, lease, transfer or otherwise dispose of all, or substantially all, of the property and assets of a dissolved LLC, without a vote of the members. (e) Distribution of remaining assets. All tangible or intangible property, including money, remaining after the discharge of the debts, obligations, and liabilities of the LLC shall be distributed to the members and holders of financial rights, in accordance with § 48-249-620 , subject to § 48-249-305(d) . Acts 2005, ch. 286, § 1; 2006, ch. 620, § 35.
(a) Winding up by merger. If the business of the LLC is wound up and terminated by the merger of the dissolved LLC into a surviving entity: (1) The procedures stated in § 48-249-702 shall be followed; and (2) Sections 48-249-609 , 48-249-611 , 48-249-612 , 48-249-613 and 48-249-620 do not apply.
(1) The procedures stated in § 48-249-702 shall be followed; and
(2) Sections 48-249-609 , 48-249-611 , 48-249-612 , 48-249-613 and 48-249-620 do not apply.
(b) Winding up other than by merger. If the business of the LLC is to be wound up and terminated, other than by the merger of the dissolved LLC into a surviving entity, the procedures stated in subsections (c)-(e) shall be followed.
(c) Debts of dissolved LLC. When a notice of dissolution has been filed with the secretary of state, the members of a member-managed LLC, the managers of a manager-managed LLC, or the board of directors of a director-managed LLC, as applicable, shall proceed as soon as possible to: (1) Collect, or make provision for the collection of, all known debts due or owing to the LLC, including unperformed contribution agreements; and (2) Except as provided in § 48-249-611 , pay, or make provision for the payment of, all known debts, obligations, and liabilities of the LLC, according to their priorities under § 48-249-620 .
(1) Collect, or make provision for the collection of, all known debts due or owing to the LLC, including unperformed contribution agreements; and
(2) Except as provided in § 48-249-611 , pay, or make provision for the payment of, all known debts, obligations, and liabilities of the LLC, according to their priorities under § 48-249-620 .
(d) Sale of assets. Notwithstanding § 48-249-705 , when a notice of dissolution has been filed with the secretary of state, the managers of a manager-managed LLC or the board of directors of a director-managed LLC may sell, lease, transfer or otherwise dispose of all, or substantially all, of the property and assets of a dissolved LLC, without a vote of the members.
(e) Distribution of remaining assets. All tangible or intangible property, including money, remaining after the discharge of the debts, obligations, and liabilities of the LLC shall be distributed to the members and holders of financial rights, in accordance with § 48-249-620 , subject to § 48-249-305(d) .
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 35.
Tenn. Code Ann. § 48-62-103 — TN Code / Title 48 / Chapter 62 / Section 48-62-103
Property held in trust or otherwise dedicated to charitable purpose not to be diverted from its purpose - Financial benefit in connection with disposition prohibited - Notice required of transactions not in usual and regular course of activities
Status: in_force

(a) Property held in trust or otherwise dedicated to a charitable purpose may not be diverted from its purpose by a transaction described in § 48-62-101 or § 48-62-102 unless the corporation complies with subsection (c) to the extent required by and pursuant to the law of this state on cy pres or otherwise dealing with the nondiversion of charitable assets. (b) A person who is a member or otherwise affiliated with a public benefit corporation may not receive a direct or indirect financial benefit in connection with a disposition of assets unless the person is a public benefit corporation or an unincorporated entity that has a charitable purpose. This subsection (b) does not apply to the receipt of reasonable compensation for services rendered. (c) A public benefit corporation must give written notice to the attorney general and reporter at least forty-five (45) days before it sells, leases, exchanges or otherwise disposes of all, or substantially all, of its property in a transaction not in the usual and regular course of its activities unless the corporation obtains an appropriate order from the court of competent jurisdiction. Added by 2014 Tenn. Acts, ch. 899,s 75, eff. 1/1/2015.
(a) Property held in trust or otherwise dedicated to a charitable purpose may not be diverted from its purpose by a transaction described in § 48-62-101 or § 48-62-102 unless the corporation complies with subsection (c) to the extent required by and pursuant to the law of this state on cy pres or otherwise dealing with the nondiversion of charitable assets.
(b) A person who is a member or otherwise affiliated with a public benefit corporation may not receive a direct or indirect financial benefit in connection with a disposition of assets unless the person is a public benefit corporation or an unincorporated entity that has a charitable purpose. This subsection (b) does not apply to the receipt of reasonable compensation for services rendered.
(c) A public benefit corporation must give written notice to the attorney general and reporter at least forty-five (45) days before it sells, leases, exchanges or otherwise disposes of all, or substantially all, of its property in a transaction not in the usual and regular course of its activities unless the corporation obtains an appropriate order from the court of competent jurisdiction.
Added by 2014 Tenn. Acts, ch. 899,s 75, eff. 1/1/2015.
Tenn. Code Ann. § 48-248-102 — TN Code / Title 48 / Chapter 248 / Section 48-248-102
Chapter definitions
Status: in_force

As used in this chapter, unless the context otherwise requires: (1) "Disqualified person" means an individual or entity that for any reason is or becomes ineligible under this chapter to be a member of a PLLC; (2) "Domestic professional LLC" means a professional LLC formed under chapters 201-248 of this title; (3) "Foreign professional LLC" means a foreign LLC formed for the purpose of rendering professional services under a law other than the law of this state; (4) "Law" includes rules promulgated in accordance with § 48-248-603 ; (5) "Licensing authority" means the officer, board, agency, court or other authority in this state empowered to license or otherwise authorize the rendition of a professional service; (6) "Professional LLC" or "PLLC" means an LLC, other than a foreign professional LLC, which has elected to become subject to this chapter; (7) "Professional service" means a service that may be lawfully rendered only by a person licensed or otherwise authorized by a licensing authority in this state to render the service and that may not be lawfully rendered by a corporation under the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title or by an LLC under chapters 201-248 of this title; and (8) "Qualified person" means an individual, general partnership, professional corporation, professional association or PLLC that is eligible under § 48-248-401 to be a member of a PLLC. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 89.
As used in this chapter, unless the context otherwise requires:
(1) "Disqualified person" means an individual or entity that for any reason is or becomes ineligible under this chapter to be a member of a PLLC;
(2) "Domestic professional LLC" means a professional LLC formed under chapters 201-248 of this title;
(3) "Foreign professional LLC" means a foreign LLC formed for the purpose of rendering professional services under a law other than the law of this state;
(4) "Law" includes rules promulgated in accordance with § 48-248-603 ;
(5) "Licensing authority" means the officer, board, agency, court or other authority in this state empowered to license or otherwise authorize the rendition of a professional service;
(6) "Professional LLC" or "PLLC" means an LLC, other than a foreign professional LLC, which has elected to become subject to this chapter;
(7) "Professional service" means a service that may be lawfully rendered only by a person licensed or otherwise authorized by a licensing authority in this state to render the service and that may not be lawfully rendered by a corporation under the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title or by an LLC under chapters 201-248 of this title; and
(8) "Qualified person" means an individual, general partnership, professional corporation, professional association or PLLC that is eligible under § 48-248-401 to be a member of a PLLC.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 89.