Tenn. Code Ann. § 48-101-503 — TN Code / Title 48 / Chapter 101 / Section 48-101-503
Secretary of state's duties
Status: in_force

(a) The secretary of state shall review registrations and enforce registration requirements for charitable organizations and professional solicitors. (b) [Deleted by 2024 amendment.] (c) The secretary of state shall make such individual investigations of all applicants for registration and of any violations of this part as the secretary of state may deem necessary and impose authorized and appropriate sanctions. Amended by 2024 Tenn. Acts, ch. 533,s 10, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2024 Tenn. Acts, ch. 533,s 9, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules. Amended by 2017 Tenn. Acts, ch. 146, s 2, eff. 4/17/2017. Acts 1976, ch. 735, § 3; T.C.A., § 48-2203; Acts 1989, ch. 285, §§ 3-5; T.C.A., § 48-3-503; Acts 2007 , ch. 523, § 11.
(a) The secretary of state shall review registrations and enforce registration requirements for charitable organizations and professional solicitors.
(b) [Deleted by 2024 amendment.]
(c) The secretary of state shall make such individual investigations of all applicants for registration and of any violations of this part as the secretary of state may deem necessary and impose authorized and appropriate sanctions.
Amended by 2024 Tenn. Acts, ch. 533,s 10, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2024 Tenn. Acts, ch. 533,s 9, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Amended by 2017 Tenn. Acts, ch. 146, s 2, eff. 4/17/2017.
Acts 1976, ch. 735, § 3; T.C.A., § 48-2203; Acts 1989, ch. 285, §§ 3-5; T.C.A., § 48-3-503; Acts 2007 , ch. 523, § 11.
Tenn. Code Ann. § 48-101-306 — TN Code / Title 48 / Chapter 101 / Section 48-101-306
Amendment of certificate of incorporation
Status: in_force

(a) The certificate of incorporation may at any time and from time to time be amended so as to make any changes therein and add any provisions thereto which might have been included in the certificate of incorporation in the first instance. Any such amendment shall be effected in the following manner: (1) The members of the board of directors of the corporation shall file with the governing body of the municipality an application in writing seeking permission to amend the certificate of incorporation, specifying in such application the amendment proposed to be made; (2) Such governing body shall consider such application and, if it shall by appropriate resolution duly find and determine that it is wise, expedient, necessary or advisable that the proposed amendment be made and shall authorize the same to be made, and shall approve the form of the proposed amendment, then the persons making such application shall execute an instrument embodying the amendment specified in such application, and shall file the same with the secretary of state; (3) The proposed amendment shall be subscribed and acknowledged by each member of the board of directors before an officer authorized by the laws of Tennessee to take acknowledgments to deeds; (4) The secretary of state shall thereupon examine the proposed amendment and, if the secretary of state finds that the requirements of this section have been complied with and the proposed amendment is within the scope of what might be included in an original certificate of incorporation, the secretary of state shall approve the amendment and record it in an appropriate book in the secretary of state's office; (5) When such amendment has been so made, filed and approved, it shall thereupon become effective and the certificate of incorporation shall thereupon be amended to the extent provided in the amendment. (b) No certificate of incorporation shall be amended except in the manner provided in this section. Acts 1969, ch. 333, § 6; T.C.A., §§ 48-1906, 48-3-306.
(a) The certificate of incorporation may at any time and from time to time be amended so as to make any changes therein and add any provisions thereto which might have been included in the certificate of incorporation in the first instance. Any such amendment shall be effected in the following manner: (1) The members of the board of directors of the corporation shall file with the governing body of the municipality an application in writing seeking permission to amend the certificate of incorporation, specifying in such application the amendment proposed to be made; (2) Such governing body shall consider such application and, if it shall by appropriate resolution duly find and determine that it is wise, expedient, necessary or advisable that the proposed amendment be made and shall authorize the same to be made, and shall approve the form of the proposed amendment, then the persons making such application shall execute an instrument embodying the amendment specified in such application, and shall file the same with the secretary of state; (3) The proposed amendment shall be subscribed and acknowledged by each member of the board of directors before an officer authorized by the laws of Tennessee to take acknowledgments to deeds; (4) The secretary of state shall thereupon examine the proposed amendment and, if the secretary of state finds that the requirements of this section have been complied with and the proposed amendment is within the scope of what might be included in an original certificate of incorporation, the secretary of state shall approve the amendment and record it in an appropriate book in the secretary of state's office; (5) When such amendment has been so made, filed and approved, it shall thereupon become effective and the certificate of incorporation shall thereupon be amended to the extent provided in the amendment.
(1) The members of the board of directors of the corporation shall file with the governing body of the municipality an application in writing seeking permission to amend the certificate of incorporation, specifying in such application the amendment proposed to be made;
(2) Such governing body shall consider such application and, if it shall by appropriate resolution duly find and determine that it is wise, expedient, necessary or advisable that the proposed amendment be made and shall authorize the same to be made, and shall approve the form of the proposed amendment, then the persons making such application shall execute an instrument embodying the amendment specified in such application, and shall file the same with the secretary of state;
(3) The proposed amendment shall be subscribed and acknowledged by each member of the board of directors before an officer authorized by the laws of Tennessee to take acknowledgments to deeds;
(4) The secretary of state shall thereupon examine the proposed amendment and, if the secretary of state finds that the requirements of this section have been complied with and the proposed amendment is within the scope of what might be included in an original certificate of incorporation, the secretary of state shall approve the amendment and record it in an appropriate book in the secretary of state's office;
(5) When such amendment has been so made, filed and approved, it shall thereupon become effective and the certificate of incorporation shall thereupon be amended to the extent provided in the amendment.
(b) No certificate of incorporation shall be amended except in the manner provided in this section.
Acts 1969, ch. 333, § 6; T.C.A., §§ 48-1906, 48-3-306.
Tenn. Code Ann. § 48-249-1016 — TN Code / Title 48 / Chapter 249 / Section 48-249-1016
Deputies of secretary of state
Status: in_force

An act of a duly authorized deputy of the secretary of state in the secretary of state's behalf under this chapter is the equivalent of the act of the secretary of state; provided, that the deputy signs the name of the secretary of state by such deputy as deputy. Acts 2005, ch. 286, § 1.
An act of a duly authorized deputy of the secretary of state in the secretary of state's behalf under this chapter is the equivalent of the act of the secretary of state; provided, that the deputy signs the name of the secretary of state by such deputy as deputy.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-56-101 — TN Code / Title 48 / Chapter 56 / Section 48-56-101
Admission
Status: in_force

(a) A corporation may admit any person as a member. If there are to be criteria or procedures for admission as a member, then such criteria or procedures shall be established by the charter or bylaws. (b) No person shall be admitted as a member without the person's consent. (c) A corporation may issue certificates evidencing membership therein, but such certificates shall not include provisions inconsistent with the charter, bylaws, or chapters 51-68 of this title. Acts 1987, ch. 242, § 6.01.
(a) A corporation may admit any person as a member. If there are to be criteria or procedures for admission as a member, then such criteria or procedures shall be established by the charter or bylaws.
(b) No person shall be admitted as a member without the person's consent.
(c) A corporation may issue certificates evidencing membership therein, but such certificates shall not include provisions inconsistent with the charter, bylaws, or chapters 51-68 of this title.
Acts 1987, ch. 242, § 6.01.
Tenn. Code Ann. § 48-17-401 — TN Code / Title 48 / Chapter 17 / Section 48-17-401
Procedure in derivative proceedings
Status: in_force

(a) A person may not commence a proceeding in the right of a domestic or foreign corporation unless the person was a shareholder of the corporation when the transaction complained of occurred or unless the person became a shareholder through transfer by operation of law from one who was a shareholder at that time. (b) A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why the person did not make the demand. Whether or not a demand for action was made, if the corporation commences an investigation of the charges made in the demand or complaint, the court may stay any proceeding until the investigation is completed. (c) A proceeding commenced under this section may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given the shareholders affected. If notice is so directed to be given, the court may determine which one (1) or more parties to the suit shall bear the expense of giving such notice, in such proportions as the court finds to be reasonable in the circumstances, and the amount of such expense shall be awarded as special costs of the suit and recoverable in the same manner as other taxable costs. (d) On termination of the proceeding, the court may order: (1) The corporation to pay the plaintiff's reasonable expenses, including counsel fees, incurred in the proceeding, if the court finds that the proceeding has resulted in a substantial benefit to the corporation; (2) The plaintiff to pay any defendant's reasonable expenses, including counsel fees, incurred in defending the proceeding, if the court finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or (3) A party to pay an opposing party's reasonable expenses, including counsel fees, incurred because of the filing of a pleading, motion or other paper, if the court finds that the pleading, motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation. (e) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the beneficial owner's behalf. Acts 1986, ch. 887, § 7.40; 2008, ch. 726, § 1.
(a) A person may not commence a proceeding in the right of a domestic or foreign corporation unless the person was a shareholder of the corporation when the transaction complained of occurred or unless the person became a shareholder through transfer by operation of law from one who was a shareholder at that time.
(b) A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why the person did not make the demand. Whether or not a demand for action was made, if the corporation commences an investigation of the charges made in the demand or complaint, the court may stay any proceeding until the investigation is completed.
(c) A proceeding commenced under this section may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given the shareholders affected. If notice is so directed to be given, the court may determine which one (1) or more parties to the suit shall bear the expense of giving such notice, in such proportions as the court finds to be reasonable in the circumstances, and the amount of such expense shall be awarded as special costs of the suit and recoverable in the same manner as other taxable costs.
(d) On termination of the proceeding, the court may order: (1) The corporation to pay the plaintiff's reasonable expenses, including counsel fees, incurred in the proceeding, if the court finds that the proceeding has resulted in a substantial benefit to the corporation; (2) The plaintiff to pay any defendant's reasonable expenses, including counsel fees, incurred in defending the proceeding, if the court finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or (3) A party to pay an opposing party's reasonable expenses, including counsel fees, incurred because of the filing of a pleading, motion or other paper, if the court finds that the pleading, motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation.
(1) The corporation to pay the plaintiff's reasonable expenses, including counsel fees, incurred in the proceeding, if the court finds that the proceeding has resulted in a substantial benefit to the corporation;
(2) The plaintiff to pay any defendant's reasonable expenses, including counsel fees, incurred in defending the proceeding, if the court finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or
(3) A party to pay an opposing party's reasonable expenses, including counsel fees, incurred because of the filing of a pleading, motion or other paper, if the court finds that the pleading, motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation.
(e) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the beneficial owner's behalf.
Acts 1986, ch. 887, § 7.40; 2008, ch. 726, § 1.
Tenn. Code Ann. § 48-218-103 — TN Code / Title 48 / Chapter 218 / Section 48-218-103
Consensual restrictions on assignment of governance rights
Status: in_force

In addition to restrictions set forth in this chapter, restrictions on the assignment of governance rights may be imposed in accordance with the procedures and under the same conditions as stated in § 48-218-101(c) , for restricting the assignment of financial rights. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 28.
In addition to restrictions set forth in this chapter, restrictions on the assignment of governance rights may be imposed in accordance with the procedures and under the same conditions as stated in § 48-218-101(c) , for restricting the assignment of financial rights.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 28.
Tenn. Code Ann. § 48-240-103 — TN Code / Title 48 / Chapter 240 / Section 48-240-103
Member conflicts of interest
Status: in_force

(a) Conflict and Procedure When Conflict Arises. A contract or other transaction between an LLC and one (1) or more of its members, or between a member-managed LLC and an organization in or of which one (1) or more of its members are governors, directors, managers, officers, partners, fiduciaries or similar equivalent or have a material financial interest, is not voidable because the member or members or the other organizations are parties or because the member or members are present at the meeting of the members or a committee at which the contract or transaction is authorized, approved, or ratified, if: (1) The contract or transaction was, and the person asserting the validity of the contract or transaction sustains the burden of establishing that the contract or transaction was, fair and reasonable as to the LLC at the time it was authorized, approved, or ratified; (2) The material facts as to the contract or transaction and as to the member's or members' interest are fully disclosed or known to the members and, unless the articles or operating agreement requires the specific approval of subdivision (a)(2)(A) or (a)(2)(B), the contract or transaction is approved in good faith by either: (A) The owners of a majority of the voting power of the membership interests entitled to vote that are owned by persons other than the interested member or members; or (B) The owners of a majority of the financial interest of the membership interests that are owned by persons other than the interested member or members; (3) The material facts as to the contract or transaction and as to the member's or members' interest are fully disclosed or known to the members or a committee, and the members or committee authorizes, approves, or ratifies the contract or transaction in good faith by a majority of the membership interest entitled to vote or committee members, but the interested member or members must not be counted in determining the presence of a quorum and must not vote; (4) The material facts of the transaction and the member's or members' interest were disclosed or known to a committee of not less than three (3) members, none of whom had a direct or indirect interest in the transaction, and such committee authorized, approved or ratified the transaction; (5) The contract or transaction is a distribution described in chapter 236 of this title or a merger or sale of assets described in chapter 244 of this title; or (6) Notwithstanding anything to the contrary in this section, the articles or operating agreement may define the standard of conduct of the members in a manner to reflect the understanding of the parties; provided, that such definition is not manifestly unreasonable under the circumstances. (b) Material Financial Interest. For purposes of this section: (1) A member does not have a material financial interest in a resolution fixing the compensation of a manager, employee, or agent of the LLC, even though the member is also receiving compensation from the LLC; and (2) A member has a material financial interest in each organization in which the member, or the spouse, parents, children and spouses of children, brothers and sisters and spouses of brothers and sisters of the member, or other lineal descendants of the member, or any combination of them, has a material financial interest. Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 62-64.
(a) Conflict and Procedure When Conflict Arises. A contract or other transaction between an LLC and one (1) or more of its members, or between a member-managed LLC and an organization in or of which one (1) or more of its members are governors, directors, managers, officers, partners, fiduciaries or similar equivalent or have a material financial interest, is not voidable because the member or members or the other organizations are parties or because the member or members are present at the meeting of the members or a committee at which the contract or transaction is authorized, approved, or ratified, if: (1) The contract or transaction was, and the person asserting the validity of the contract or transaction sustains the burden of establishing that the contract or transaction was, fair and reasonable as to the LLC at the time it was authorized, approved, or ratified; (2) The material facts as to the contract or transaction and as to the member's or members' interest are fully disclosed or known to the members and, unless the articles or operating agreement requires the specific approval of subdivision (a)(2)(A) or (a)(2)(B), the contract or transaction is approved in good faith by either: (A) The owners of a majority of the voting power of the membership interests entitled to vote that are owned by persons other than the interested member or members; or (B) The owners of a majority of the financial interest of the membership interests that are owned by persons other than the interested member or members; (3) The material facts as to the contract or transaction and as to the member's or members' interest are fully disclosed or known to the members or a committee, and the members or committee authorizes, approves, or ratifies the contract or transaction in good faith by a majority of the membership interest entitled to vote or committee members, but the interested member or members must not be counted in determining the presence of a quorum and must not vote; (4) The material facts of the transaction and the member's or members' interest were disclosed or known to a committee of not less than three (3) members, none of whom had a direct or indirect interest in the transaction, and such committee authorized, approved or ratified the transaction; (5) The contract or transaction is a distribution described in chapter 236 of this title or a merger or sale of assets described in chapter 244 of this title; or (6) Notwithstanding anything to the contrary in this section, the articles or operating agreement may define the standard of conduct of the members in a manner to reflect the understanding of the parties; provided, that such definition is not manifestly unreasonable under the circumstances.
(1) The contract or transaction was, and the person asserting the validity of the contract or transaction sustains the burden of establishing that the contract or transaction was, fair and reasonable as to the LLC at the time it was authorized, approved, or ratified;
(2) The material facts as to the contract or transaction and as to the member's or members' interest are fully disclosed or known to the members and, unless the articles or operating agreement requires the specific approval of subdivision (a)(2)(A) or (a)(2)(B), the contract or transaction is approved in good faith by either: (A) The owners of a majority of the voting power of the membership interests entitled to vote that are owned by persons other than the interested member or members; or (B) The owners of a majority of the financial interest of the membership interests that are owned by persons other than the interested member or members;
(A) The owners of a majority of the voting power of the membership interests entitled to vote that are owned by persons other than the interested member or members; or
(B) The owners of a majority of the financial interest of the membership interests that are owned by persons other than the interested member or members;
(3) The material facts as to the contract or transaction and as to the member's or members' interest are fully disclosed or known to the members or a committee, and the members or committee authorizes, approves, or ratifies the contract or transaction in good faith by a majority of the membership interest entitled to vote or committee members, but the interested member or members must not be counted in determining the presence of a quorum and must not vote;
(4) The material facts of the transaction and the member's or members' interest were disclosed or known to a committee of not less than three (3) members, none of whom had a direct or indirect interest in the transaction, and such committee authorized, approved or ratified the transaction;
(5) The contract or transaction is a distribution described in chapter 236 of this title or a merger or sale of assets described in chapter 244 of this title; or
(6) Notwithstanding anything to the contrary in this section, the articles or operating agreement may define the standard of conduct of the members in a manner to reflect the understanding of the parties; provided, that such definition is not manifestly unreasonable under the circumstances.
(b) Material Financial Interest. For purposes of this section: (1) A member does not have a material financial interest in a resolution fixing the compensation of a manager, employee, or agent of the LLC, even though the member is also receiving compensation from the LLC; and (2) A member has a material financial interest in each organization in which the member, or the spouse, parents, children and spouses of children, brothers and sisters and spouses of brothers and sisters of the member, or other lineal descendants of the member, or any combination of them, has a material financial interest.
(1) A member does not have a material financial interest in a resolution fixing the compensation of a manager, employee, or agent of the LLC, even though the member is also receiving compensation from the LLC; and
(2) A member has a material financial interest in each organization in which the member, or the spouse, parents, children and spouses of children, brothers and sisters and spouses of brothers and sisters of the member, or other lineal descendants of the member, or any combination of them, has a material financial interest.
Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 62-64.
Tenn. Code Ann. § 48-249-509 — TN Code / Title 48 / Chapter 249 / Section 48-249-509
Rights of judgment creditor
Status: in_force

On application to a court of competent jurisdiction by any judgment creditor of a member or holder of financial rights, the court may charge such person's financial rights with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of a transferee of such person's financial rights under § 48-249-507 . This section does not deprive any member, holder or transferee of financial rights of the benefit of any exemption laws applicable to the membership interest or financial rights. This section is the sole and exclusive remedy of a judgment creditor with respect to the judgment debtor's membership interest or financial rights. Acts 2005, ch. 286, § 1.
On application to a court of competent jurisdiction by any judgment creditor of a member or holder of financial rights, the court may charge such person's financial rights with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of a transferee of such person's financial rights under § 48-249-507 . This section does not deprive any member, holder or transferee of financial rights of the benefit of any exemption laws applicable to the membership interest or financial rights. This section is the sole and exclusive remedy of a judgment creditor with respect to the judgment debtor's membership interest or financial rights.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-245-1201 — TN Code / Title 48 / Chapter 245 / Section 48-245-1201
Right to sue or defend after termination
Status: in_force

After an LLC has been terminated, any of its former managers, governors, or members may assert or defend, in the name of the LLC, any claim by or against the LLC. Acts 1994, ch. 868, § 1.
After an LLC has been terminated, any of its former managers, governors, or members may assert or defend, in the name of the LLC, any claim by or against the LLC.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-249-703 — TN Code / Title 48 / Chapter 249 / Section 48-249-703
Conversion to LLC
Status: in_force

(a) General. Any other entity may convert to a domestic LLC, by complying with this section and by filing with the secretary of state: (1) A certificate of conversion to a domestic LLC; and (2) Articles of organization that comply with § 48-249-202 . (b) Contents of certificate of conversion. The certificate of conversion to a domestic LLC shall state the following: (1) The jurisdiction, date of formation and type of entity of the converting other entity immediately prior to its conversion to a domestic LLC; (2) The name of the converting other entity immediately prior to the filing of the certificate of conversion to a domestic LLC; (3) The name of the domestic LLC, as set forth in its articles of organization filed in accordance with subsection (a); (4) That all required approvals of the conversion have been obtained by the converting other entity; and (5) The future effective date or time of the conversion to a domestic LLC, if it is not to be effective upon the filing of the certificate of conversion to a domestic LLC and the articles of organization. (c) Status of converted entity. Upon the filing of the certificate of conversion to a domestic LLC and the articles of organization of the domestic LLC with the secretary of state, or upon the future effective date or time of the certificate of conversion to a domestic LLC and the articles of organization of the domestic LLC, the other entity shall be converted into a domestic LLC, and the domestic LLC shall thereafter be subject to all of this chapter, except that, notwithstanding § 48-249-201 , the existence of the domestic LLC shall be deemed to have commenced on the date the other entity commenced its existence in the jurisdiction in which the other entity was first formed. (d) Result of conversion. The conversion of any other entity into a domestic LLC shall not be deemed to affect any debts, liabilities, and obligations of the other entity incurred prior to its conversion to a domestic LLC, or the personal liability of any person incurred prior to the conversion. (e) Effects of conversion. When any conversion of another entity to a domestic LLC has become effective under this section, for all purposes of the laws of this state: (1) The domestic LLC shall be deemed to be the same entity as the converting other entity; (2) All of the rights, privileges and powers of the converting other entity and all property, real, personal and mixed, of, and all debts due to, the converting other entity, as well as all other things and causes of action belonging to the converting other entity, shall be and remain vested in the domestic LLC and shall be the property of the domestic LLC; (3) The title to any real property vested by deed, or otherwise, in the converting other entity shall not revert, or be in any way impaired, by reason of this section; (4) All rights of creditors, and all liens upon any property of the converting other entity, shall be preserved unimpaired; (5) All debts, liabilities and obligations of the converting other entity shall remain attached to the domestic LLC, and may be enforced against it to the same extent as if the debts, liabilities and obligations had originally been incurred or contracted by it in its capacity as a domestic LLC; (6) Any proceeding pending against the converting other entity may be continued against the domestic LLC as if the conversion had not occurred; and (7) The rights, privileges, powers and interests in property of the converting other entity, as well as the debts, liabilities and obligations of the converting other entity, shall not be deemed, as a consequence of the conversion, to have been transferred to the domestic LLC for any purpose of the laws of this state. (f) No dissolution or winding up. The converting other entity shall not be required to wind up its affairs or to pay its liabilities and distribute its assets. The conversion shall not be deemed to constitute a dissolution of the converting other entity, and shall constitute a continuation of the existence of the converting other entity in the form of a domestic LLC. (g) Compliance with other applicable law. If the converting other entity is a foreign entity, the conversion shall be permitted under the laws of the jurisdiction of the converting other entity, and the converting other entity shall comply with such laws. If the converting other entity is a domestic entity, the conversion shall be permitted under the other laws of this state that apply to the domestic entity, and the domestic entity shall comply with such laws. Notwithstanding the absence of any express provision in the Revised Uniform Partnership Act, compiled in title 61, chapter 1, or the Revised Uniform Limited Partnership Act, compiled in title 61, chapter 2, permitting or authorizing a partnership formed pursuant to the Revised Uniform Partnership Act or a limited partnership formed pursuant to the Revised Uniform Limited Partnership Act to convert to an LLC, each of a partnership formed pursuant to the Revised Uniform Partnership Act and a limited partnership formed pursuant to the Revised Uniform Limited Partnership Act is authorized to convert to an LLC upon the approval by all of the partners of the partnership or limited partnership, as applicable, or by the number or percentage of partners specified for conversion in the partnership agreement of the partnership or the limited partnership agreement of the limited partnership, as applicable. (h) Approval. Prior to filing a certificate of conversion of another entity to a domestic LLC with the secretary of state: (1) The conversion shall be approved in the manner provided by any document, instrument, agreement or other writing governing the internal affairs of the converting other entity and the conduct of its business, as appropriate, and if: (A) The converting other entity is a partnership formed pursuant to the Revised Uniform Partnership Act, or a limited partnership formed pursuant to the Revised Uniform Limited Partnership Act, in the manner provided for in subsection (g); or (B) The converting other entity is other than a partnership formed pursuant to the Revised Uniform Partnership Act, or a limited partnership formed pursuant to the Revised Uniform Limited Partnership Act, in the manner provided by applicable laws of the jurisdiction of the converting other entity; and (2) The articles of organization and operating agreement, as applicable, for the domestic LLC, shall be approved by the same authorization required for the converting other entity to approve the conversion. (i) Exchange or conversion of interests. In connection with a conversion of another entity to a domestic LLC under this section, rights or securities of or interests in the converting other entity may be exchanged for or converted into cash, property or rights or securities of or interests in the domestic LLC, or, in addition to or in lieu of such exchange or conversion, may be exchanged for or converted into cash, property or rights or securities of or interests in another domestic LLC or other entity, or may be cancelled. (j) Nonexclusivity. This section is nonexclusive. Any other entity may be converted to a domestic LLC in any other manner provided by law. Acts 2005, ch. 286, § 1; 2006, ch. 620, §§ 40 - 42.
(a) General. Any other entity may convert to a domestic LLC, by complying with this section and by filing with the secretary of state: (1) A certificate of conversion to a domestic LLC; and (2) Articles of organization that comply with § 48-249-202 .
(1) A certificate of conversion to a domestic LLC; and
(2) Articles of organization that comply with § 48-249-202 .
(b) Contents of certificate of conversion. The certificate of conversion to a domestic LLC shall state the following: (1) The jurisdiction, date of formation and type of entity of the converting other entity immediately prior to its conversion to a domestic LLC; (2) The name of the converting other entity immediately prior to the filing of the certificate of conversion to a domestic LLC; (3) The name of the domestic LLC, as set forth in its articles of organization filed in accordance with subsection (a); (4) That all required approvals of the conversion have been obtained by the converting other entity; and (5) The future effective date or time of the conversion to a domestic LLC, if it is not to be effective upon the filing of the certificate of conversion to a domestic LLC and the articles of organization.
(1) The jurisdiction, date of formation and type of entity of the converting other entity immediately prior to its conversion to a domestic LLC;
(2) The name of the converting other entity immediately prior to the filing of the certificate of conversion to a domestic LLC;
(3) The name of the domestic LLC, as set forth in its articles of organization filed in accordance with subsection (a);
(4) That all required approvals of the conversion have been obtained by the converting other entity; and
(5) The future effective date or time of the conversion to a domestic LLC, if it is not to be effective upon the filing of the certificate of conversion to a domestic LLC and the articles of organization.
(c) Status of converted entity. Upon the filing of the certificate of conversion to a domestic LLC and the articles of organization of the domestic LLC with the secretary of state, or upon the future effective date or time of the certificate of conversion to a domestic LLC and the articles of organization of the domestic LLC, the other entity shall be converted into a domestic LLC, and the domestic LLC shall thereafter be subject to all of this chapter, except that, notwithstanding § 48-249-201 , the existence of the domestic LLC shall be deemed to have commenced on the date the other entity commenced its existence in the jurisdiction in which the other entity was first formed.
(d) Result of conversion. The conversion of any other entity into a domestic LLC shall not be deemed to affect any debts, liabilities, and obligations of the other entity incurred prior to its conversion to a domestic LLC, or the personal liability of any person incurred prior to the conversion.
(e) Effects of conversion. When any conversion of another entity to a domestic LLC has become effective under this section, for all purposes of the laws of this state: (1) The domestic LLC shall be deemed to be the same entity as the converting other entity; (2) All of the rights, privileges and powers of the converting other entity and all property, real, personal and mixed, of, and all debts due to, the converting other entity, as well as all other things and causes of action belonging to the converting other entity, shall be and remain vested in the domestic LLC and shall be the property of the domestic LLC; (3) The title to any real property vested by deed, or otherwise, in the converting other entity shall not revert, or be in any way impaired, by reason of this section; (4) All rights of creditors, and all liens upon any property of the converting other entity, shall be preserved unimpaired; (5) All debts, liabilities and obligations of the converting other entity shall remain attached to the domestic LLC, and may be enforced against it to the same extent as if the debts, liabilities and obligations had originally been incurred or contracted by it in its capacity as a domestic LLC; (6) Any proceeding pending against the converting other entity may be continued against the domestic LLC as if the conversion had not occurred; and (7) The rights, privileges, powers and interests in property of the converting other entity, as well as the debts, liabilities and obligations of the converting other entity, shall not be deemed, as a consequence of the conversion, to have been transferred to the domestic LLC for any purpose of the laws of this state.
(1) The domestic LLC shall be deemed to be the same entity as the converting other entity;
(2) All of the rights, privileges and powers of the converting other entity and all property, real, personal and mixed, of, and all debts due to, the converting other entity, as well as all other things and causes of action belonging to the converting other entity, shall be and remain vested in the domestic LLC and shall be the property of the domestic LLC;
(3) The title to any real property vested by deed, or otherwise, in the converting other entity shall not revert, or be in any way impaired, by reason of this section;
(4) All rights of creditors, and all liens upon any property of the converting other entity, shall be preserved unimpaired;
(5) All debts, liabilities and obligations of the converting other entity shall remain attached to the domestic LLC, and may be enforced against it to the same extent as if the debts, liabilities and obligations had originally been incurred or contracted by it in its capacity as a domestic LLC;
(6) Any proceeding pending against the converting other entity may be continued against the domestic LLC as if the conversion had not occurred; and
(7) The rights, privileges, powers and interests in property of the converting other entity, as well as the debts, liabilities and obligations of the converting other entity, shall not be deemed, as a consequence of the conversion, to have been transferred to the domestic LLC for any purpose of the laws of this state.
(f) No dissolution or winding up. The converting other entity shall not be required to wind up its affairs or to pay its liabilities and distribute its assets. The conversion shall not be deemed to constitute a dissolution of the converting other entity, and shall constitute a continuation of the existence of the converting other entity in the form of a domestic LLC.
(g) Compliance with other applicable law. If the converting other entity is a foreign entity, the conversion shall be permitted under the laws of the jurisdiction of the converting other entity, and the converting other entity shall comply with such laws. If the converting other entity is a domestic entity, the conversion shall be permitted under the other laws of this state that apply to the domestic entity, and the domestic entity shall comply with such laws. Notwithstanding the absence of any express provision in the Revised Uniform Partnership Act, compiled in title 61, chapter 1, or the Revised Uniform Limited Partnership Act, compiled in title 61, chapter 2, permitting or authorizing a partnership formed pursuant to the Revised Uniform Partnership Act or a limited partnership formed pursuant to the Revised Uniform Limited Partnership Act to convert to an LLC, each of a partnership formed pursuant to the Revised Uniform Partnership Act and a limited partnership formed pursuant to the Revised Uniform Limited Partnership Act is authorized to convert to an LLC upon the approval by all of the partners of the partnership or limited partnership, as applicable, or by the number or percentage of partners specified for conversion in the partnership agreement of the partnership or the limited partnership agreement of the limited partnership, as applicable.
(h) Approval. Prior to filing a certificate of conversion of another entity to a domestic LLC with the secretary of state: (1) The conversion shall be approved in the manner provided by any document, instrument, agreement or other writing governing the internal affairs of the converting other entity and the conduct of its business, as appropriate, and if: (A) The converting other entity is a partnership formed pursuant to the Revised Uniform Partnership Act, or a limited partnership formed pursuant to the Revised Uniform Limited Partnership Act, in the manner provided for in subsection (g); or (B) The converting other entity is other than a partnership formed pursuant to the Revised Uniform Partnership Act, or a limited partnership formed pursuant to the Revised Uniform Limited Partnership Act, in the manner provided by applicable laws of the jurisdiction of the converting other entity; and (2) The articles of organization and operating agreement, as applicable, for the domestic LLC, shall be approved by the same authorization required for the converting other entity to approve the conversion.
(1) The conversion shall be approved in the manner provided by any document, instrument, agreement or other writing governing the internal affairs of the converting other entity and the conduct of its business, as appropriate, and if: (A) The converting other entity is a partnership formed pursuant to the Revised Uniform Partnership Act, or a limited partnership formed pursuant to the Revised Uniform Limited Partnership Act, in the manner provided for in subsection (g); or (B) The converting other entity is other than a partnership formed pursuant to the Revised Uniform Partnership Act, or a limited partnership formed pursuant to the Revised Uniform Limited Partnership Act, in the manner provided by applicable laws of the jurisdiction of the converting other entity; and
(A) The converting other entity is a partnership formed pursuant to the Revised Uniform Partnership Act, or a limited partnership formed pursuant to the Revised Uniform Limited Partnership Act, in the manner provided for in subsection (g); or
(B) The converting other entity is other than a partnership formed pursuant to the Revised Uniform Partnership Act, or a limited partnership formed pursuant to the Revised Uniform Limited Partnership Act, in the manner provided by applicable laws of the jurisdiction of the converting other entity; and
(2) The articles of organization and operating agreement, as applicable, for the domestic LLC, shall be approved by the same authorization required for the converting other entity to approve the conversion.
(i) Exchange or conversion of interests. In connection with a conversion of another entity to a domestic LLC under this section, rights or securities of or interests in the converting other entity may be exchanged for or converted into cash, property or rights or securities of or interests in the domestic LLC, or, in addition to or in lieu of such exchange or conversion, may be exchanged for or converted into cash, property or rights or securities of or interests in another domestic LLC or other entity, or may be cancelled.
(j) Nonexclusivity. This section is nonexclusive. Any other entity may be converted to a domestic LLC in any other manner provided by law.
Acts 2005, ch. 286, § 1; 2006, ch. 620, §§ 40 - 42.
Tenn. Code Ann. § 48-101-520 — TN Code / Title 48 / Chapter 101 / Section 48-101-520
Recovery of damages - Actions - Treble damages - Settlement - Attorney's fees
Status: in_force

(a) (1) Any solicitee or person who suffers an ascertainable loss of money or property, real, personal, or mixed, or any other article, commodity, or thing of value wherever situated, as a result of the use or employment by another person of an unfair, false, misleading or deceptive act or practice declared to be unlawful by this part or any other violation of this part, may bring an action individually to recover actual damages. (2) The action may be brought in a court of competent jurisdiction in the county where the alleged unfair, false, misleading or deceptive act or practice, or other violation of this part, took place, is taking place, or is about to take place, or in the county in which such person conducting solicitations resides, has such person's principal place of conducting solicitations, conducts, transacts, or has transacted solicitations, or, if the person cannot be found in any of the foregoing locations, in the county in which such person can be found. (3) Any private action commenced under this part shall be brought within one (1) year from a person's discovery of the violation of this part, but in no event shall an action under this part be brought after four (4) years from the date of the solicitation giving rise to the claim for relief. (b) (1) If the court finds that the use or employment of the unfair, false, misleading or deceptive act or practice or other violation was a willful or knowing violation of this part, the court may award three (3) times the actual damages sustained and may provide such other relief as it considers necessary and proper. (2) In determining whether treble damages should be awarded, the trial court may consider, among other things: (A) The competence of the solicitee; (B) The nature of the deception or coercion practiced upon the solicitee; (C) The damage to the solicitee; and (D) The good faith of the person found to have violated this part. (c) Without regard to any other remedy or relief to which a person is entitled, anyone affected by a violation of this part may bring an action to obtain a declaratory judgment that the act or practice violates this part and to enjoin the person who has violated, is violating or who is otherwise likely to violate this part; provided, that such action shall not be filed once the secretary of state has commenced a proceeding pursuant to § 48-101-514(c) . (d) Any person who has been affected by an act or practice declared to be a violation of this part may accept any written reasonable offer of settlement made by the person or persons considered to have violated this part; provided, that the tender of acceptance of such a settlement offer shall not abate any proceeding commenced by the secretary of state pursuant to § 48-101-514(c) . (e) Any permanent injunction, judgment, or final court order made pursuant to § 48-101-514(c) , which has not been complied with, shall be prima facie evidence of the violation of this part in any action brought pursuant to this section. (f) Upon a finding by the court that a provision of this part has been violated, the court may award to the person bringing such action reasonable attorney's fees and costs. (g) Upon the commencement of any action brought under subsections (a) and (b), the clerk of the court shall mail a copy of the complaint or other initial pleading to the secretary of state and, upon the entry of any judgment, order, or decree shall mail a copy to the secretary of state. Acts 1989, ch. 285, § 34; T.C.A., § 48-3-520.
(a) (1) Any solicitee or person who suffers an ascertainable loss of money or property, real, personal, or mixed, or any other article, commodity, or thing of value wherever situated, as a result of the use or employment by another person of an unfair, false, misleading or deceptive act or practice declared to be unlawful by this part or any other violation of this part, may bring an action individually to recover actual damages. (2) The action may be brought in a court of competent jurisdiction in the county where the alleged unfair, false, misleading or deceptive act or practice, or other violation of this part, took place, is taking place, or is about to take place, or in the county in which such person conducting solicitations resides, has such person's principal place of conducting solicitations, conducts, transacts, or has transacted solicitations, or, if the person cannot be found in any of the foregoing locations, in the county in which such person can be found. (3) Any private action commenced under this part shall be brought within one (1) year from a person's discovery of the violation of this part, but in no event shall an action under this part be brought after four (4) years from the date of the solicitation giving rise to the claim for relief.
(1) Any solicitee or person who suffers an ascertainable loss of money or property, real, personal, or mixed, or any other article, commodity, or thing of value wherever situated, as a result of the use or employment by another person of an unfair, false, misleading or deceptive act or practice declared to be unlawful by this part or any other violation of this part, may bring an action individually to recover actual damages.
(2) The action may be brought in a court of competent jurisdiction in the county where the alleged unfair, false, misleading or deceptive act or practice, or other violation of this part, took place, is taking place, or is about to take place, or in the county in which such person conducting solicitations resides, has such person's principal place of conducting solicitations, conducts, transacts, or has transacted solicitations, or, if the person cannot be found in any of the foregoing locations, in the county in which such person can be found.
(3) Any private action commenced under this part shall be brought within one (1) year from a person's discovery of the violation of this part, but in no event shall an action under this part be brought after four (4) years from the date of the solicitation giving rise to the claim for relief.
(b) (1) If the court finds that the use or employment of the unfair, false, misleading or deceptive act or practice or other violation was a willful or knowing violation of this part, the court may award three (3) times the actual damages sustained and may provide such other relief as it considers necessary and proper. (2) In determining whether treble damages should be awarded, the trial court may consider, among other things: (A) The competence of the solicitee; (B) The nature of the deception or coercion practiced upon the solicitee; (C) The damage to the solicitee; and (D) The good faith of the person found to have violated this part.
(1) If the court finds that the use or employment of the unfair, false, misleading or deceptive act or practice or other violation was a willful or knowing violation of this part, the court may award three (3) times the actual damages sustained and may provide such other relief as it considers necessary and proper.
(2) In determining whether treble damages should be awarded, the trial court may consider, among other things: (A) The competence of the solicitee; (B) The nature of the deception or coercion practiced upon the solicitee; (C) The damage to the solicitee; and (D) The good faith of the person found to have violated this part.
(A) The competence of the solicitee;
(B) The nature of the deception or coercion practiced upon the solicitee;
(C) The damage to the solicitee; and
(D) The good faith of the person found to have violated this part.
(c) Without regard to any other remedy or relief to which a person is entitled, anyone affected by a violation of this part may bring an action to obtain a declaratory judgment that the act or practice violates this part and to enjoin the person who has violated, is violating or who is otherwise likely to violate this part; provided, that such action shall not be filed once the secretary of state has commenced a proceeding pursuant to § 48-101-514(c) .
(d) Any person who has been affected by an act or practice declared to be a violation of this part may accept any written reasonable offer of settlement made by the person or persons considered to have violated this part; provided, that the tender of acceptance of such a settlement offer shall not abate any proceeding commenced by the secretary of state pursuant to § 48-101-514(c) .
(e) Any permanent injunction, judgment, or final court order made pursuant to § 48-101-514(c) , which has not been complied with, shall be prima facie evidence of the violation of this part in any action brought pursuant to this section.
(f) Upon a finding by the court that a provision of this part has been violated, the court may award to the person bringing such action reasonable attorney's fees and costs.
(g) Upon the commencement of any action brought under subsections (a) and (b), the clerk of the court shall mail a copy of the complaint or other initial pleading to the secretary of state and, upon the entry of any judgment, order, or decree shall mail a copy to the secretary of state.
Acts 1989, ch. 285, § 34; T.C.A., § 48-3-520.
Tenn. Code Ann. § 48-51-306 — TN Code / Title 48 / Chapter 51 / Section 48-51-306
Filing duty of secretary of state
Status: in_force

(a) If the form and filing of a document delivered to the office of the secretary of state for filing satisfies the requirements of § 48-51-301 , and of all other applicable sections or rules that add to these requirements, then the secretary of state must file it. (b) The secretary of state files a document by stamping or otherwise endorsing "Filed", together with the secretary of state's name and official title and the date and time of receipt, on the document. After filing a document, except for filings pursuant to §§ 48-55-103 , 48-65-109 , and 48-66-203 , the secretary of state shall deliver the document, with the filing fee receipt, or acknowledgement of receipt if no fee is required, attached, to the domestic or foreign corporation or its representative in due course. A domestic or foreign corporation or its representative may present to the secretary of state an exact or conformed copy of the document presented for filing, together with the document and, in that event, the secretary of state shall stamp or otherwise endorse the exact or conformed copy "Filed", together with the secretary of state's name and official title and the date and time of receipt, and immediately return the exact or conformed copy to the party filing the original of the document. (c) If the secretary of state refuses to file a document, then the secretary of state must return the document to the domestic or foreign corporation or its representative within a reasonable time after the document was received for filing, together with a brief, written explanation of the reason for the secretary of state's refusal. (d) The secretary of state's duty to file documents under this section is ministerial. The secretary of state's filing or refusing to file a document does not: (1) Affect the validity or invalidity of the document in whole or part; (2) Relate to the correctness or incorrectness of information contained in the document; (3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect; or (4) Establish that a document purporting to be an exact or conformed copy is in fact an exact or conformed copy. (e) Any corporate document that meets the requirements of chapters 51-68 of this title and any applicable rules for filing and recording must be received, filed, and recorded by the appropriate office, notwithstanding any contrary requirements found in any other laws of this state. Amended by 2020 Tenn. Acts, ch. 719, s 10, eff. 6/22/2020. Amended by 2014 Tenn. Acts, ch. 899, s 15, eff. 1/1/2015. Amended by 2014 Tenn. Acts, ch. 899, s 14, eff. 1/1/2015. Acts 1987, ch. 242, § 1.35.
(a) If the form and filing of a document delivered to the office of the secretary of state for filing satisfies the requirements of § 48-51-301 , and of all other applicable sections or rules that add to these requirements, then the secretary of state must file it.
(b) The secretary of state files a document by stamping or otherwise endorsing "Filed", together with the secretary of state's name and official title and the date and time of receipt, on the document. After filing a document, except for filings pursuant to §§ 48-55-103 , 48-65-109 , and 48-66-203 , the secretary of state shall deliver the document, with the filing fee receipt, or acknowledgement of receipt if no fee is required, attached, to the domestic or foreign corporation or its representative in due course. A domestic or foreign corporation or its representative may present to the secretary of state an exact or conformed copy of the document presented for filing, together with the document and, in that event, the secretary of state shall stamp or otherwise endorse the exact or conformed copy "Filed", together with the secretary of state's name and official title and the date and time of receipt, and immediately return the exact or conformed copy to the party filing the original of the document.
(c) If the secretary of state refuses to file a document, then the secretary of state must return the document to the domestic or foreign corporation or its representative within a reasonable time after the document was received for filing, together with a brief, written explanation of the reason for the secretary of state's refusal.
(d) The secretary of state's duty to file documents under this section is ministerial. The secretary of state's filing or refusing to file a document does not: (1) Affect the validity or invalidity of the document in whole or part; (2) Relate to the correctness or incorrectness of information contained in the document; (3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect; or (4) Establish that a document purporting to be an exact or conformed copy is in fact an exact or conformed copy.
(1) Affect the validity or invalidity of the document in whole or part;
(2) Relate to the correctness or incorrectness of information contained in the document;
(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect; or
(4) Establish that a document purporting to be an exact or conformed copy is in fact an exact or conformed copy.
(e) Any corporate document that meets the requirements of chapters 51-68 of this title and any applicable rules for filing and recording must be received, filed, and recorded by the appropriate office, notwithstanding any contrary requirements found in any other laws of this state.
Amended by 2020 Tenn. Acts, ch. 719, s 10, eff. 6/22/2020.
Amended by 2014 Tenn. Acts, ch. 899, s 15, eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899, s 14, eff. 1/1/2015.
Acts 1987, ch. 242, § 1.35.
Tenn. Code Ann. § 48-103-302 — TN Code / Title 48 / Chapter 103 / Section 48-103-302
Part definitions
Status: in_force

As used in this part, unless the context otherwise requires: (1) "Associate," when used to indicate a relationship with any person means: (A) A person that directly or indirectly controls, or is controlled by, or is under common control with, the person specified or who is or intends to act jointly or in concert with such specified person; (B) Any corporation or organization of which such person is an officer, director or partner or which corporation or organization is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities of such person; (C) Any trust or other estate in which such person has a beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (D) Any parent, child, sibling, in-law (mother, father, sons and daughters), of such person, or any relative of such person who has the same residence as such person; (2) "Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of a person whether through the ownership of voting securities, by contract or otherwise; (3) (A) "Control share acquisition" means the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. All shares acquired within ninety (90) days and all shares acquired pursuant to a plan to make a control share acquisition shall be deemed to have been acquired in the same acquisition for purposes of this subdivision (3); (B) "Control share acquisition" does not include: (i) Shares acquired for the benefit of others by a person acting in the ordinary course of business, in good faith and not for the purpose of circumventing this part, to the extent that such person may not exercise or direct the exercise of the voting power of such shares except upon the instruction of others; (ii) Shares or shares issuable upon conversion, exchange or exercise of securities convertible into or exchangeable or exercisable for shares acquired: (a) Before the date on which the issuing corporation becomes subject to this part; (b) Pursuant to a contract existing before the date on which the issuing corporation becomes subject to this part; (c) Pursuant to the laws of descent and distribution; (d) Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this section; (e) Pursuant to a merger or share exchange effected in compliance with chapter 21 of this title if the issuing public corporation is a party to the agreement of merger or consolidation; (iii) Shares with respect to which voting rights are held pursuant to a revocable proxy conferring the right to vote on any matter, including a vote of shareholders under § 48-103-307 , or pursuant to written consent; or (iv) Any acquisition described in subdivision (3)(C); (C) Unless the acquisition, when added to the shares previously held by the acquiring person would entitle the acquiring person to exercise or direct the exercise of voting power in a range in excess of a range of voting power previously authorized pursuant to § 48-103-307 or subdivision (3)(B)(ii) the acquisition of shares, or of securities convertible into shares, does not constitute a control share acquisition if the acquisition is made: (i) By or from a person whose voting rights previously were authorized by the shareholders of the corporation in compliance with this part; (ii) By or from a person whose acquisition of shares of the corporation would have constituted a control share acquisition but for the application of any of the exceptions set forth in subdivision (3)(B)(ii); or (iii) By a person who acquires any of the shares that were previously transferred pursuant to subdivision (3)(B)(ii); (4) "Control shares" means shares which, but for this part, would have voting power with respect to shares of a corporation that, when added to all other shares of the corporation owned by a person or with respect to which that person may exercise or direct the exercise of voting power, except by virtue of a revocable proxy or written consent, would entitle that person, immediately upon acquisition of the shares, to exercise or direct the exercise of voting power of the corporation in the election of directors within any of the following ranges of voting power: (A) One fifth (1/5) or more but less than one third (1/3) of all voting power; (B) One third (1/3) or more but less than a majority of all voting power; or (C) A majority or more of all voting power; provided, that "control shares" includes such shares only to the extent to which their acquisition causes the acquiring person to exceed any threshold of voting power set forth above for which approval has not been obtained previously pursuant to § 48-103-307 ; (5) "Corporation" means a corporation organized under the laws of Tennessee which has become subject to this part pursuant to § 48-103-310 and which has: (A) One hundred (100) or more shareholders; (B) Its principal place of business, its principal office, or substantial assets within Tennessee; and (C) Either: (i) More than ten percent (10%) of its shareholders resident in Tennessee; (ii) More than ten percent (10%) of its shares owned by shareholders resident in Tennessee; or (iii) Ten thousand (10,000) or more shareholders resident in Tennessee; (6) "Interested shares" means the shares of a corporation which are owned, or with respect to which an irrevocable proxy is held, by: (A) An acquiring person; (B) Any officer of the corporation; or (C) Any employee of the corporation who is also a director of the corporation; and (7) "Person" means any individual, corporation, partnership, unincorporated association or other entity and any "associate" (as defined in subdivision (1)) of such individual or entity. Acts 1988, ch. 500, § 17; T.C.A., § 48-35-302.
As used in this part, unless the context otherwise requires:
(1) "Associate," when used to indicate a relationship with any person means: (A) A person that directly or indirectly controls, or is controlled by, or is under common control with, the person specified or who is or intends to act jointly or in concert with such specified person; (B) Any corporation or organization of which such person is an officer, director or partner or which corporation or organization is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities of such person; (C) Any trust or other estate in which such person has a beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (D) Any parent, child, sibling, in-law (mother, father, sons and daughters), of such person, or any relative of such person who has the same residence as such person;
(A) A person that directly or indirectly controls, or is controlled by, or is under common control with, the person specified or who is or intends to act jointly or in concert with such specified person;
(B) Any corporation or organization of which such person is an officer, director or partner or which corporation or organization is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities of such person;
(C) Any trust or other estate in which such person has a beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and
(D) Any parent, child, sibling, in-law (mother, father, sons and daughters), of such person, or any relative of such person who has the same residence as such person;
(2) "Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of a person whether through the ownership of voting securities, by contract or otherwise;
(3) (A) "Control share acquisition" means the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. All shares acquired within ninety (90) days and all shares acquired pursuant to a plan to make a control share acquisition shall be deemed to have been acquired in the same acquisition for purposes of this subdivision (3); (B) "Control share acquisition" does not include: (i) Shares acquired for the benefit of others by a person acting in the ordinary course of business, in good faith and not for the purpose of circumventing this part, to the extent that such person may not exercise or direct the exercise of the voting power of such shares except upon the instruction of others; (ii) Shares or shares issuable upon conversion, exchange or exercise of securities convertible into or exchangeable or exercisable for shares acquired: (a) Before the date on which the issuing corporation becomes subject to this part; (b) Pursuant to a contract existing before the date on which the issuing corporation becomes subject to this part; (c) Pursuant to the laws of descent and distribution; (d) Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this section; (e) Pursuant to a merger or share exchange effected in compliance with chapter 21 of this title if the issuing public corporation is a party to the agreement of merger or consolidation; (iii) Shares with respect to which voting rights are held pursuant to a revocable proxy conferring the right to vote on any matter, including a vote of shareholders under § 48-103-307 , or pursuant to written consent; or (iv) Any acquisition described in subdivision (3)(C); (C) Unless the acquisition, when added to the shares previously held by the acquiring person would entitle the acquiring person to exercise or direct the exercise of voting power in a range in excess of a range of voting power previously authorized pursuant to § 48-103-307 or subdivision (3)(B)(ii) the acquisition of shares, or of securities convertible into shares, does not constitute a control share acquisition if the acquisition is made: (i) By or from a person whose voting rights previously were authorized by the shareholders of the corporation in compliance with this part; (ii) By or from a person whose acquisition of shares of the corporation would have constituted a control share acquisition but for the application of any of the exceptions set forth in subdivision (3)(B)(ii); or (iii) By a person who acquires any of the shares that were previously transferred pursuant to subdivision (3)(B)(ii);
(A) "Control share acquisition" means the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. All shares acquired within ninety (90) days and all shares acquired pursuant to a plan to make a control share acquisition shall be deemed to have been acquired in the same acquisition for purposes of this subdivision (3);
(B) "Control share acquisition" does not include: (i) Shares acquired for the benefit of others by a person acting in the ordinary course of business, in good faith and not for the purpose of circumventing this part, to the extent that such person may not exercise or direct the exercise of the voting power of such shares except upon the instruction of others; (ii) Shares or shares issuable upon conversion, exchange or exercise of securities convertible into or exchangeable or exercisable for shares acquired: (a) Before the date on which the issuing corporation becomes subject to this part; (b) Pursuant to a contract existing before the date on which the issuing corporation becomes subject to this part; (c) Pursuant to the laws of descent and distribution; (d) Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this section; (e) Pursuant to a merger or share exchange effected in compliance with chapter 21 of this title if the issuing public corporation is a party to the agreement of merger or consolidation; (iii) Shares with respect to which voting rights are held pursuant to a revocable proxy conferring the right to vote on any matter, including a vote of shareholders under § 48-103-307 , or pursuant to written consent; or (iv) Any acquisition described in subdivision (3)(C);
(i) Shares acquired for the benefit of others by a person acting in the ordinary course of business, in good faith and not for the purpose of circumventing this part, to the extent that such person may not exercise or direct the exercise of the voting power of such shares except upon the instruction of others;
(ii) Shares or shares issuable upon conversion, exchange or exercise of securities convertible into or exchangeable or exercisable for shares acquired: (a) Before the date on which the issuing corporation becomes subject to this part; (b) Pursuant to a contract existing before the date on which the issuing corporation becomes subject to this part; (c) Pursuant to the laws of descent and distribution; (d) Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this section; (e) Pursuant to a merger or share exchange effected in compliance with chapter 21 of this title if the issuing public corporation is a party to the agreement of merger or consolidation;
(a) Before the date on which the issuing corporation becomes subject to this part;
(b) Pursuant to a contract existing before the date on which the issuing corporation becomes subject to this part;
(c) Pursuant to the laws of descent and distribution;
(d) Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this section;
(e) Pursuant to a merger or share exchange effected in compliance with chapter 21 of this title if the issuing public corporation is a party to the agreement of merger or consolidation;
(iii) Shares with respect to which voting rights are held pursuant to a revocable proxy conferring the right to vote on any matter, including a vote of shareholders under § 48-103-307 , or pursuant to written consent; or
(iv) Any acquisition described in subdivision (3)(C);
(C) Unless the acquisition, when added to the shares previously held by the acquiring person would entitle the acquiring person to exercise or direct the exercise of voting power in a range in excess of a range of voting power previously authorized pursuant to § 48-103-307 or subdivision (3)(B)(ii) the acquisition of shares, or of securities convertible into shares, does not constitute a control share acquisition if the acquisition is made: (i) By or from a person whose voting rights previously were authorized by the shareholders of the corporation in compliance with this part; (ii) By or from a person whose acquisition of shares of the corporation would have constituted a control share acquisition but for the application of any of the exceptions set forth in subdivision (3)(B)(ii); or (iii) By a person who acquires any of the shares that were previously transferred pursuant to subdivision (3)(B)(ii);
(i) By or from a person whose voting rights previously were authorized by the shareholders of the corporation in compliance with this part;
(ii) By or from a person whose acquisition of shares of the corporation would have constituted a control share acquisition but for the application of any of the exceptions set forth in subdivision (3)(B)(ii); or
(iii) By a person who acquires any of the shares that were previously transferred pursuant to subdivision (3)(B)(ii);
(4) "Control shares" means shares which, but for this part, would have voting power with respect to shares of a corporation that, when added to all other shares of the corporation owned by a person or with respect to which that person may exercise or direct the exercise of voting power, except by virtue of a revocable proxy or written consent, would entitle that person, immediately upon acquisition of the shares, to exercise or direct the exercise of voting power of the corporation in the election of directors within any of the following ranges of voting power: (A) One fifth (1/5) or more but less than one third (1/3) of all voting power; (B) One third (1/3) or more but less than a majority of all voting power; or (C) A majority or more of all voting power; provided, that "control shares" includes such shares only to the extent to which their acquisition causes the acquiring person to exceed any threshold of voting power set forth above for which approval has not been obtained previously pursuant to § 48-103-307 ;
(A) One fifth (1/5) or more but less than one third (1/3) of all voting power;
(B) One third (1/3) or more but less than a majority of all voting power; or
(C) A majority or more of all voting power; provided, that "control shares" includes such shares only to the extent to which their acquisition causes the acquiring person to exceed any threshold of voting power set forth above for which approval has not been obtained previously pursuant to § 48-103-307 ;
provided, that "control shares" includes such shares only to the extent to which their acquisition causes the acquiring person to exceed any threshold of voting power set forth above for which approval has not been obtained previously pursuant to § 48-103-307 ;
(5) "Corporation" means a corporation organized under the laws of Tennessee which has become subject to this part pursuant to § 48-103-310 and which has: (A) One hundred (100) or more shareholders; (B) Its principal place of business, its principal office, or substantial assets within Tennessee; and (C) Either: (i) More than ten percent (10%) of its shareholders resident in Tennessee; (ii) More than ten percent (10%) of its shares owned by shareholders resident in Tennessee; or (iii) Ten thousand (10,000) or more shareholders resident in Tennessee;
(A) One hundred (100) or more shareholders;
(B) Its principal place of business, its principal office, or substantial assets within Tennessee; and
(C) Either: (i) More than ten percent (10%) of its shareholders resident in Tennessee; (ii) More than ten percent (10%) of its shares owned by shareholders resident in Tennessee; or (iii) Ten thousand (10,000) or more shareholders resident in Tennessee;
(i) More than ten percent (10%) of its shareholders resident in Tennessee;
(ii) More than ten percent (10%) of its shares owned by shareholders resident in Tennessee; or
(iii) Ten thousand (10,000) or more shareholders resident in Tennessee;
(6) "Interested shares" means the shares of a corporation which are owned, or with respect to which an irrevocable proxy is held, by: (A) An acquiring person; (B) Any officer of the corporation; or (C) Any employee of the corporation who is also a director of the corporation; and
(A) An acquiring person;
(B) Any officer of the corporation; or
(C) Any employee of the corporation who is also a director of the corporation; and
(7) "Person" means any individual, corporation, partnership, unincorporated association or other entity and any "associate" (as defined in subdivision (1)) of such individual or entity.
Acts 1988, ch. 500, § 17; T.C.A., § 48-35-302.
Tenn. Code Ann. § 48-65-304 — TN Code / Title 48 / Chapter 65 / Section 48-65-304
Appeal from denial of reinstatement
Status: in_force

(a) If the secretary of state denies a foreign corporation's application for reinstatement following administrative revocation, the secretary of state shall serve the corporation under §§ 48-55-104 and 48-55-105 with a written communication that explains the reason or reasons for denial. (b) The corporation may appeal the denial of reinstatement to the chancery court of Davidson County within one (1) month after service of the communication of denial is perfected. The corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of the secretary of state's communication of denial. (c) The court may summarily order the secretary of state to reinstate the revoked corporation or may take other action the court considers appropriate. (d) The court's final decision may be appealed as in other civil proceedings. Acts 1987, ch. 242, § 15.33.
(a) If the secretary of state denies a foreign corporation's application for reinstatement following administrative revocation, the secretary of state shall serve the corporation under §§ 48-55-104 and 48-55-105 with a written communication that explains the reason or reasons for denial.
(b) The corporation may appeal the denial of reinstatement to the chancery court of Davidson County within one (1) month after service of the communication of denial is perfected. The corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of the secretary of state's communication of denial.
(c) The court may summarily order the secretary of state to reinstate the revoked corporation or may take other action the court considers appropriate.
(d) The court's final decision may be appealed as in other civil proceedings.
Acts 1987, ch. 242, § 15.33.
Tenn. Code Ann. § 48-21-105 — TN Code / Title 48 / Chapter 21 / Section 48-21-105
Merger of parent and subsidiary
Status: in_force

(a) A domestic parent corporation owning at least ninety percent (90%) of the outstanding voting shares of each class and series of a domestic or foreign subsidiary corporation or eligible interests of an other entity may either: (1) Merge the subsidiary corporation or other entity into the parent corporation; (2) Merge the parent corporation into the subsidiary corporation or other entity; or (3) Merge two (2) or more such subsidiary corporations or subsidiary other entities with and into each other. (b) The board of directors of the parent corporation shall adopt a plan of merger that sets forth: (1) The name of the parent corporation owning at least ninety percent (90%) of the outstanding voting shares of the subsidiary corporation or eligible interests of the other entity and the name of the subsidiary corporation(s) or other entity or entities to be a party to the merger, and the name of the corporation or other entity that is to survive the merger; (2) The terms and conditions of the merger; (3) The manner and basis of converting the shares of each corporation or eligible interests of the subsidiary or other entity into shares, eligible interests, obligations or other securities of the survivor or of any other corporation or other entity or into cash or other property or any combination of the foregoing; and (4) Such other provisions with respect to the proposed merger as the board considers necessary or desirable. (c) No vote of the shareholders of a subsidiary corporation or approval of interest holders of a subsidiary other entity shall be required with respect to such a merger. If the parent corporation will be the survivor, no vote of its shareholders shall be required. If the subsidiary corporation or other entity will be the survivor, the approval of the shareholders of the parent corporation shall be obtained in the manner provided in § 48-21-104 . (d) If under subsection (c) approval of a merger by the subsidiary's shareholders or interest holders is not required, the parent corporation shall, within ten (10) days after the effective date of the merger, notify each of the subsidiary's shareholders or interest holders that the merger has become effective. (e) Except as provided in subsections (a)-(d), a merger between a parent and a subsidiary shall be governed by the provisions of this chapter applicable to mergers generally. Acts 1986, ch. 887, § 11.04; 1989, ch. 451, § 34; 1994, ch. 776, § 39; T.C.A., § 48-21-104 ; Acts 1996, ch. 618, § 3; 2012, ch. 1051, § 39.
(a) A domestic parent corporation owning at least ninety percent (90%) of the outstanding voting shares of each class and series of a domestic or foreign subsidiary corporation or eligible interests of an other entity may either: (1) Merge the subsidiary corporation or other entity into the parent corporation; (2) Merge the parent corporation into the subsidiary corporation or other entity; or (3) Merge two (2) or more such subsidiary corporations or subsidiary other entities with and into each other.
(1) Merge the subsidiary corporation or other entity into the parent corporation;
(2) Merge the parent corporation into the subsidiary corporation or other entity; or
(3) Merge two (2) or more such subsidiary corporations or subsidiary other entities with and into each other.
(b) The board of directors of the parent corporation shall adopt a plan of merger that sets forth: (1) The name of the parent corporation owning at least ninety percent (90%) of the outstanding voting shares of the subsidiary corporation or eligible interests of the other entity and the name of the subsidiary corporation(s) or other entity or entities to be a party to the merger, and the name of the corporation or other entity that is to survive the merger; (2) The terms and conditions of the merger; (3) The manner and basis of converting the shares of each corporation or eligible interests of the subsidiary or other entity into shares, eligible interests, obligations or other securities of the survivor or of any other corporation or other entity or into cash or other property or any combination of the foregoing; and (4) Such other provisions with respect to the proposed merger as the board considers necessary or desirable.
(1) The name of the parent corporation owning at least ninety percent (90%) of the outstanding voting shares of the subsidiary corporation or eligible interests of the other entity and the name of the subsidiary corporation(s) or other entity or entities to be a party to the merger, and the name of the corporation or other entity that is to survive the merger;
(2) The terms and conditions of the merger;
(3) The manner and basis of converting the shares of each corporation or eligible interests of the subsidiary or other entity into shares, eligible interests, obligations or other securities of the survivor or of any other corporation or other entity or into cash or other property or any combination of the foregoing; and
(4) Such other provisions with respect to the proposed merger as the board considers necessary or desirable.
(c) No vote of the shareholders of a subsidiary corporation or approval of interest holders of a subsidiary other entity shall be required with respect to such a merger. If the parent corporation will be the survivor, no vote of its shareholders shall be required. If the subsidiary corporation or other entity will be the survivor, the approval of the shareholders of the parent corporation shall be obtained in the manner provided in § 48-21-104 .
(d) If under subsection (c) approval of a merger by the subsidiary's shareholders or interest holders is not required, the parent corporation shall, within ten (10) days after the effective date of the merger, notify each of the subsidiary's shareholders or interest holders that the merger has become effective.
(e) Except as provided in subsections (a)-(d), a merger between a parent and a subsidiary shall be governed by the provisions of this chapter applicable to mergers generally.
Acts 1986, ch. 887, § 11.04; 1989, ch. 451, § 34; 1994, ch. 776, § 39; T.C.A., § 48-21-104 ; Acts 1996, ch. 618, § 3; 2012, ch. 1051, § 39.
Tenn. Code Ann. § 48-18-508 — TN Code / Title 48 / Chapter 18 / Section 48-18-508
Insurance
Status: in_force

A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the individual against the same liability under § 48-18-502 or § 48-18-503 . Acts 1986, ch. 887, § 8.57.
A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the individual against the same liability under § 48-18-502 or § 48-18-503 .
Acts 1986, ch. 887, § 8.57.
Tenn. Code Ann. § 48-202-102 — TN Code / Title 48 / Chapter 202 / Section 48-202-102
Notice
Status: in_force

(a) General. Notice under chapters 201-248 of this title shall be in writing except that oral notice is effective if it is reasonable under the circumstances and not prohibited by the articles or operating agreement. (b) Methods of Notice. Notice may be communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television, or other form of public broadcast communication. (c) Effectiveness of Notice to Members by Mail. Written notice by a domestic LLC to its members, if in a comprehensible form, is effective when mailed, if mailed postpaid and correctly addressed to the member's address shown in the LLC's current record of members. (d) Notice to LLC. Written notice to a domestic or foreign LLC (authorized to transact business in this state) may be addressed to its registered agent at its registered office or to the LLC or its secretary at its principal office (or to a designated mailing address such as a post office box if the United States postal service does not deliver to the principal office) shown in its most recent annual report or, in the case of a foreign LLC that has not yet delivered an annual report, in its application for a certificate of authority. (e) General Effectiveness of Notice. Except as provided in subsection (c), written notice, if in a comprehensible form, is effective at the earliest of the following: (1) When received; (2) Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon; (3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (4) Twenty (20) days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed. (f) Oral notice is effective when communicated if communicated in a comprehensible manner. (g) If chapters 201-248 of this title prescribe notice requirements for particular circumstances, those requirements govern. If the articles or operating agreement prescribe notice requirements, not inconsistent with this section or other provisions of chapters 201-248 of this title, those requirements govern. Amended by 2014 Tenn. Acts, ch. 783,s 9, eff. 7/1/2014. Acts 1994, ch. 868, § 1.
(a) General. Notice under chapters 201-248 of this title shall be in writing except that oral notice is effective if it is reasonable under the circumstances and not prohibited by the articles or operating agreement.
(b) Methods of Notice. Notice may be communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television, or other form of public broadcast communication.
(c) Effectiveness of Notice to Members by Mail. Written notice by a domestic LLC to its members, if in a comprehensible form, is effective when mailed, if mailed postpaid and correctly addressed to the member's address shown in the LLC's current record of members.
(d) Notice to LLC. Written notice to a domestic or foreign LLC (authorized to transact business in this state) may be addressed to its registered agent at its registered office or to the LLC or its secretary at its principal office (or to a designated mailing address such as a post office box if the United States postal service does not deliver to the principal office) shown in its most recent annual report or, in the case of a foreign LLC that has not yet delivered an annual report, in its application for a certificate of authority.
(e) General Effectiveness of Notice. Except as provided in subsection (c), written notice, if in a comprehensible form, is effective at the earliest of the following: (1) When received; (2) Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon; (3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (4) Twenty (20) days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed.
(1) When received;
(2) Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon;
(3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or
(4) Twenty (20) days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed.
(f) Oral notice is effective when communicated if communicated in a comprehensible manner.
(g) If chapters 201-248 of this title prescribe notice requirements for particular circumstances, those requirements govern. If the articles or operating agreement prescribe notice requirements, not inconsistent with this section or other provisions of chapters 201-248 of this title, those requirements govern.
Amended by 2014 Tenn. Acts, ch. 783,s 9, eff. 7/1/2014.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-64-108 — TN Code / Title 48 / Chapter 64 / Section 48-64-108
Unknown claims against dissolved corporation
Status: in_force

(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. (b) The notice must: (1) Be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation's principal office (or, if none in this state, its registered office) is or was last located; (2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (3) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice. (c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within two (2) years after the publication date of the newspaper notice: (1) A claimant who did not receive written notice under § 48-64-107 ; (2) A claimant whose claim was timely sent to the dissolved corporation but not acted on; and (3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. (d) A claim may be enforced under this section: (1) Against the dissolved corporation, to the extent of its undistributed assets; or (2) If the assets have been distributed in liquidation, against any person other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee's pro rata share of the claim or the corporate assets distributed to the distributee in liquidation, whichever is less, but the distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee. Acts 1987, ch. 242, § 14.08.
(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.
(b) The notice must: (1) Be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation's principal office (or, if none in this state, its registered office) is or was last located; (2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (3) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice.
(1) Be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation's principal office (or, if none in this state, its registered office) is or was last located;
(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(3) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice.
(c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within two (2) years after the publication date of the newspaper notice: (1) A claimant who did not receive written notice under § 48-64-107 ; (2) A claimant whose claim was timely sent to the dissolved corporation but not acted on; and (3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(1) A claimant who did not receive written notice under § 48-64-107 ;
(2) A claimant whose claim was timely sent to the dissolved corporation but not acted on; and
(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim may be enforced under this section: (1) Against the dissolved corporation, to the extent of its undistributed assets; or (2) If the assets have been distributed in liquidation, against any person other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee's pro rata share of the claim or the corporate assets distributed to the distributee in liquidation, whichever is less, but the distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.
(1) Against the dissolved corporation, to the extent of its undistributed assets; or
(2) If the assets have been distributed in liquidation, against any person other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee's pro rata share of the claim or the corporate assets distributed to the distributee in liquidation, whichever is less, but the distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.
Acts 1987, ch. 242, § 14.08.
Tenn. Code Ann. § 48-249-1001 — TN Code / Title 48 / Chapter 249 / Section 48-249-1001
Reservation of power to amend or repeal
Status: in_force

The general assembly has the power to amend or repeal all or part of this chapter at any time, and all domestic and foreign LLCs subject to this chapter shall be governed by the amendment or repeal. Acts 2005, ch. 286, § 1.
The general assembly has the power to amend or repeal all or part of this chapter at any time, and all domestic and foreign LLCs subject to this chapter shall be governed by the amendment or repeal.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-241-106 — TN Code / Title 48 / Chapter 241 / Section 48-241-106
Managers considered elected
Status: in_force

If the LLC is board-managed, in the absence of an election or appointment of managers by the board of governors, or if the LLC is member-managed in the absence of an election or appointment of managers by the members, then the person or persons exercising the principal functions of the chief manager or the secretary are considered to have been elected to those offices, except for the purpose of determining the location of the principal executive office, which in that case is the registered office of the LLC. Acts 1994, ch. 868, § 1.
If the LLC is board-managed, in the absence of an election or appointment of managers by the board of governors, or if the LLC is member-managed in the absence of an election or appointment of managers by the members, then the person or persons exercising the principal functions of the chief manager or the secretary are considered to have been elected to those offices, except for the purpose of determining the location of the principal executive office, which in that case is the registered office of the LLC.
Acts 1994, ch. 868, § 1.
Tenn. Code Ann. § 48-246-102 — TN Code / Title 48 / Chapter 246 / Section 48-246-102
Activities not constituting transacting business
Status: in_force

(a) The following activities of a foreign LLC, among others, do not constitute transacting business within the meaning of this chapter or § 48-247-110 : (1) Maintaining, defending, or settling any proceeding, claim, or dispute; (2) Holding meetings of its members or representatives or carrying on any other activities concerning its internal affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign LLC's own securities or appointing and maintaining trustees or depositories with respect to those securities; (5) Selling through independent contractors; (6) Soliciting or obtaining orders, whether by mail or through representatives or otherwise, if the orders require acceptance outside this state before they become contracts; (7) Creating or acquiring indebtedness, deeds of trust, mortgages, and security interests in real or personal property; (8) Securing or collecting debts or enforcing mortgages, deeds of trust, and security interests in property securing the debts; (9) Owning, without more, real or personal property; provided, that for a reasonable time the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust shall also not be considered transacting business if the owner is attempting to liquidate the investment and if no office or other agency therefor, other than an independent agency, is maintained in this state; (10) Conducting an isolated transaction that is completed within one (1) month and that is not one in the course of repeated transactions of a like nature; or (11) Transacting business in interstate commerce. (b) An organization formed or organized under the laws of any foreign jurisdiction or the laws of any jurisdiction other than the state of Tennessee shall not be deemed to be doing business in Tennessee for purposes of obtaining a certificate of authority to do business solely by reason of its being or acting in its capacity as a member of a foreign or domestic LLC. (c) The list of activities in subsection (a) is not exhaustive, and is applicable solely to determine whether a foreign LLC must procure a certificate of authority and for no other purpose. This section does not apply in determining the contacts or activities that may subject a foreign LLC or its members to service of process or taxation in this state or to regulation under any other law of this state. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 82.
(a) The following activities of a foreign LLC, among others, do not constitute transacting business within the meaning of this chapter or § 48-247-110 : (1) Maintaining, defending, or settling any proceeding, claim, or dispute; (2) Holding meetings of its members or representatives or carrying on any other activities concerning its internal affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign LLC's own securities or appointing and maintaining trustees or depositories with respect to those securities; (5) Selling through independent contractors; (6) Soliciting or obtaining orders, whether by mail or through representatives or otherwise, if the orders require acceptance outside this state before they become contracts; (7) Creating or acquiring indebtedness, deeds of trust, mortgages, and security interests in real or personal property; (8) Securing or collecting debts or enforcing mortgages, deeds of trust, and security interests in property securing the debts; (9) Owning, without more, real or personal property; provided, that for a reasonable time the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust shall also not be considered transacting business if the owner is attempting to liquidate the investment and if no office or other agency therefor, other than an independent agency, is maintained in this state; (10) Conducting an isolated transaction that is completed within one (1) month and that is not one in the course of repeated transactions of a like nature; or (11) Transacting business in interstate commerce.
(1) Maintaining, defending, or settling any proceeding, claim, or dispute;
(2) Holding meetings of its members or representatives or carrying on any other activities concerning its internal affairs;
(3) Maintaining bank accounts;
(4) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign LLC's own securities or appointing and maintaining trustees or depositories with respect to those securities;
(5) Selling through independent contractors;
(6) Soliciting or obtaining orders, whether by mail or through representatives or otherwise, if the orders require acceptance outside this state before they become contracts;
(7) Creating or acquiring indebtedness, deeds of trust, mortgages, and security interests in real or personal property;
(8) Securing or collecting debts or enforcing mortgages, deeds of trust, and security interests in property securing the debts;
(9) Owning, without more, real or personal property; provided, that for a reasonable time the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust shall also not be considered transacting business if the owner is attempting to liquidate the investment and if no office or other agency therefor, other than an independent agency, is maintained in this state;
(10) Conducting an isolated transaction that is completed within one (1) month and that is not one in the course of repeated transactions of a like nature; or
(11) Transacting business in interstate commerce.
(b) An organization formed or organized under the laws of any foreign jurisdiction or the laws of any jurisdiction other than the state of Tennessee shall not be deemed to be doing business in Tennessee for purposes of obtaining a certificate of authority to do business solely by reason of its being or acting in its capacity as a member of a foreign or domestic LLC.
(c) The list of activities in subsection (a) is not exhaustive, and is applicable solely to determine whether a foreign LLC must procure a certificate of authority and for no other purpose. This section does not apply in determining the contacts or activities that may subject a foreign LLC or its members to service of process or taxation in this state or to regulation under any other law of this state.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 82.
Tenn. Code Ann. § 48-249-914 — TN Code / Title 48 / Chapter 249 / Section 48-249-914
Enjoined from doing business
Status: in_force

The attorney general and reporter shall, upon the attorney general and reporter's own motion, or upon the relation of proper parties, proceed by complaint in the chancery court of Davidson County or in the chancery court of any county in which a foreign LLC is transacting or has transacted business, to enjoin the foreign LLC, or any representative of the foreign LLC, from transacting any business in this state, if the foreign LLC has failed to obtain or maintain a certificate of authority, or if the foreign LLC has secured a certificate of authority from the secretary of state under § 48-249-904 on the basis of false or misleading representations. The reasonable attorney fees and expenses of such proceeding by the attorney general and reporter may be recovered from the foreign LLC, at the discretion of the court, if an injunction is obtained. Acts 2005, ch. 286, § 1.
The attorney general and reporter shall, upon the attorney general and reporter's own motion, or upon the relation of proper parties, proceed by complaint in the chancery court of Davidson County or in the chancery court of any county in which a foreign LLC is transacting or has transacted business, to enjoin the foreign LLC, or any representative of the foreign LLC, from transacting any business in this state, if the foreign LLC has failed to obtain or maintain a certificate of authority, or if the foreign LLC has secured a certificate of authority from the secretary of state under § 48-249-904 on the basis of false or misleading representations. The reasonable attorney fees and expenses of such proceeding by the attorney general and reporter may be recovered from the foreign LLC, at the discretion of the court, if an injunction is obtained.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-101-105 — TN Code / Title 48 / Chapter 101 / Section 48-101-105
Powers
Status: in_force

Subject to the limitations of this part and the certificate of incorporation, every corporation incorporated under this part has all the powers, privileges, and immunities of private corporations incorporated under the general laws of this state and, in addition, has the powers to: (1) (A) Borrow money for any of the purposes of the corporation; (B) Issue therefor its bonds, debentures, notes, or other evidences of indebtedness, whether secured or unsecured; and (C) Secure the same by mortgage, pledge, deed of trust, or other lien on its property, franchises, rights and privileges of every kind and nature or any part thereof or interest therein; (2) Lend money to, and to guarantee, endorse, or act as surety on the bonds, notes, contracts, or other obligations of, or otherwise assist financially any person, firm, corporation, joint stock company, association, or trust, and to establish and regulate the terms and conditions with respect to any such loans or financial assistance and the charges for interest and service connected therewith; provided, that the corporation shall not approve any application for a loan unless and until the person, firm, corporation, joint stock company, association, or trust applying for the loan shall show that such person or entity has applied for the loan through ordinary banking channels and that the loan has been refused by at least one (1) bank or other financial institution that would be qualified by statute to make such a loan, it not being the intention hereof to take from any banking organizations any such loans or commitments as may be desired by such organizations generally in the ordinary course of their business; (3) Purchase, receive, hold, lease, or otherwise acquire, and to sell, convey, transfer, mortgage, lease, pledge, or otherwise dispose of, upon such terms and conditions as its board of directors may deem advisable, real and personal property, together with such rights and privileges as may be incidental and appurtenant thereto and the use thereof, including, but not restricted to, any real or personal property acquired by such corporation from time to time in the satisfaction of debts or enforcement of obligations; (4) (A) Acquire the goodwill, business, rights, real and personal property and other assets, or any part thereof, or interest therein, of such persons, firms, corporations, joint stock companies, and to assume, undertake, guarantee, or pay the obligations, debts, and liabilities of any such person, firm, corporation, joint stock company, association, or trust; (B) Acquire improved or unimproved real estate for the purpose of constructing industrial plants or other business establishments thereon or for the purpose of disposing of such real estate to others for the construction of industrial plants or other business establishments; and (C) Acquire, construct, or reconstruct, alter, repair, maintain, operate, sell, convey, transfer, lease, or otherwise dispose of industrial plants or business establishments; (5) Acquire, subscribe for, own, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of the stock, shares, bonds, debentures, notes, or other securities and evidences of interest in, or indebtedness of, any person, firm, corporation, joint stock company, association, or trust, and while the owner or holder thereof, to exercise all the rights, powers and privileges of ownership, including the right to vote thereon; (6) Mortgage, pledge, or otherwise encumber any property, right or thing of value, acquired pursuant to the powers contained in subdivision (3), (4) or (5) as security for the payment of any part of the purchase price thereof; (7) Cooperate with and avail itself of the facilities of the small business administration and the Small Business Investment Company Act of 1958 ( 15 U.S.C. § 661 et seq.), or any similar federal agencies or programs; (8) Cooperate with and avail itself of the facilities of the former Tennessee board for economic growth [repealed] and any similar governmental agencies, and to cooperate with and assist, and otherwise encourage, local organizations in the various communities in the state in the promotion, assistance and development of the business prosperity and economic welfare of such communities or of the state, or of any part thereof; and (9) Do all acts and things necessary or convenient to carry out the powers expressly granted in this part. Acts 1959, ch. 170, § 5; impl. am. Acts 1972, ch. 542, § 15; T.C.A., §§ 48-1705, 48-3-105; impl. am. Acts 1995, ch. 347, § 1.
Subject to the limitations of this part and the certificate of incorporation, every corporation incorporated under this part has all the powers, privileges, and immunities of private corporations incorporated under the general laws of this state and, in addition, has the powers to:
(1) (A) Borrow money for any of the purposes of the corporation; (B) Issue therefor its bonds, debentures, notes, or other evidences of indebtedness, whether secured or unsecured; and (C) Secure the same by mortgage, pledge, deed of trust, or other lien on its property, franchises, rights and privileges of every kind and nature or any part thereof or interest therein;
(A) Borrow money for any of the purposes of the corporation;
(B) Issue therefor its bonds, debentures, notes, or other evidences of indebtedness, whether secured or unsecured; and
(C) Secure the same by mortgage, pledge, deed of trust, or other lien on its property, franchises, rights and privileges of every kind and nature or any part thereof or interest therein;
(2) Lend money to, and to guarantee, endorse, or act as surety on the bonds, notes, contracts, or other obligations of, or otherwise assist financially any person, firm, corporation, joint stock company, association, or trust, and to establish and regulate the terms and conditions with respect to any such loans or financial assistance and the charges for interest and service connected therewith; provided, that the corporation shall not approve any application for a loan unless and until the person, firm, corporation, joint stock company, association, or trust applying for the loan shall show that such person or entity has applied for the loan through ordinary banking channels and that the loan has been refused by at least one (1) bank or other financial institution that would be qualified by statute to make such a loan, it not being the intention hereof to take from any banking organizations any such loans or commitments as may be desired by such organizations generally in the ordinary course of their business;
(3) Purchase, receive, hold, lease, or otherwise acquire, and to sell, convey, transfer, mortgage, lease, pledge, or otherwise dispose of, upon such terms and conditions as its board of directors may deem advisable, real and personal property, together with such rights and privileges as may be incidental and appurtenant thereto and the use thereof, including, but not restricted to, any real or personal property acquired by such corporation from time to time in the satisfaction of debts or enforcement of obligations;
(4) (A) Acquire the goodwill, business, rights, real and personal property and other assets, or any part thereof, or interest therein, of such persons, firms, corporations, joint stock companies, and to assume, undertake, guarantee, or pay the obligations, debts, and liabilities of any such person, firm, corporation, joint stock company, association, or trust; (B) Acquire improved or unimproved real estate for the purpose of constructing industrial plants or other business establishments thereon or for the purpose of disposing of such real estate to others for the construction of industrial plants or other business establishments; and (C) Acquire, construct, or reconstruct, alter, repair, maintain, operate, sell, convey, transfer, lease, or otherwise dispose of industrial plants or business establishments;
(A) Acquire the goodwill, business, rights, real and personal property and other assets, or any part thereof, or interest therein, of such persons, firms, corporations, joint stock companies, and to assume, undertake, guarantee, or pay the obligations, debts, and liabilities of any such person, firm, corporation, joint stock company, association, or trust;
(B) Acquire improved or unimproved real estate for the purpose of constructing industrial plants or other business establishments thereon or for the purpose of disposing of such real estate to others for the construction of industrial plants or other business establishments; and
(C) Acquire, construct, or reconstruct, alter, repair, maintain, operate, sell, convey, transfer, lease, or otherwise dispose of industrial plants or business establishments;
(5) Acquire, subscribe for, own, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of the stock, shares, bonds, debentures, notes, or other securities and evidences of interest in, or indebtedness of, any person, firm, corporation, joint stock company, association, or trust, and while the owner or holder thereof, to exercise all the rights, powers and privileges of ownership, including the right to vote thereon;
(6) Mortgage, pledge, or otherwise encumber any property, right or thing of value, acquired pursuant to the powers contained in subdivision (3), (4) or (5) as security for the payment of any part of the purchase price thereof;
(7) Cooperate with and avail itself of the facilities of the small business administration and the Small Business Investment Company Act of 1958 ( 15 U.S.C. § 661 et seq.), or any similar federal agencies or programs;
(8) Cooperate with and avail itself of the facilities of the former Tennessee board for economic growth [repealed] and any similar governmental agencies, and to cooperate with and assist, and otherwise encourage, local organizations in the various communities in the state in the promotion, assistance and development of the business prosperity and economic welfare of such communities or of the state, or of any part thereof; and
(9) Do all acts and things necessary or convenient to carry out the powers expressly granted in this part.
Acts 1959, ch. 170, § 5; impl. am. Acts 1972, ch. 542, § 15; T.C.A., §§ 48-1705, 48-3-105; impl. am. Acts 1995, ch. 347, § 1.
Tenn. Code Ann. § 48-18-704 — TN Code / Title 48 / Chapter 18 / Section 48-18-704
Shareholders' action
Status: in_force

(a) Shareholders' action respecting a director's or officer's conflicting interest transaction is effective for purposes of § 48-18-702(b)(2) if a majority of the votes cast by the holders of all qualified shares are in favor of the transaction after: (1) Notice to shareholders describing the action to be taken respecting the transaction; (2) Provision to the corporation of the information referred to in subsection (b); and (3) Communication to the shareholders entitled to vote on the transaction of the information that is the subject of required disclosure, to the extent the information is not known by them. (b) A director or officer who has conflicting interest respecting the transaction shall, before the shareholders' vote, inform the secretary or other officer or agent of the corporation authorized to tabulate votes, in writing, of the number of shares that the director or officer knows are not qualified shares under subsection (c), and the identity of the holders of those shares. (c) For purposes of this section: (1) "Holder" means, and "held by" refers to, shares held by both a record shareholder (as defined in § 48-23-101 ) and a beneficial shareholder (as defined in § 48-23-101 ); and (2) "Qualified shares" means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to tabulate votes either knows, or under subsection (b) is notified, are held by: (A) A director or officer who has a conflicting interest respecting the transaction; or (B) A related person of the director or officer (excluding a person described in § 48-18-701(7)(F) ). (d) A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of compliance with this section. Subject to subsection (e), shareholders' action that otherwise complies with this section is not affected by the presence of holders, or by the voting, of shares that are not qualified shares. (e) If a shareholders' vote does not comply with subsection (a) solely because of a director's or officer's failure to comply with subsection (b), and if the director or officer establishes that the failure was not intended to influence and did not in fact determine the outcome of the vote, the court may take such action respecting the transaction and the director or officer, and may give such effect, if any, to the shareholders' vote, as the court considers appropriate in the circumstances. (f) Where shareholders' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the charter, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the shareholders, in which action shares that are not qualified shares may participate. Acts 2012, ch. 1051, § 36.
(a) Shareholders' action respecting a director's or officer's conflicting interest transaction is effective for purposes of § 48-18-702(b)(2) if a majority of the votes cast by the holders of all qualified shares are in favor of the transaction after: (1) Notice to shareholders describing the action to be taken respecting the transaction; (2) Provision to the corporation of the information referred to in subsection (b); and (3) Communication to the shareholders entitled to vote on the transaction of the information that is the subject of required disclosure, to the extent the information is not known by them.
(1) Notice to shareholders describing the action to be taken respecting the transaction;
(2) Provision to the corporation of the information referred to in subsection (b); and
(3) Communication to the shareholders entitled to vote on the transaction of the information that is the subject of required disclosure, to the extent the information is not known by them.
(b) A director or officer who has conflicting interest respecting the transaction shall, before the shareholders' vote, inform the secretary or other officer or agent of the corporation authorized to tabulate votes, in writing, of the number of shares that the director or officer knows are not qualified shares under subsection (c), and the identity of the holders of those shares.
(c) For purposes of this section: (1) "Holder" means, and "held by" refers to, shares held by both a record shareholder (as defined in § 48-23-101 ) and a beneficial shareholder (as defined in § 48-23-101 ); and (2) "Qualified shares" means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to tabulate votes either knows, or under subsection (b) is notified, are held by: (A) A director or officer who has a conflicting interest respecting the transaction; or (B) A related person of the director or officer (excluding a person described in § 48-18-701(7)(F) ).
(1) "Holder" means, and "held by" refers to, shares held by both a record shareholder (as defined in § 48-23-101 ) and a beneficial shareholder (as defined in § 48-23-101 ); and
(2) "Qualified shares" means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to tabulate votes either knows, or under subsection (b) is notified, are held by: (A) A director or officer who has a conflicting interest respecting the transaction; or (B) A related person of the director or officer (excluding a person described in § 48-18-701(7)(F) ).
(A) A director or officer who has a conflicting interest respecting the transaction; or
(B) A related person of the director or officer (excluding a person described in § 48-18-701(7)(F) ).
(d) A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of compliance with this section. Subject to subsection (e), shareholders' action that otherwise complies with this section is not affected by the presence of holders, or by the voting, of shares that are not qualified shares.
(e) If a shareholders' vote does not comply with subsection (a) solely because of a director's or officer's failure to comply with subsection (b), and if the director or officer establishes that the failure was not intended to influence and did not in fact determine the outcome of the vote, the court may take such action respecting the transaction and the director or officer, and may give such effect, if any, to the shareholders' vote, as the court considers appropriate in the circumstances.
(f) Where shareholders' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the charter, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the shareholders, in which action shares that are not qualified shares may participate.
Acts 2012, ch. 1051, § 36.
Tenn. Code Ann. § 48-26-203 — TN Code / Title 48 / Chapter 26 / Section 48-26-203
Filing annual report with secretary of state
Status: in_force

(a) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall deliver to the secretary of state for filing an annual report that sets forth: (1) The name of the corporation and the state or country under whose law it is incorporated; (2) The street address, including the zip code, of its registered office (and a mailing address such as a post office box if the United States postal service does not deliver to the registered office), the county in which the office is located, and the name of its registered agent at that office in this state; (3) The street address, including the zip code, of its principal office (and a mailing address such as a post office box if the United States postal service does not deliver to the principal office); (4) The names and business addresses, including the zip code, of its directors and principal officers; and (5) The federal employer identification number (FEIN) of the corporation, or its corporation control number as assigned by the secretary of state. (b) Information in the annual report shall be current as of the date the annual report is executed on behalf of the corporation. An annual report of a domestic corporation that sets forth a change of the principal office of the domestic corporation shall be deemed to be an amendment to the charter of the domestic corporation, and the domestic corporation shall not be required to take any further action to amend the charter of the domestic corporation under chapter 20 of this title with respect to such amendment. An annual report of a foreign corporation that sets forth a change of the principal executive office of the foreign corporation shall be deemed to be an amendment to the certificate of authority of the foreign corporation, and the foreign corporation shall not be required to take any further action to amend the certificate of authority of the foreign corporation under § 48-25-104 with respect to such amendment. An annual report of a domestic or foreign corporation that sets forth a change of the registered office or registered agent of the domestic or foreign corporation shall be deemed to be a statement of change for purposes of §§ 48-15-102 and 48-25-108 , respectively, and the domestic or foreign corporation shall not be required to take any further action under §§ 48-15-102 and 48-25-108 , respectively, with respect to such change. (c) Every corporation shall file the annual report with the secretary of state on or before the first day of the fourth month following the close of the corporation's fiscal year, or upon a date set by rule by the secretary of state, if a domestic corporation or a foreign corporation. (d) State and national banks shall not be required to file annual reports pursuant to this section. (e) The secretary of state shall make a report to the commissioner of revenue, by the fifteenth day of each month, of any and all new corporations that have been licensed or authorized to operate in the state during the preceding month, giving the name and address of each new corporation, foreign or domestic. (f) The secretary of state shall furnish the commissioner of revenue, by the fifteenth day of each month, a list of all corporations that have surrendered their charters, have had their charters revoked, or have ceased to do business in the state during the preceding month. Amended by 2020 Tenn. Acts, ch. 719, s 7, eff. 6/22/2020. Amended by 2014 Tenn. Acts, ch. 783, s 8, eff. 7/1/2014. Amended by 2014 Tenn. Acts, ch. 783, s 7, eff. 7/1/2014. Acts 1986, ch. 887, § 16.22; 1987, ch. 273, §§ 44, 45, 48; 1989, ch. 451, § 32; 1990, ch. 848, §§ 1, 2, 5; 1991, ch. 188, § 14; 2012, ch. 1051, §§ 57 - 60.
(a) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall deliver to the secretary of state for filing an annual report that sets forth: (1) The name of the corporation and the state or country under whose law it is incorporated; (2) The street address, including the zip code, of its registered office (and a mailing address such as a post office box if the United States postal service does not deliver to the registered office), the county in which the office is located, and the name of its registered agent at that office in this state; (3) The street address, including the zip code, of its principal office (and a mailing address such as a post office box if the United States postal service does not deliver to the principal office); (4) The names and business addresses, including the zip code, of its directors and principal officers; and (5) The federal employer identification number (FEIN) of the corporation, or its corporation control number as assigned by the secretary of state.
(1) The name of the corporation and the state or country under whose law it is incorporated;
(2) The street address, including the zip code, of its registered office (and a mailing address such as a post office box if the United States postal service does not deliver to the registered office), the county in which the office is located, and the name of its registered agent at that office in this state;
(3) The street address, including the zip code, of its principal office (and a mailing address such as a post office box if the United States postal service does not deliver to the principal office);
(4) The names and business addresses, including the zip code, of its directors and principal officers; and
(5) The federal employer identification number (FEIN) of the corporation, or its corporation control number as assigned by the secretary of state.
(b) Information in the annual report shall be current as of the date the annual report is executed on behalf of the corporation. An annual report of a domestic corporation that sets forth a change of the principal office of the domestic corporation shall be deemed to be an amendment to the charter of the domestic corporation, and the domestic corporation shall not be required to take any further action to amend the charter of the domestic corporation under chapter 20 of this title with respect to such amendment. An annual report of a foreign corporation that sets forth a change of the principal executive office of the foreign corporation shall be deemed to be an amendment to the certificate of authority of the foreign corporation, and the foreign corporation shall not be required to take any further action to amend the certificate of authority of the foreign corporation under § 48-25-104 with respect to such amendment. An annual report of a domestic or foreign corporation that sets forth a change of the registered office or registered agent of the domestic or foreign corporation shall be deemed to be a statement of change for purposes of §§ 48-15-102 and 48-25-108 , respectively, and the domestic or foreign corporation shall not be required to take any further action under §§ 48-15-102 and 48-25-108 , respectively, with respect to such change.
(c) Every corporation shall file the annual report with the secretary of state on or before the first day of the fourth month following the close of the corporation's fiscal year, or upon a date set by rule by the secretary of state, if a domestic corporation or a foreign corporation.
(d) State and national banks shall not be required to file annual reports pursuant to this section.
(e) The secretary of state shall make a report to the commissioner of revenue, by the fifteenth day of each month, of any and all new corporations that have been licensed or authorized to operate in the state during the preceding month, giving the name and address of each new corporation, foreign or domestic.
(f) The secretary of state shall furnish the commissioner of revenue, by the fifteenth day of each month, a list of all corporations that have surrendered their charters, have had their charters revoked, or have ceased to do business in the state during the preceding month.
Amended by 2020 Tenn. Acts, ch. 719, s 7, eff. 6/22/2020.
Amended by 2014 Tenn. Acts, ch. 783, s 8, eff. 7/1/2014.
Amended by 2014 Tenn. Acts, ch. 783, s 7, eff. 7/1/2014.
Acts 1986, ch. 887, § 16.22; 1987, ch. 273, §§ 44, 45, 48; 1989, ch. 451, § 32; 1990, ch. 848, §§ 1, 2, 5; 1991, ch. 188, § 14; 2012, ch. 1051, §§ 57 - 60.
Tenn. Code Ann. § 48-102-105 — TN Code / Title 48 / Chapter 102 / Section 48-102-105
Control of property - Conveyances
Status: in_force

(a) Any and all property, real or personal, owned or held by the grand lodge, and all subordinate lodges thereof, irrespective of the amount of property, shall be held, owned, controlled, enjoyed, and disposed of, or encumbered by those bodies, with all the rights and privileges provided for herein, and no question shall be made of the amount, kind, or character of such property, or the manner of its acquisition or its right to hold the same according to the title or interest vested in the body or bodies. (b) The subordinate lodges may sell or convey their real property only by and with the permission of the grand lodge or the grand master. Acts 1925, ch. 136, § 5; Shan. Supp., § 2577a12; Code 1932, § 4427; Acts 1957, ch. 359, § 2; 1967, ch. 38, § 1; T.C.A. (orig. ed.), §§ 48-1505, 48-4-105.
(a) Any and all property, real or personal, owned or held by the grand lodge, and all subordinate lodges thereof, irrespective of the amount of property, shall be held, owned, controlled, enjoyed, and disposed of, or encumbered by those bodies, with all the rights and privileges provided for herein, and no question shall be made of the amount, kind, or character of such property, or the manner of its acquisition or its right to hold the same according to the title or interest vested in the body or bodies.
(b) The subordinate lodges may sell or convey their real property only by and with the permission of the grand lodge or the grand master.
Acts 1925, ch. 136, § 5; Shan. Supp., § 2577a12; Code 1932, § 4427; Acts 1957, ch. 359, § 2; 1967, ch. 38, § 1; T.C.A. (orig. ed.), §§ 48-1505, 48-4-105.
Tenn. Code Ann. § 48-103-501 — TN Code / Title 48 / Chapter 103 / Section 48-103-501
Short title - Applicability
Status: in_force

(a) This part shall be known and may be cited as the "Tennessee Greenmail Act." (b) The requirements of this part shall be applicable to any corporation chartered under the laws of Tennessee 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 Securities Exchange Act of 1934 ( 15 U.S.C. § 781 l (g)),as amended. Acts 1988, ch. 500, § 27; T.C.A., § 48-35-501.
(a) This part shall be known and may be cited as the "Tennessee Greenmail Act."
(b) The requirements of this part shall be applicable to any corporation chartered under the laws of Tennessee 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 Securities Exchange Act of 1934 ( 15 U.S.C. § 781 l (g)),as amended.
Acts 1988, ch. 500, § 27; T.C.A., § 48-35-501.
Tenn. Code Ann. § 48-222-101 — TN Code / Title 48 / Chapter 222 / Section 48-222-101
Meetings of members
Status: in_force

(a) Frequency - Member-Managed. Unless the LLC has elected in its articles to be board-managed, meetings of members may but need not be held unless required by the articles or operating agreement. Unless otherwise provided by the articles, operating agreement or by chapters 201-248 of this title, no particular business is required to be transacted at a meeting, and any business appropriate for action by the members may be transacted at any meeting. (b) Frequency - Board-Managed. If the LLC has elected in its articles to be board-managed, unless the articles or operating agreement provide for more frequent meetings, there shall be an annual meeting of the members. At such annual meeting, the governors shall be elected and any other proper business may be conducted. (c) Demand for Meeting. Unless otherwise provided by the articles or operating agreement, a meeting of the members of an LLC may be called by any one (1) or more of the following persons: (1) The chief manager, the secretary or any member; or (2) If the LLC is board-managed, in addition to those persons in subdivision (c)(1), a meeting of the members of the LLC may be called by any governor of the LLC. (d) Calling of Meeting. (1) The person having the authority to call a meeting under subsection (c) may call the meeting by: (A) Giving written notice of demand to the members in accordance with § 48-222-102 ; or (B) Giving written notice of demand to the secretary of the LLC who shall give such notice to the members, in accordance with § 48-222-102 , at the expense of the LLC, within seven (7) days after receipt of the demand. (2) If the secretary fails to cause a meeting to be called and held as required by this subsection (d), the person making that demand may call the meeting by giving notice as required by § 48-222-102 , all at the expense of the LLC. In any case, the notice of a meeting of members must be given no fewer than ten (10) days nor more than two (2) months before the meeting date. (e) Time and Place. Meetings must be held on the date and at the time and place fixed by the person authorized by chapters 201-248 of this title or by the articles or operating agreement to call a meeting, except that a meeting called by or at the demand of any member pursuant to subsection (c) must be held in the county in which the principal executive office is located or, if there is no principal executive office, in the county in which the registered office is located unless the articles or operating agreement provide for a specific county, in or out of the state, in which such meeting must be held. A meeting by electronic conference will be deemed to be held at the principal executive office or registered office, as required by chapters 201-248 of this title or at the place properly named in the notice calling the meeting. (f) Business Limited. Except for the annual meeting required in subsection (b) for a board-managed LLC, or as otherwise provided in the articles or operating agreement, the business transacted at a meeting is limited to the purposes stated in the notice of the meeting. (g) Validity of Actions. The failure for any reason to hold any regularly scheduled meeting on the date stated in the articles or operating agreement does not affect the validity of any action taken by the LLC. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 31.
(a) Frequency - Member-Managed. Unless the LLC has elected in its articles to be board-managed, meetings of members may but need not be held unless required by the articles or operating agreement. Unless otherwise provided by the articles, operating agreement or by chapters 201-248 of this title, no particular business is required to be transacted at a meeting, and any business appropriate for action by the members may be transacted at any meeting.
(b) Frequency - Board-Managed. If the LLC has elected in its articles to be board-managed, unless the articles or operating agreement provide for more frequent meetings, there shall be an annual meeting of the members. At such annual meeting, the governors shall be elected and any other proper business may be conducted.
(c) Demand for Meeting. Unless otherwise provided by the articles or operating agreement, a meeting of the members of an LLC may be called by any one (1) or more of the following persons: (1) The chief manager, the secretary or any member; or (2) If the LLC is board-managed, in addition to those persons in subdivision (c)(1), a meeting of the members of the LLC may be called by any governor of the LLC.
(1) The chief manager, the secretary or any member; or
(2) If the LLC is board-managed, in addition to those persons in subdivision (c)(1), a meeting of the members of the LLC may be called by any governor of the LLC.
(d) Calling of Meeting. (1) The person having the authority to call a meeting under subsection (c) may call the meeting by: (A) Giving written notice of demand to the members in accordance with § 48-222-102 ; or (B) Giving written notice of demand to the secretary of the LLC who shall give such notice to the members, in accordance with § 48-222-102 , at the expense of the LLC, within seven (7) days after receipt of the demand. (2) If the secretary fails to cause a meeting to be called and held as required by this subsection (d), the person making that demand may call the meeting by giving notice as required by § 48-222-102 , all at the expense of the LLC. In any case, the notice of a meeting of members must be given no fewer than ten (10) days nor more than two (2) months before the meeting date.
(1) The person having the authority to call a meeting under subsection (c) may call the meeting by: (A) Giving written notice of demand to the members in accordance with § 48-222-102 ; or (B) Giving written notice of demand to the secretary of the LLC who shall give such notice to the members, in accordance with § 48-222-102 , at the expense of the LLC, within seven (7) days after receipt of the demand.
(A) Giving written notice of demand to the members in accordance with § 48-222-102 ; or
(B) Giving written notice of demand to the secretary of the LLC who shall give such notice to the members, in accordance with § 48-222-102 , at the expense of the LLC, within seven (7) days after receipt of the demand.
(2) If the secretary fails to cause a meeting to be called and held as required by this subsection (d), the person making that demand may call the meeting by giving notice as required by § 48-222-102 , all at the expense of the LLC. In any case, the notice of a meeting of members must be given no fewer than ten (10) days nor more than two (2) months before the meeting date.
(e) Time and Place. Meetings must be held on the date and at the time and place fixed by the person authorized by chapters 201-248 of this title or by the articles or operating agreement to call a meeting, except that a meeting called by or at the demand of any member pursuant to subsection (c) must be held in the county in which the principal executive office is located or, if there is no principal executive office, in the county in which the registered office is located unless the articles or operating agreement provide for a specific county, in or out of the state, in which such meeting must be held. A meeting by electronic conference will be deemed to be held at the principal executive office or registered office, as required by chapters 201-248 of this title or at the place properly named in the notice calling the meeting.
(f) Business Limited. Except for the annual meeting required in subsection (b) for a board-managed LLC, or as otherwise provided in the articles or operating agreement, the business transacted at a meeting is limited to the purposes stated in the notice of the meeting.
(g) Validity of Actions. The failure for any reason to hold any regularly scheduled meeting on the date stated in the articles or operating agreement does not affect the validity of any action taken by the LLC.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 31.
Tenn. Code Ann. § 48-103-206 — TN Code / Title 48 / Chapter 103 / Section 48-103-206
Requirements for business combination
Status: in_force

If a business combination is subject to regulation under this part and the requisite approval for the business combination or acquisition of shares has not been obtained from the resident domestic corporation board of directors under § 48-103-205 prior to such interested shareholder's share acquisition date, a resident domestic corporation shall only engage in a business combination, or vote, consent or otherwise act to authorize a subsidiary of the resident domestic corporation to engage in any business combination, with, with respect to, proposed by or on behalf of, or pursuant to any agreement, arrangement or understanding (whether or not in writing) with, any interested shareholder of the resident domestic corporation or any affiliate or associate of such interested shareholder after the expiration of a period of five (5) years commencing as of such interested shareholder's share acquisition date, if such business combination satisfies all applicable requirements contained in the resident domestic corporation's charter or bylaws, the applicable provisions of the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, or other Tennessee statutes and is additionally either: (1) A business combination which has been approved by the affirmative vote of the holders of two thirds (2/3) of the voting stock not beneficially owned by such interested shareholder and the affiliates and associates of such interested shareholder at a meeting called for such purpose no earlier than five (5) years after such interested shareholder's share acquisition date; or (2) A business combination, with respect to which the consummation date is no earlier than five (5) years after the interested shareholder's share acquisition date; provided, that such business combination meets all of the following conditions: (A) The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per share by holders of each outstanding class or series of shares of such resident domestic corporation in such business combination is at least equal to the higher of the following: (i) The highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by such interested shareholder for any shares of the same class or series acquired by it: (a) Within the five-year period immediately prior to the announcement date with respect to such business combination; or (b) Within the five-year period immediately prior to the transaction in which such interested shareholder became an interested shareholder; whichever is higher; plus, in either case, interest compounded annually from the earliest date on which such highest per share acquisition price was paid through the consummation date at the rate for one-year United States treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid and the market value of any dividends paid other than in cash per share since such earliest date, up to the amount of such interest; (ii) The highest preferential amount per share to which the holders of shares of such class or series of shares are entitled in the event of any liquidation, dissolution or winding up of such resident domestic corporation, plus the aggregate amount of any dividends declared or due as to which such holders are entitled prior to payment of dividends on some other class or series of shares (unless the aggregate amount of such dividends is included in such preferential amount); or (iii) The market value per share of each class or series of shares on the announcement date with respect to such business combination or on such interested shareholder's share acquisition date, whichever is higher; plus interest compounded annually from such date through the consummation date at the rate for one-year United States treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid and the market value of any dividends paid other than in cash per share on each class or series of shares since such date, up to the amount of such interest; (B) The consideration to be received by holders of a particular class or series of outstanding shares of such resident domestic corporation in such business combination is in cash or in the same form as the interested shareholder used to acquire the largest number of shares of such class or series of shares previously acquired by the interested shareholder and such consideration shall be distributed as soon as practical; (C) The holders of all outstanding shares of each class or series of shares of such resident domestic corporation not beneficially owned by such interested shareholder immediately prior to the consummation of such business combination (except those who may perfect their rights of dissent) are entitled to receive in such business combination cash or other consideration for such shares in compliance with subdivisions (2)(A) and (B); and (D) After such interested shareholder's share acquisition date and prior to the consummation date with respect to such business combination, such interested shareholder has not become the beneficial owner of any additional shares of such resident domestic corporation except: (i) As part of the transaction which resulted in such interested shareholder becoming an interested shareholder; (ii) By virtue of proportionate share splits, share dividends or other distributions of shares in respect of shares not constituting a business combination under § 48-103-203(5)(F) ; or (iii) Through purchase by such interested shareholder at any price which, if such price had been paid in an otherwise permissible business combination, would have satisfied the requirements of subdivisions (2)(A)-(C). Acts 1988, ch. 500, § 5; T.C.A., § 48-35-206.
If a business combination is subject to regulation under this part and the requisite approval for the business combination or acquisition of shares has not been obtained from the resident domestic corporation board of directors under § 48-103-205 prior to such interested shareholder's share acquisition date, a resident domestic corporation shall only engage in a business combination, or vote, consent or otherwise act to authorize a subsidiary of the resident domestic corporation to engage in any business combination, with, with respect to, proposed by or on behalf of, or pursuant to any agreement, arrangement or understanding (whether or not in writing) with, any interested shareholder of the resident domestic corporation or any affiliate or associate of such interested shareholder after the expiration of a period of five (5) years commencing as of such interested shareholder's share acquisition date, if such business combination satisfies all applicable requirements contained in the resident domestic corporation's charter or bylaws, the applicable provisions of the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, or other Tennessee statutes and is additionally either:
(1) A business combination which has been approved by the affirmative vote of the holders of two thirds (2/3) of the voting stock not beneficially owned by such interested shareholder and the affiliates and associates of such interested shareholder at a meeting called for such purpose no earlier than five (5) years after such interested shareholder's share acquisition date; or
(2) A business combination, with respect to which the consummation date is no earlier than five (5) years after the interested shareholder's share acquisition date; provided, that such business combination meets all of the following conditions: (A) The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per share by holders of each outstanding class or series of shares of such resident domestic corporation in such business combination is at least equal to the higher of the following: (i) The highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by such interested shareholder for any shares of the same class or series acquired by it: (a) Within the five-year period immediately prior to the announcement date with respect to such business combination; or (b) Within the five-year period immediately prior to the transaction in which such interested shareholder became an interested shareholder; whichever is higher; plus, in either case, interest compounded annually from the earliest date on which such highest per share acquisition price was paid through the consummation date at the rate for one-year United States treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid and the market value of any dividends paid other than in cash per share since such earliest date, up to the amount of such interest; (ii) The highest preferential amount per share to which the holders of shares of such class or series of shares are entitled in the event of any liquidation, dissolution or winding up of such resident domestic corporation, plus the aggregate amount of any dividends declared or due as to which such holders are entitled prior to payment of dividends on some other class or series of shares (unless the aggregate amount of such dividends is included in such preferential amount); or (iii) The market value per share of each class or series of shares on the announcement date with respect to such business combination or on such interested shareholder's share acquisition date, whichever is higher; plus interest compounded annually from such date through the consummation date at the rate for one-year United States treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid and the market value of any dividends paid other than in cash per share on each class or series of shares since such date, up to the amount of such interest; (B) The consideration to be received by holders of a particular class or series of outstanding shares of such resident domestic corporation in such business combination is in cash or in the same form as the interested shareholder used to acquire the largest number of shares of such class or series of shares previously acquired by the interested shareholder and such consideration shall be distributed as soon as practical; (C) The holders of all outstanding shares of each class or series of shares of such resident domestic corporation not beneficially owned by such interested shareholder immediately prior to the consummation of such business combination (except those who may perfect their rights of dissent) are entitled to receive in such business combination cash or other consideration for such shares in compliance with subdivisions (2)(A) and (B); and (D) After such interested shareholder's share acquisition date and prior to the consummation date with respect to such business combination, such interested shareholder has not become the beneficial owner of any additional shares of such resident domestic corporation except: (i) As part of the transaction which resulted in such interested shareholder becoming an interested shareholder; (ii) By virtue of proportionate share splits, share dividends or other distributions of shares in respect of shares not constituting a business combination under § 48-103-203(5)(F) ; or (iii) Through purchase by such interested shareholder at any price which, if such price had been paid in an otherwise permissible business combination, would have satisfied the requirements of subdivisions (2)(A)-(C).
(A) The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per share by holders of each outstanding class or series of shares of such resident domestic corporation in such business combination is at least equal to the higher of the following: (i) The highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by such interested shareholder for any shares of the same class or series acquired by it: (a) Within the five-year period immediately prior to the announcement date with respect to such business combination; or (b) Within the five-year period immediately prior to the transaction in which such interested shareholder became an interested shareholder; whichever is higher; plus, in either case, interest compounded annually from the earliest date on which such highest per share acquisition price was paid through the consummation date at the rate for one-year United States treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid and the market value of any dividends paid other than in cash per share since such earliest date, up to the amount of such interest; (ii) The highest preferential amount per share to which the holders of shares of such class or series of shares are entitled in the event of any liquidation, dissolution or winding up of such resident domestic corporation, plus the aggregate amount of any dividends declared or due as to which such holders are entitled prior to payment of dividends on some other class or series of shares (unless the aggregate amount of such dividends is included in such preferential amount); or (iii) The market value per share of each class or series of shares on the announcement date with respect to such business combination or on such interested shareholder's share acquisition date, whichever is higher; plus interest compounded annually from such date through the consummation date at the rate for one-year United States treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid and the market value of any dividends paid other than in cash per share on each class or series of shares since such date, up to the amount of such interest;
(i) The highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by such interested shareholder for any shares of the same class or series acquired by it: (a) Within the five-year period immediately prior to the announcement date with respect to such business combination; or (b) Within the five-year period immediately prior to the transaction in which such interested shareholder became an interested shareholder; whichever is higher; plus, in either case, interest compounded annually from the earliest date on which such highest per share acquisition price was paid through the consummation date at the rate for one-year United States treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid and the market value of any dividends paid other than in cash per share since such earliest date, up to the amount of such interest;
(a) Within the five-year period immediately prior to the announcement date with respect to such business combination; or
(b) Within the five-year period immediately prior to the transaction in which such interested shareholder became an interested shareholder; whichever is higher; plus, in either case, interest compounded annually from the earliest date on which such highest per share acquisition price was paid through the consummation date at the rate for one-year United States treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid and the market value of any dividends paid other than in cash per share since such earliest date, up to the amount of such interest;
(ii) The highest preferential amount per share to which the holders of shares of such class or series of shares are entitled in the event of any liquidation, dissolution or winding up of such resident domestic corporation, plus the aggregate amount of any dividends declared or due as to which such holders are entitled prior to payment of dividends on some other class or series of shares (unless the aggregate amount of such dividends is included in such preferential amount); or
(iii) The market value per share of each class or series of shares on the announcement date with respect to such business combination or on such interested shareholder's share acquisition date, whichever is higher; plus interest compounded annually from such date through the consummation date at the rate for one-year United States treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid and the market value of any dividends paid other than in cash per share on each class or series of shares since such date, up to the amount of such interest;
(B) The consideration to be received by holders of a particular class or series of outstanding shares of such resident domestic corporation in such business combination is in cash or in the same form as the interested shareholder used to acquire the largest number of shares of such class or series of shares previously acquired by the interested shareholder and such consideration shall be distributed as soon as practical;
(C) The holders of all outstanding shares of each class or series of shares of such resident domestic corporation not beneficially owned by such interested shareholder immediately prior to the consummation of such business combination (except those who may perfect their rights of dissent) are entitled to receive in such business combination cash or other consideration for such shares in compliance with subdivisions (2)(A) and (B); and
(D) After such interested shareholder's share acquisition date and prior to the consummation date with respect to such business combination, such interested shareholder has not become the beneficial owner of any additional shares of such resident domestic corporation except: (i) As part of the transaction which resulted in such interested shareholder becoming an interested shareholder; (ii) By virtue of proportionate share splits, share dividends or other distributions of shares in respect of shares not constituting a business combination under § 48-103-203(5)(F) ; or (iii) Through purchase by such interested shareholder at any price which, if such price had been paid in an otherwise permissible business combination, would have satisfied the requirements of subdivisions (2)(A)-(C).
(i) As part of the transaction which resulted in such interested shareholder becoming an interested shareholder;
(ii) By virtue of proportionate share splits, share dividends or other distributions of shares in respect of shares not constituting a business combination under § 48-103-203(5)(F) ; or
(iii) Through purchase by such interested shareholder at any price which, if such price had been paid in an otherwise permissible business combination, would have satisfied the requirements of subdivisions (2)(A)-(C).
Acts 1988, ch. 500, § 5; T.C.A., § 48-35-206.
Tenn. Code Ann. § 48-249-1019 — TN Code / Title 48 / Chapter 249 / Section 48-249-1019
Certificate of existence
Status: in_force

(a) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic LLC or a certificate of authorization for a foreign LLC authorized to transact business in this state. (b) A certificate of existence or authorization sets forth: (1) The domestic LLC's name or the foreign LLC's name used in this state; (2) That: (A) The domestic LLC is a limited liability company formed under the laws of this state, the effective date of its initial filing, and the period of its duration if less than perpetual; or (B) The foreign LLC 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 LLC; or (ii) Administrative revocation of the certificate of authority of a foreign LLC; (4) That its most recent annual report required by § 48-249-1017 has been filed with the secretary of state; (5) (A) For a domestic LLC: (i) That articles of termination have not been filed and a decree of termination has not been filed; and (ii) Whether or not a notice of dissolution, certificate of dissolution or decree of dissolution has been filed and remains effective; (B) For a foreign LLC: (i) That a certificate of cancellation of certificate of authority 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 of existence or authorization 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 qualifications stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign LLC is in existence or is authorized to transact business in this state and is in good standing. Acts 2010, ch. 742, § 6.
(a) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic LLC or a certificate of authorization for a foreign LLC authorized to transact business in this state.
(b) A certificate of existence or authorization sets forth: (1) The domestic LLC's name or the foreign LLC's name used in this state; (2) That: (A) The domestic LLC is a limited liability company formed under the laws of this state, the effective date of its initial filing, and the period of its duration if less than perpetual; or (B) The foreign LLC 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 LLC; or (ii) Administrative revocation of the certificate of authority of a foreign LLC; (4) That its most recent annual report required by § 48-249-1017 has been filed with the secretary of state; (5) (A) For a domestic LLC: (i) That articles of termination have not been filed and a decree of termination has not been filed; and (ii) Whether or not a notice of dissolution, certificate of dissolution or decree of dissolution has been filed and remains effective; (B) For a foreign LLC: (i) That a certificate of cancellation of certificate of authority 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 of existence or authorization 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 LLC's name or the foreign LLC's name used in this state;
(2) That: (A) The domestic LLC is a limited liability company formed under the laws of this state, the effective date of its initial filing, and the period of its duration if less than perpetual; or (B) The foreign LLC is authorized to transact business in this state;
(A) The domestic LLC is a limited liability company formed under the laws of this state, the effective date of its initial filing, and the period of its duration if less than perpetual; or
(B) The foreign LLC 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 LLC; or (ii) Administrative revocation of the certificate of authority of a foreign LLC;
(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 LLC; or (ii) Administrative revocation of the certificate of authority of a foreign LLC;
(i) Administrative dissolution of a domestic LLC; or
(ii) Administrative revocation of the certificate of authority of a foreign LLC;
(4) That its most recent annual report required by § 48-249-1017 has been filed with the secretary of state;
(5) (A) For a domestic LLC: (i) That articles of termination have not been filed and a decree of termination has not been filed; and (ii) Whether or not a notice of dissolution, certificate of dissolution or decree of dissolution has been filed and remains effective; (B) For a foreign LLC: (i) That a certificate of cancellation of certificate of authority 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 LLC: (i) That articles of termination have not been filed and a decree of termination has not been filed; and (ii) Whether or not a notice of dissolution, certificate of dissolution or decree of dissolution has been filed and remains effective;
(i) That articles of termination have not been filed and a decree of termination has not been filed; and
(ii) Whether or not a notice of dissolution, certificate of dissolution or decree of dissolution has been filed and remains effective;
(B) For a foreign LLC: (i) That a certificate of cancellation of certificate of authority 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 cancellation of certificate of authority 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 of existence or authorization 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 qualifications stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign LLC is in existence or is authorized to transact business in this state and is in good standing.
Acts 2010, ch. 742, § 6.
Tenn. Code Ann. § 48-56-501 — TN Code / Title 48 / Chapter 56 / Section 48-56-501
Delegates
Status: in_force

(a) A corporation may provide in its charter or bylaws for delegates having some or all of the authority of members. (b) The charter or bylaws may set forth provisions relating to: (1) The characteristics, qualifications, rights, limitations and obligations of delegates, including their selection and removal; (2) Calling, noticing, holding and conducting meetings of delegates; and (3) Carrying on corporate activities during and between meetings of delegates. Acts 1987, ch. 242, § 6.50.
(a) A corporation may provide in its charter or bylaws for delegates having some or all of the authority of members.
(b) The charter or bylaws may set forth provisions relating to: (1) The characteristics, qualifications, rights, limitations and obligations of delegates, including their selection and removal; (2) Calling, noticing, holding and conducting meetings of delegates; and (3) Carrying on corporate activities during and between meetings of delegates.
(1) The characteristics, qualifications, rights, limitations and obligations of delegates, including their selection and removal;
(2) Calling, noticing, holding and conducting meetings of delegates; and
(3) Carrying on corporate activities during and between meetings of delegates.
Acts 1987, ch. 242, § 6.50.
Tenn. Code Ann. § 48-61-103 — TN Code / Title 48 / Chapter 61 / Section 48-61-103
Plan of membership exchange
Status: in_force

(a) Subject to the limitations on public benefit corporations in § 48-61-122 , through a membership exchange: (1) A domestic nonprofit corporation may acquire all of the memberships of one (1) or more classes or series of memberships of another domestic or foreign nonprofit corporation or all of the interests of one (1) or more classes or series of interests of a domestic or foreign other entity, in exchange for memberships, other securities, interests, obligations, rights to acquire memberships, other securities, or interests, cash, other property, or any combination of the foregoing, pursuant to a plan of membership exchange; or (2) All of the memberships of one (1) or more classes or series of memberships of a domestic nonprofit corporation may be acquired by another domestic or foreign nonprofit corporation or other entity, in exchange for memberships, other securities, interests, obligations, rights to acquire memberships, other securities or interests, cash, other property, or any combination of the foregoing, pursuant to a plan of membership exchange. (b) A foreign nonprofit corporation or eligible entity may be a party to a membership exchange only if the membership exchange is permitted by the organic law under which the corporation or other entity is organized or by which it is governed. If the organic law of a domestic other entity does not prohibit a membership exchange with a domestic nonprofit corporation but does not provide procedures for the approval of a membership exchange, a plan of membership exchange may be adopted and approved and the membership exchange effectuated in accordance with the procedures, if any, for a merger. If the organic law of a domestic other entity does not provide procedures for the approval of either a membership exchange or an exchange of interests similar to a membership exchange or a merger, a plan of membership exchange may be adopted and approved and the membership exchange effectuated in accordance with the procedures in this chapter. For the purposes of applying this chapter: (1) The other entity, its interest holders, interests, and organic documents taken together shall be deemed to be a domestic nonprofit corporation, members, memberships, charter and bylaws, respectively and vice versa, as the context may require; and (2) If the business and affairs of the other entity are managed by a group of persons that is not identical to the interest holders, that group shall be deemed to be the board of directors. (c) The plan of membership exchange must be in the form of an organic document and set forth: (1) The name of each corporation or other entity whose memberships or interests will be acquired and the name of the acquiring corporation or other entity; (2) The terms and conditions of the membership exchange; (3) The manner and basis of exchanging memberships of each corporation or interests in another entity whose memberships or interests will be acquired under the membership exchange into memberships, other securities, interests, obligations, rights to acquire memberships, other securities or interests, cash, other property, or any combination of the foregoing; and (4) Any other provisions required by the organic law under which any party to the membership exchange is organized or by which it is governed, or by the charter or organic document of any such party. (d) The plan of membership exchange may set forth other provisions relating to the membership exchange. (e) This section does not limit the power of a domestic nonprofit corporation to acquire all or part of the memberships of one (1) or more classes or series of another corporation or interests of another entity through a voluntary exchange or otherwise. Amended by 2014 Tenn. Acts, ch. 899,s 67, eff. 1/1/2015. Acts 1987, ch. 242, § 11.03.
(a) Subject to the limitations on public benefit corporations in § 48-61-122 , through a membership exchange: (1) A domestic nonprofit corporation may acquire all of the memberships of one (1) or more classes or series of memberships of another domestic or foreign nonprofit corporation or all of the interests of one (1) or more classes or series of interests of a domestic or foreign other entity, in exchange for memberships, other securities, interests, obligations, rights to acquire memberships, other securities, or interests, cash, other property, or any combination of the foregoing, pursuant to a plan of membership exchange; or (2) All of the memberships of one (1) or more classes or series of memberships of a domestic nonprofit corporation may be acquired by another domestic or foreign nonprofit corporation or other entity, in exchange for memberships, other securities, interests, obligations, rights to acquire memberships, other securities or interests, cash, other property, or any combination of the foregoing, pursuant to a plan of membership exchange.
(1) A domestic nonprofit corporation may acquire all of the memberships of one (1) or more classes or series of memberships of another domestic or foreign nonprofit corporation or all of the interests of one (1) or more classes or series of interests of a domestic or foreign other entity, in exchange for memberships, other securities, interests, obligations, rights to acquire memberships, other securities, or interests, cash, other property, or any combination of the foregoing, pursuant to a plan of membership exchange; or
(2) All of the memberships of one (1) or more classes or series of memberships of a domestic nonprofit corporation may be acquired by another domestic or foreign nonprofit corporation or other entity, in exchange for memberships, other securities, interests, obligations, rights to acquire memberships, other securities or interests, cash, other property, or any combination of the foregoing, pursuant to a plan of membership exchange.
(b) A foreign nonprofit corporation or eligible entity may be a party to a membership exchange only if the membership exchange is permitted by the organic law under which the corporation or other entity is organized or by which it is governed. If the organic law of a domestic other entity does not prohibit a membership exchange with a domestic nonprofit corporation but does not provide procedures for the approval of a membership exchange, a plan of membership exchange may be adopted and approved and the membership exchange effectuated in accordance with the procedures, if any, for a merger. If the organic law of a domestic other entity does not provide procedures for the approval of either a membership exchange or an exchange of interests similar to a membership exchange or a merger, a plan of membership exchange may be adopted and approved and the membership exchange effectuated in accordance with the procedures in this chapter. For the purposes of applying this chapter: (1) The other entity, its interest holders, interests, and organic documents taken together shall be deemed to be a domestic nonprofit corporation, members, memberships, charter and bylaws, respectively and vice versa, as the context may require; and (2) If the business and affairs of the other entity are managed by a group of persons that is not identical to the interest holders, that group shall be deemed to be the board of directors.
(1) The other entity, its interest holders, interests, and organic documents taken together shall be deemed to be a domestic nonprofit corporation, members, memberships, charter and bylaws, respectively and vice versa, as the context may require; and
(2) If the business and affairs of the other entity are managed by a group of persons that is not identical to the interest holders, that group shall be deemed to be the board of directors.
(c) The plan of membership exchange must be in the form of an organic document and set forth: (1) The name of each corporation or other entity whose memberships or interests will be acquired and the name of the acquiring corporation or other entity; (2) The terms and conditions of the membership exchange; (3) The manner and basis of exchanging memberships of each corporation or interests in another entity whose memberships or interests will be acquired under the membership exchange into memberships, other securities, interests, obligations, rights to acquire memberships, other securities or interests, cash, other property, or any combination of the foregoing; and (4) Any other provisions required by the organic law under which any party to the membership exchange is organized or by which it is governed, or by the charter or organic document of any such party.
(1) The name of each corporation or other entity whose memberships or interests will be acquired and the name of the acquiring corporation or other entity;
(2) The terms and conditions of the membership exchange;
(3) The manner and basis of exchanging memberships of each corporation or interests in another entity whose memberships or interests will be acquired under the membership exchange into memberships, other securities, interests, obligations, rights to acquire memberships, other securities or interests, cash, other property, or any combination of the foregoing; and
(4) Any other provisions required by the organic law under which any party to the membership exchange is organized or by which it is governed, or by the charter or organic document of any such party.
(d) The plan of membership exchange may set forth other provisions relating to the membership exchange.
(e) This section does not limit the power of a domestic nonprofit corporation to acquire all or part of the memberships of one (1) or more classes or series of another corporation or interests of another entity through a voluntary exchange or otherwise.
Amended by 2014 Tenn. Acts, ch. 899,s 67, eff. 1/1/2015.
Acts 1987, ch. 242, § 11.03.